dash-20260420

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

(Amendment No. )

Filed by the Registrant ☒

Filed by a party other than the Registrant ☐

Check the appropriate box:


☐			Preliminary Proxy Statement
☐			Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒			Definitive Proxy Statement
☐			Definitive Additional Materials
☐			Soliciting Material under §240.14a-12


DoorDash, Inc.
(Name of Registrant as Specified In Its Charter)

Payment of Filing Fee (Check all boxes that apply):


☒			No fee required
☐			Fee paid previously with preliminary materials
☐			Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

2026 Proxy Statement


DoorDash, Inc. 303 2nd Street, South Tower, 8th Floor San Francisco, California 94107

Notice of Annual Meeting of Stockholders

Dear Stockholders of DoorDash, Inc.:

We cordially invite you to attend the 2026 annual meeting of stockholders (the “Annual Meeting”) of DoorDash, Inc., a Delaware corporation, to be held on Wednesday, June 10, 2026 at 10:00 a.m. Pacific Time. The Annual Meeting will be conducted virtually via live audio webcast. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/DASH2026, where you will be able to listen to the meeting live and, by entering your 16-digit control number, submit questions and vote online.

MEETING DETAILS

Date

Wednesday, June 10, 2026

Time

10:00 a.m. Pacific Time

Location

virtually via live audio webcast at www.virtualshareholdermeeting.com/DASH2026

Record Date

April 15, 2026

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the meeting. Therefore, we urge you to promptly vote and submit your proxy via the Internet, by telephone, or by mail.

We are holding the Annual Meeting for the following purposes, as more fully described in the accompanying proxy statement:


1			to elect four Class III directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified;
2			to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;
3			to approve, on an advisory basis, the compensation of our named executive officers; and
4			to transact such other business as may properly come before the Annual Meeting or any adjournments or postponements thereof.

Our board of directors has fixed the close of business on April 15, 2026 as the record date for the Annual Meeting. Stockholders of record on April 15, 2026 are entitled to notice of and to vote at the Annual Meeting. Further information regarding voting rights and the matters to be voted upon is presented in the accompanying proxy statement.

The accompanying proxy statement and our annual report can be accessed by visiting: www.proxyvote.com. You will be asked to enter the 16-digit control number located on your proxy card.



			YOUR VOTE IS IMPORTANT. Whether or not you plan to attend the Annual Meeting, we urge you to submit your vote via the Internet, telephone, or mail as soon as possible to ensure your shares are represented. For additional instructions on voting by telephone or the Internet, please refer to your proxy card. Returning the proxy does not deprive you of your right to attend the Annual Meeting and to vote your shares at the Annual Meeting.

By order of the Board of Directors,

Tony Xu

Co-Founder, Chief Executive Officer, and Chair of the Board

San Francisco, California

April 20, 2026

Table of Contents


General Information for 2026 Annual Meeting of Stockholders			1
Questions and Answers			1

Board of Directors and Corporate Governance			7
Director Skills Matrix			8
Nominees for Director			9
Continuing Directors			11
Director Independence			14
Board Leadership Structure and Role of the Lead Independent Director			14
Board Meetings and Committees			15
Compensation Committee Interlocks and Insider Participation			17
Considerations in Evaluating Director Nominees			17
Stockholder Recommendations and Nominations to the Board of Directors			18
Communications with the Board of Directors			19
Corporate Governance Guidelines and Code of Conduct			19
Insider Trading Policies and Procedures			19
Role of Board in Risk Oversight Process			20
ESG Board Oversight Framework			20
Board Diversity			21
Director Compensation			21

Proposal No. 1 - Election of Directors			26
Nominees			26
Vote Required			26

Proposal No. 2 - Ratification of Appointment of Independent Registered Public Accounting Firm			28
Fees Paid to the Independent Registered Public Accounting Firm			28
Auditor Independence			29
Audit Committee Policy on Pre-Approval of Audit and Permissible Non-Audit Services of Independent Registered Public Accounting Firm			29
Vote Required			29


Report of the Audit Committee			30

Proposal No. 3 - Advisory Vote on the Compensation of Our Named Executive Officers			31
Vote Required			31

Executive Officers			32

Executive Compensation			33
Compensation Discussion and Analysis			33
Report of the Compensation Committee			45
Summary Compensation Table for Fiscal Year 2025			46
Grants of Plan-Based Awards in 2025			47
Outstanding Equity Awards at 2025 Year-End			48
Option Exercises and Stock Vested in 2025			50
Potential Payments Upon Termination or Change in Control			51
CEO Pay Ratio			52
Pay vs. Performance			53

Equity Compensation Plan Information			58

Security Ownership of Certain Beneficial Owners and Management			59

Certain Relationships, Related Party and Other Transactions			63
Policies and Procedures for Related Person Transactions			63

Other Matters			64
Delinquent Section 16(a) Reports			64
Fiscal Year 2025 Annual Report and SEC Filings			64


						Table of Contents

PROXY STATEMENT

General Information for 2026 Annual Meeting of Stockholders

This proxy statement and the form of proxy are furnished in connection with the solicitation of proxies by our board of directors for use at the 2026 annual meeting of stockholders of DoorDash, Inc., a Delaware corporation (referred to in this proxy statement as “DoorDash,” the “Company,” “we,” “us,” or “our”), and any postponements, adjournments, or continuations thereof (the “Annual Meeting”). The Annual Meeting will be held on Wednesday, June 10, 2026 at 10:00 a.m. Pacific Time. You will be able to attend the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/DASH2026, where you will be able to listen to the meeting live and, by entering your 16-digit control number, submit questions and vote online. The Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access this proxy statement and our annual report is first being mailed on or about April 20, 2026 to all stockholders entitled to vote at the Annual Meeting.

The information provided in the “question and answer” format below is for your convenience only and is merely a summary of certain information contained in this proxy statement. You should read this entire proxy statement carefully. Information contained on, or that can be accessed through, our website is not intended to be incorporated by reference into this proxy statement and references to our website address in this proxy statement are inactive textual references only.

QUESTIONS AND ANSWERS

What matters am I voting on?

You are being asked to vote on:


1			the election of four Class III directors to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified;
2			a proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026;
3			a proposal to approve, on an advisory basis, the compensation of our named executive officers; and
4			any other business as may properly come before the Annual Meeting.

How does the board of directors recommend I vote on these proposals?

Our board of directors recommends a vote:

•“FOR” the election of the Class III director nominees named in this proxy statement;

•“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026; and

•“FOR” the approval, on an advisory basis, of the compensation of our named executive officers.


DoorDash, Inc.			1			2026 Proxy Statement


						Table of Contents

How many votes are needed for approval of each proposal?

Proposal No. 1: Each director is elected by a majority of the votes cast with respect to the election of directors at the Annual Meeting. A majority of votes cast means that the voting power of the shares cast “For” a director’s election exceeds the voting power of the shares cast “Against” that director. You may vote “For” or “Against” each nominee for election as a director or you may “Abstain.” Abstentions and broker non-votes will have no effect on the outcome of the vote. If the director does not receive a majority of the votes cast “For” their election, he or she will be required by our amended and restated bylaws (our “Bylaws”) to resign or will be subject to removal. For more information, see “Proposal No. 1 - Election of Directors—Vote Required—Resignation Requirement.”

Proposal No. 2: The ratification of the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026, requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” this proposal. We do not expect to have broker non-votes on this proposal.

Proposal No. 3: The approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the shares of our common stock present virtually or represented by proxy at the Annual Meeting and entitled to vote thereon. You may vote “For,” “Against,” or “Abstain” with respect to this proposal. Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote “Against” this proposal. Broker non-votes will have no effect on the outcome of this proposal. Because this proposal is an advisory vote, the result will not be binding on our board of directors or any committee thereof or our Company. Our board of directors and our people & compensation committee (“compensation committee”) will consider the outcome of the vote when determining named executive officer compensation.

Who is entitled to vote?

Holders of our Class A common stock and Class B common stock as of the close of business on April 15, 2026, the record date for the Annual Meeting, may vote at the Annual Meeting. As of the record date, there were 411,364,274 shares of our Class A common stock outstanding and 24,382,112 shares of our Class B common stock outstanding. Our Class A common stock and Class B common stock will vote as a single class on all matters described in this proxy statement for which your vote is being solicited. Stockholders are not permitted to cumulate votes with respect to the election of directors. Each share of Class A common stock is entitled to one vote on each proposal and each share of Class B common stock is entitled to 20 votes on each proposal. Our Class A common stock and Class B common stock are collectively referred to in this proxy statement as our “common stock.”

Registered Stockholders. If shares of our common stock are registered directly in your name with our transfer agent, Computershare Trust Company, N.A., you are considered the stockholder of record with respect to those shares, and the Notice was provided to you directly by us. As the stockholder of record, you have the right to grant your voting proxy directly to the individuals listed on the proxy card or to vote live at the Annual Meeting. Throughout this proxy statement, we refer to these registered stockholders as “stockholders of record.”

Street Name Stockholders. If shares of our common stock are held on your behalf in a brokerage account or by a bank or other nominee, you are considered to be the beneficial owner of shares that are held in “street name,” and the Notice was forwarded to you by your broker or nominee, who is considered the stockholder of record with respect to those shares. As the beneficial owner, you have the right to direct your broker, bank, or other nominee as to how to vote your shares. Beneficial owners are also invited to attend the Annual Meeting. However, since a beneficial owner is not the stockholder of record, you may not vote your shares of our common stock in person (virtually) at the Annual Meeting unless you follow your broker’s procedures for obtaining a legal proxy. If you request a printed copy of our proxy materials by mail, your broker, bank, or other nominee will provide a voting instruction form for you to use. Throughout this proxy statement, we refer to stockholders who hold their shares through a broker, bank, or other nominee as “street name stockholders.”


DoorDash, Inc.			2			2026 Proxy Statement


						Table of Contents

Are a certain number of shares required to be present at the Annual Meeting?

A quorum is the minimum number of shares required to be present at the Annual Meeting to properly hold an annual meeting of stockholders and conduct business under our Bylaws and Delaware law. The presence, virtually or by proxy, of a majority of the voting power of all issued and outstanding shares of our common stock entitled to vote at the Annual Meeting will constitute a quorum at the Annual Meeting. Abstentions and broker non-votes are counted as shares present and entitled to vote for purposes of determining a quorum.

How do I vote?

If you are a stockholder of record, there are four ways to vote (as described below). Please have your Notice or proxy card in hand when you visit one of these websites or when you call. Our proxy tabulator, Broadridge Financial Solutions, Inc., must receive any proxy that will not be delivered electronically at the virtual Annual Meeting by 11:59 p.m. Eastern Time on June 9, 2026.

Internet

by Internet prior to the Annual Meeting at www.proxyvote.com, 24 hours a day, seven days a week;

Phone

by toll-free telephone at 1-800-690-6903;

Mail

by completing and mailing your proxy card (if you received printed proxy materials); or

Virtual Meeting

by attending the Annual Meeting virtually by visiting www.virtualshareholdermeeting.com/DASH2026, where you may vote and submit questions during the meeting.

Even if you plan to attend the Annual Meeting, we recommend that you also vote by proxy so that your vote will be counted if you later decide not to attend the Annual Meeting.

If you are a street name stockholder, you will receive voting instructions from your broker, bank, or other nominee. You must follow the voting instructions provided by your broker, bank, or other nominee in order to direct your broker, bank, or other nominee on how to vote your shares. Street name stockholders should generally be able to vote by returning a voting instruction form, or by telephone or on the Internet. However, the availability of telephone and Internet voting will depend on the voting process of your broker, bank, or other nominee. As discussed above, if you are a street name stockholder, you may not vote your shares live at the Annual Meeting unless you obtain a legal proxy from your broker, bank, or other nominee.

How may my brokerage firm or other intermediary vote my shares if I fail to provide timely directions?

Brokerage firms and other intermediaries holding shares of our common stock in street name for their customers are generally required to vote such shares in the manner directed by their customers. In the absence of timely directions, your broker will generally have discretion to vote your shares on our sole “routine” matter: the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for our fiscal year ending December 31, 2026. Your broker will not have discretion to vote on any other proposals, which are “non-routine” matters, absent direction from you (and failure to provide instructions on these matters will result in a “broker non-vote”).

Can I change my vote?

Yes. If you are a stockholder of record, you can change your vote or revoke your proxy any time before the Annual Meeting by:

•entering a new vote by Internet or by telephone;

•completing and returning a later-dated proxy card; or

•virtually attending and voting at the Annual Meeting (although attendance at the Annual Meeting will not, by itself, revoke a proxy).


DoorDash, Inc.			3			2026 Proxy Statement


						Table of Contents

If you are a street name stockholder, your broker, bank, or other nominee can provide you with instructions on how to change your vote.

What do I need to do to attend the Annual Meeting?

You will be able to attend the Annual Meeting virtually, submit your questions during the meeting and vote your shares electronically at the meeting by visiting www.virtualshareholdermeeting.com/DASH2026. To participate in the Annual Meeting, you will need the control number included on your Notice or proxy card. The Annual Meeting webcast will begin promptly at 10:00 a.m. Pacific Time. We encourage you to access the meeting prior to the start time. Online check-in will begin at 9:45 a.m. Pacific Time, and you should allow ample time for the check-in procedures.

What is the effect of giving a proxy?

Proxies are being solicited by and on behalf of our board of directors. Tony Xu, Ravi Inukonda, and Tia Sherringham have been designated as proxy holders by our board of directors. When proxies are properly dated, executed, and returned, the shares represented by such proxies will be voted at the Annual Meeting in accordance with the instructions of the stockholder. If the proxy is dated and signed, but no specific instructions are given, the shares will be voted in accordance with the recommendations of our board of directors as described above. If any matters not described in this proxy statement are properly presented at the Annual Meeting, the proxy holders will use their own judgment to determine how to vote the shares. If the Annual Meeting is adjourned, the proxy holders can vote the shares at the adjourned Annual Meeting as well, unless you have properly revoked your proxy, as described above.

Why did I receive a Notice of Internet Availability of Proxy Materials instead of a full set of proxy materials?

In accordance with the rules of the Securities and Exchange Commission (the “SEC”), we have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice containing instructions on how to access our proxy materials is first being mailed on or about April 20, 2026 to all stockholders entitled to vote at the Annual Meeting. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders.

How are proxies solicited for the Annual Meeting?

Our board of directors is soliciting proxies for use at the Annual Meeting. All expenses associated with this solicitation will be borne by us. We will reimburse brokers or other nominees for reasonable expenses that they incur in sending our proxy materials to you if a broker, bank, or other nominee holds shares of our common stock on your behalf. In addition, our directors and employees may also solicit proxies by telephone, by electronic communication, or by other means of communication. Our directors and employees will not be paid any additional compensation for soliciting proxies.

Where can I find the voting results of the Annual Meeting?

We will announce preliminary voting results at the Annual Meeting. We will also disclose voting results on a Current Report on Form 8-K that we will file with the SEC within four business days after the Annual Meeting. If final voting results are not available to us in time to file a Form 8-K within four business days after the Annual Meeting, we will file a Form 8-K to publish preliminary results and will provide the final results in an amendment to the Form 8-K as soon as they become available.

I share an address with another stockholder, and we received only one paper copy of the proxy materials. How may I obtain an additional copy of the proxy materials?

We have adopted a procedure called “householding,” which the SEC has approved. Under this procedure, we deliver a single copy of the Notice and, if applicable, our proxy materials, to multiple stockholders who share the same address, unless we have received contrary instructions from one or more of such stockholders. Householding reduces our printing costs, mailing costs, and fees. Stockholders who participate in householding will continue to be able to access and receive separate proxy cards. Upon written or oral request, we will deliver promptly a separate copy of the Notice and, if applicable, our proxy materials, to any stockholder at a shared address to which we delivered a single copy of any of these materials. To receive a


DoorDash, Inc.			4			2026 Proxy Statement


						Table of Contents

separate copy, or, if a stockholder is receiving multiple copies, to request that we only send a single copy of the Notice and, if applicable, our proxy materials, such stockholder may contact us at:

DoorDash, Inc.

Attention: Secretary

303 2nd Street, South Tower, 8th Floor

San Francisco, California 94107

(650) 487-3970

Street name stockholders may contact their broker, bank, or other nominee to request information about householding.

What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?

STOCKHOLDER PROPOSALS

Stockholders may present proper proposals for inclusion in our proxy statement and for consideration at next year’s annual meeting of stockholders by submitting their proposals in writing to our Secretary in a timely manner. For a stockholder proposal to be considered for inclusion in our proxy statement for the 2027 annual meeting of stockholders, our Secretary must receive the written proposal at our principal executive offices not later than December 21, 2026. In addition, stockholder proposals that are intended to be included in our proxy materials must comply with the requirements of Rule 14a-8 under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Stockholder proposals should be addressed to:

DoorDash, Inc.

Attention: Secretary

303 2nd Street, South Tower, 8th Floor

San Francisco, California 94107

ir@doordash.com

Our Bylaws also establish an advance notice procedure for stockholders who wish to present a proposal before an annual meeting of stockholders but do not intend for the proposal to be included in our proxy statement. Our Bylaws provide that the only business that may be conducted at an annual meeting of stockholders is business that is (i) specified in our notice of annual meeting (or any supplement thereto), (ii) otherwise properly brought before such annual meeting by or at the direction of our board of directors, or (iii) properly brought before such meeting by a stockholder who is a stockholder of record at the time of the giving of the notice required by our Bylaws, on the record date for the determination of stockholders entitled to notice of such meeting and on the record date for the determination of stockholders entitled to vote at such meeting, and who has delivered timely written notice to our Secretary, which notice must contain the information specified in our Bylaws. To be timely for the 2027 annual meeting of stockholders, our Secretary must receive the written notice at our principal executive offices:

•not earlier than February 4, 2027; and

•not later than March 6, 2027.

In the event that we hold the 2027 annual meeting of stockholders more than 30 days before or more than 60 days after the one-year anniversary of the Annual Meeting, a notice of a stockholder proposal that is not intended to be included in our proxy statement must be received no earlier than the close of business on the 120th day before the 2027 annual meeting of stockholders and no later than the close of business on the later of the following two dates:

•the 90th day prior to the 2027 annual meeting of stockholders; or

•the 10th day following the day on which public announcement of the date of the 2027 annual meeting of stockholders is first made.

If a stockholder who has notified us of his, her, or its intention to present a proposal at an annual meeting of stockholders does not appear to present his, her, or its proposal at such annual meeting, we are not required to present the proposal for a vote at such annual meeting.


DoorDash, Inc.			5			2026 Proxy Statement


						Table of Contents

RECOMMENDATION OR NOMINATION OF DIRECTOR CANDIDATES

Holders of 1% of our fully diluted capitalization for at least 12 months prior to the submission of a recommendation may recommend director candidates for consideration by our nominating and corporate governance committee. Any such recommendations should include, among other things, the nominee’s name and qualifications for membership on our board of directors and should be directed to our General Counsel at the address set forth above. For additional information regarding stockholder recommendations for director candidates, see the section titled “Board of Directors and Corporate Governance—Stockholder Recommendations and Nominations to the Board of Directors.”

In addition, our Bylaws permit stockholders to nominate directors for election at an annual meeting of stockholders. To nominate a director, the stockholder must be a stockholder of record at the time of the giving of the notice required by our Bylaws, on the record date for the determination of stockholders entitled to notice of the annual meeting and on the record date for the determination of stockholders entitled to vote at such meeting. In addition, the stockholder must give timely notice to our Secretary in accordance with our Bylaws, which require, among other things, that the notice be received by our Secretary, in general, within the time periods described above under the section titled “—Stockholder Proposals” for stockholder proposals that are not intended to be included in a proxy statement. Any notice of director nomination submitted must provide the information required by our Bylaws, including the information required by Rule 14a-19(b) under the Exchange Act.

AVAILABILITY OF BYLAWS

A copy of our Bylaws is available via the SEC’s website at http://www.sec.gov. You may also contact our Secretary at the address set forth above for a copy of the relevant bylaw provisions regarding the requirements for making stockholder proposals and nominating director candidates.


DoorDash, Inc.			6			2026 Proxy Statement


						Table of Contents

Board of Directors and Corporate Governance

Our business affairs are managed under the direction of our board of directors. As of April 20, 2026, our board of directors consisted of eleven directors, eight of whom qualified as “independent” under the listing rules of The Nasdaq Stock Market LLC (“Nasdaq”).

We have a classified board of directors consisting of three classes of approximately equal size, each serving staggered three-year terms. Only one class of directors is elected at each annual meeting of stockholders, with the other classes continuing for the remainder of their respective three-year terms. Each director’s term will continue until the end of such director’s three-year term and the election and qualification of their successor, or their earlier death, resignation, or removal.

The following table sets forth the names, ages as of April 20, 2026, and certain other information for each of the directors with terms expiring at the Annual Meeting (all of whom are also nominees for election as a director at the Annual Meeting) and for each of the continuing members of our board of directors:


Director with Term Expiring at the Annual Meeting/Nominee	Class	Age	Position	Director Since	Current Term Expires	Expiration of Term for Which Nominated

Shona L. Brown⁽¹⁾	III	60	Lead Independent Director	2019	2026	2029
Milan Kovac⁽²⁾	III	41	Director	2026	2026	2029
Alfred Lin⁽¹⁾⁽³⁾	III	53	Director	2014	2026	2029
Stanley Tang	III	33	Director	2013	2026	2029
Continuing Directors
Elinor Mertz⁽¹⁾	I	49	Director	2022	2027
Ashley Still⁽³⁾	I	50	Director	2023	2027
Tony Xu	I	41	Co-Founder, Chief Executive Officer, and Chair	2013	2027
Jeffrey Blackburn⁽³⁾	II	56	Director	2024	2028
L. John Doerr⁽²⁾	II	74	Director	2015	2028
Andy Fang	II	33	Director	2013	2028
Diego Piacentini⁽²⁾	II	65	Director	2023	2028

1.Member of our audit committee. Ms. Mertz serves as chair of this committee.

2.Member of our nominating and corporate governance committee. Mr. Doerr serves as chair of this committee.

3.Member of our people & compensation committee. Mr. Lin serves as chair of this committee.


DoorDash, Inc.			7			2026 Proxy Statement


						Table of Contents

DIRECTOR SKILLS MATRIX

In addition to the information provided in our directors’ biographies found under the sections titled “—Nominees for Director” and “—Continuing Directors,” the following matrix summarizes certain skills and experience of our current directors, taking into account a number of qualifications we believe are important for service on our board of directors. This matrix is based on self-reported data collected from our directors that such director has either some or significant experience in the relevant area, and it is intended to provide a summary of our directors’ self-reported qualifications and should not be considered to be a complete list of each director’s strengths and contributions to our board of directors.


			Skills and Experience						Board

			Senior Leadership Experience Experience leading in a significant operating position, including as a chief executive officer, chief financial officer, or other senior leadership role, at companies operating at scale and facing significant competition and/or having other rapidly evolving business models.						11
			Public Company Board Service Experience on one or more additional public company boards, demonstrating an understanding of the dynamics and operation of a corporate board and its relationship with senior management, as well as working knowledge of corporate governance practices and policies.						6
			Global Operations Experience Brings a deep understanding of international dynamics relevant to our global footprint and complex operations.						11
			Financial Expertise Significant knowledge of financial markets and capital allocation, oversight of financing operations and accounting, and/or experience with financial reporting processes.						9
			AI, Innovation and Digital Consumer Experience Experience identifying and developing emerging products, technologies, and business models, generating disruptive innovation, and/or understanding and innovating on consumer experiences and digital interfaces.						11
			Cybersecurity and Data Privacy Experience Experience with cybersecurity, information security and/or data privacy.						9
			Government, Policy and Regulatory Experience Experience navigating a complex legal and regulatory landscape worldwide.						10
			Sustainability and Human Capital Management Experience in corporate responsibility and in overseeing or managing sustainability initiatives, and overseeing or managing employee development, retention, and relations on a large scale.						10


DoorDash, Inc.			8			2026 Proxy Statement


						Table of Contents

NOMINEES FOR DIRECTOR

Shona L.

Brown

Lead Independent Director | Age: 60 | Director Since: 2019

Dr. Brown has served as one of our directors since August 2019 and Lead Independent Director since February 2021. From January 2013 until November 2015, she served as a senior advisor to Google Inc., an Internet search and technology company. From April 2011 to December 2012, Dr. Brown served as Senior Vice President of Google.org, Google Inc.’s charitable organization. From 2003 to 2011, Dr. Brown served as Vice President and later as Senior Vice President, Business Operations of Google Inc. Since November 2015, Dr. Brown has served on the board of directors of Atlassian Corporation Plc, an enterprise software company, and currently serves as its chairperson. She serves on the board of directors of several non-profit organizations, and previously served on the board of directors of PepsiCo, Inc., a food and beverage company. Dr. Brown holds a B.Eng. in Computer Systems Engineering from Carleton University, an M.A. in Economics and Philosophy from the University of Oxford, and a Ph.D. from Stanford University’s Department of Industrial Engineering and Engineering Management.

Dr. Brown was selected to serve on our board of directors because of her extensive experience as a director of public companies, her experience as a global business executive, her experience in public policy and sustainability matters, and her knowledge of the technology industry.

Milan

Kovac

Director | Age: 41 | Director Since: 2026

Mr. Kovac has served as one of our directors since January 2026. Mr. Kovac most recently served as Vice President, Optimus (Tesla Bot) at Tesla, Inc., an electric vehicle and energy generation and storage company (“Tesla”), from September 2024 to June 2025. Prior to that, Mr. Kovac served as Director, Optimus & Autopilot Engineering from January 2022 to September 2024, where he led engineering for Tesla’s Optimus humanoid robotics program and the foundational software and infrastructure shared across Tesla’s robotics and Autopilot initiatives. Earlier at Tesla, Mr. Kovac held a series of engineering leadership roles within the Autopilot Software organization from April 2016 to January 2022. Earlier in his career, Mr. Kovac held software engineering and project leadership roles focused on embedded platforms and computer vision technologies, including at SKULLY, Methodics, and SoftKinetic, and as a consulting software engineer supporting Sony and EVS Broadcast Equipment. Mr. Kovac has served on the board of directors of Boston Dynamics, Inc., an engineering and robotics design company and subsidiary of Hyundai Motor Group, since March 2026. Mr. Kovac holds a B.Sc. in Electrical Engineering from Haute École Libre de Bruxelles.

Mr. Kovac was selected to serve on our board of directors because of his leadership experience with a large public technology company and his expertise in the areas of artificial intelligence and robotics.


DoorDash, Inc.			9			2026 Proxy Statement


						Table of Contents

Alfred

Lin

Director | Age: 53 | Director Since: 2014

Mr. Lin has served as one of our directors since May 2014. Mr. Lin has been a Partner at Sequoia Capital Operations LLC, a venture capital firm (“Sequoia Capital”) since October 2010. From June 1999 to December 2014, he served as Co-Founder and General Manager at Venture Frogs, LLC, a venture capital firm. From January 2005 to December 2010, Mr. Lin served as Chairman of the Board and Chief Operating Officer of Zappos.com, an online retailer acquired by Amazon.com, Inc., a multinational technology company (“Amazon”), and from January 2001 to June 2005, he served as Vice President of Finance and Business Development of Tellme Networks, a voice recognition services and platform company acquired by Microsoft. Prior to this, from 1996 to 1998, Mr. Lin served as Vice President of Finance and Administration of LinkExchange, a banner advertising exchange acquired by Microsoft. He currently serves on the board of directors of Airbnb, Inc., a lodging and experiences marketplace company (“Airbnb”), and serves as a director of several private companies. Mr. Lin holds a B.A. in Applied Mathematics from Harvard University and an M.S. in Statistics from Stanford University.

Mr. Lin was selected to serve on our board of directors because of his extensive experience advising the senior management of high-growth companies like ours, his business and leadership experience, his financial and investment expertise, and his knowledge of technology companies.

Stanley

Tang

Director | Age: 33 | Director Since: 2013

Mr. Tang is one of our co-founders and has served as Head of DoorDash Labs, our internal robotics and automation organization, since November 2017 and as one of our directors since May 2013. He previously served as our Chief Product Officer from May 2013 to November 2017. From June 2012 until September 2012, Mr. Tang served as a Software Engineer at Meta Platforms, Inc., a social media and social networking company (“Meta”). He currently serves on the board of directors of a private company. He holds a B.S. in Computer Science from Stanford University.

Mr. Tang was selected to serve on our board of directors because of the perspective and experience he brings as a co-founder.


DoorDash, Inc.			10			2026 Proxy Statement


						Table of Contents

CONTINUING DIRECTORS

Elinor

Mertz

Director | Age: 49 | Director Since: 2022

Ms. Mertz has served as one of our directors since July 2022. Ms. Mertz has served as Chief Financial Officer at Airbnb since March 2024, and previously served as Airbnb's Vice President of Finance from January 2019 to March 2024, where she was responsible for strategic finance and analytics, corporate planning, and investor relations, and as Airbnb’s Head of Global Financial Planning & Analysis from February 2013 to January 2019. Prior to joining Airbnb in 2013, Ms. Mertz served as Vice President, Finance & Investor Relations at Netflix, Inc., a media company (“Netflix”), where she held various finance roles from 2006 to 2013. Ms. Mertz has served on the board of directors of Netflix since June 2025, and previously served on the board of directors of Faire Wholesale, Inc., a privately-held e-commerce company, from May 2022 through November 2025. Ms. Mertz holds a B.A. in Science, Technology & Society from Stanford University, an M.A. in History from Stanford University, an M.I.A. in International Affairs from Columbia University, and an M.B.A. from the Stanford Graduate School of Business.

Ms. Mertz was selected to serve on our board of directors because of her extensive experience as a public company finance professional and leader.

Ashley

Still

Director | Age: 50 | Director Since: 2023

Ms. Still has served as one of our directors since July 2023. Ms. Still has been Executive Vice President, General Manager, Mid-Market Group at Intuit, Inc., a financial software company (“Intuit”), since June 2025. Prior to that, Ms. Still served as Senior Vice President and General Manager, Creative Cloud at Adobe Inc., a multinational computer software company (“Adobe”), from May 2023 to May 2025, and served in various other roles at Adobe since joining the company in July 2004. Ms. Still holds a B.A. in Economics and International Studies from Yale University and an M.B.A. from the Stanford Graduate School of Business.

Ms. Still was selected to serve on our board of directors because of her extensive operational experience with large public technology companies and her leadership experience.


DoorDash, Inc.			11			2026 Proxy Statement


						Table of Contents

Tony

Co-Founder, CEO, and Chair | Age: 41 | Director Since: 2013

Mr. Xu is one of our co-founders and has served as our Chief Executive Officer and as one of our directors since May 2013. Since January 2022, Mr. Xu has served on the board of directors of Meta. Mr. Xu holds a B.S. in Industrial Engineering and Operations Research from the University of California, Berkeley and an M.B.A. from the Stanford Graduate School of Business.

Mr. Xu was selected to serve on our board of directors because of the perspective and experience he brings as our Chief Executive Officer and as a co-founder.

Jeffrey

Blackburn

Director | Age: 56 | Director Since: 2024

Mr. Blackburn has served as one of our directors since May 2024. Mr. Blackburn has served as Chairman & Chief Executive Officer of Tennis Channel, a television network owned by Sinclair, Inc., since April 2025 and Managing Partner at Cresta Ventures, LLC, a venture capital firm, since February 2024. He previously held various positions at Amazon for over two decades and served on its senior leadership team for over a decade, including serving as Senior Vice President of Global Media and Entertainment from May 2021 to February 2023, and Senior Vice President of Worldwide Business Development, Advertising and Entertainment from November 2012 to February 2020. From March 2021 to May 2021, Mr. Blackburn served as a general partner and a member of the management committee of Bessemer Venture Partners, a venture capital and private equity firm. From 1995 to 1998, Mr. Blackburn worked as an investment banker at Morgan Stanley and Deutsche Bank. Mr. Blackburn has served on the board of directors of Roku, Inc., a television streaming platform company, since June 2023 and of StubHub Holdings, Inc., an online marketplace for secondary tickets, since September 2025. He also serves as a board member of a private company. Mr. Blackburn holds an A.B. in Economics from Dartmouth College and an M.B.A. from Stanford Business School.

Mr. Blackburn was selected to serve on our board of directors because of his senior leadership experience, M&A and business development experience, and experience in the technology industry.


DoorDash, Inc.			12			2026 Proxy Statement


						Table of Contents

L. John

Doerr

Director | Age: 74 | Director Since: 2015

Mr. Doerr has served as one of our directors since March 2015. Mr. Doerr has been Chairman of Kleiner Perkins, a venture capital firm (“Kleiner”), since March 2016, and was previously its General Partner since August 1980. He currently serves on the board of directors of Alphabet Inc., the parent holding company of Google, Inc., and several private companies, including Amyris, Inc., a renewable products company, and Watershed, an enterprise sustainability company. Mr. Doerr previously served as a director of Bloom Energy Corporation, a clean energy company, QuantumScape Corporation, a renewable energy company, Coursera, Inc., an education tech company, and Amazon. He holds a B.S. in Electrical Engineering and an M.S. in Electrical Engineering and Computer Science from Rice University and an M.B.A. from Harvard Business School.

Mr. Doerr was selected to serve on our board of directors because of his significant public company experience as a board member, his global business and leadership experience, his financial and investment expertise, and his extensive experience advising the senior management of high-growth and technology companies like ours.

Andy

Fang

Director | Age: 33 | Director Since: 2013

Mr. Fang is one of our co-founders and has served as Head of LaunchPad, our new software products team, since November 2022. He has served as one of our directors since May 2013. He previously served as our Chief Technology Officer from May 2013 to February 2019 and, subsequently, as our Head of Consumer Engineering until November 2022. Mr. Fang holds a B.S. in Computer Science from Stanford University.

Mr. Fang was selected to serve on our board of directors because of the perspective and experience he brings as a co-founder.


DoorDash, Inc.			13			2026 Proxy Statement


						Table of Contents

Diego

Piacentini

Director | Age: 65 | Director Since: 2023

Mr. Piacentini has served as one of our directors since May 2023. Mr. Piacentini has been the founder and Managing Director of View Different, Inc., a venture capital firm, since August 2019, and has served as an executive advisor to KKR & Co., Inc., a global private equity firm, since September 2019. From September 2016 to October 2018, Mr. Piacentini served as Government Commissioner for the Digital Agenda for the Italian government. From February 2000 to August 2016, Mr. Piacentini served as Senior Vice President of the International Consumer Business at Amazon. Prior to this, from 1987 to 1999, Mr. Piacentini was at Apple Inc., a multinational technology company, where he was most recently General Manager and Vice President for Europe, Middle East, and Africa. Mr. Piacentini has served on the board of directors of Nu Holdings Ltd., a digital financial services platform, since April 2026. Mr. Piacentini also serves as a board member and advisor of several private companies and organizations. Mr. Piacentini holds a B.S. in Economics from Bocconi University.

Mr. Piacentini was selected to serve on our board of directors because of his operational experience with large public technology companies and his international business experience.

DIRECTOR INDEPENDENCE

Under the listing rules of Nasdaq, independent directors must comprise a majority of a listed company’s board of directors. In addition, Nasdaq listing rules require that, subject to specified exceptions, each member of a listed company’s audit, compensation, and nominating and corporate governance committees be independent. Under Nasdaq listing rules, a director will only qualify as an “independent director” if the board of directors affirmatively determines that the director has no relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has undertaken a review of the independence of each director. Based on information provided by each director concerning their background, employment, and affiliations, our board of directors has determined that Dr. Brown, Mses. Mertz and Still, and Messrs. Blackburn, Doerr, Kovac, Lin, and Piacentini do not have a relationship which, in the opinion of the Company's board of directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and that each of these directors is “independent” as that term is defined under Nasdaq listing rules. In making these determinations, our board of directors considered the current and prior relationships that each non-employee director has with our Company and all other facts and circumstances our board of directors deemed relevant in determining their independence and any applicable transactions involving them, including those described in the section titled “Certain Relationships, Related Party and Other Transactions.”

BOARD LEADERSHIP STRUCTURE AND ROLE OF THE LEAD INDEPENDENT DIRECTOR

We believe that the structure of our board of directors and its committees provides strong overall management of our Company. Mr. Xu currently serves as both the chairperson of our board of directors (our “Chair”) and as our Chief Executive Officer. As our co-founder, Mr. Xu is best positioned to identify strategic priorities, lead critical discussions about our Company’s strategy, risks, and execution, and execute our business plans.

Our board of directors has adopted Corporate Governance Guidelines that provide that our board of directors may appoint an independent director as our Lead Independent Director. If appointed, the Lead Independent Director is responsible for calling separate meetings of the independent directors, determining the agenda and serving as chairperson of meetings of


DoorDash, Inc.			14			2026 Proxy Statement


						Table of Contents

independent directors, reporting to our Chief Executive Officer, as well as our Chair, regarding feedback from executive sessions, serving as spokesperson for the Company as requested, and performing such other responsibilities as may be designated by a majority of the independent directors from time to time. Because Mr. Xu, our Chair, is not independent, our board of directors determined that it was advisable to appoint a Lead Independent Director and, in February 2021, our board of directors appointed Dr. Brown to serve as our Lead Independent Director. The board of directors considered Dr. Brown’s demonstrated leadership during her tenure as a member of the board and on the standing committees of the board, including her current membership on the audit committee and her prior service on each of the compensation committee and the nominating and corporate governance committee. The board of directors believes that Dr. Brown’s ability to act as a strong Lead Independent Director provides balance in our leadership structure and is in the best interest of the Company and its stockholders.

Only independent directors serve on the audit committee, the compensation committee, and the nominating and corporate governance committee of our board of directors. As a result of the board of directors’ committee system and the existence of a majority of independent directors, the board of directors believes it maintains effective oversight of our business operations, including independent oversight of our financial statements, executive compensation, selection of director candidates, and corporate governance programs. We believe that the leadership structure of our board of directors, including Dr. Brown’s role as Lead Independent Director, as well as the strong independent committees of our board of directors is appropriate and enhances our board of directors’ ability to effectively carry out its roles and responsibilities on behalf of our stockholders, including oversight of the Company’s risks, while Mr. Xu’s combined role enables strong leadership, creates clear accountability of management to our board of directors, and enhances our ability to communicate our message and strategy clearly and consistently to stockholders.

BOARD MEETINGS AND COMMITTEES

During our fiscal year ended December 31, 2025, our board of directors held four meetings (including regularly scheduled and special meetings). Each of our directors attended at least 75% of the aggregate of (i) the total number of meetings of our board of directors held during the period for which he or she has been a director and (ii) the total number of meetings held by all committees of our board of directors on which he or she served during the periods that he or she served, other than Ms. Still, who attended over 60% but less than 75% of applicable meetings.

Although we do not have a formal policy regarding attendance by members of our board of directors at annual meetings of stockholders, we strongly encourage, but do not require, our directors to attend. All of our directors who were directors at the time of our 2025 annual meeting of stockholders attended our 2025 annual meeting of stockholders.

Our board of directors has established an audit committee, a compensation committee, and a nominating and corporate governance committee. The composition and responsibilities of each of the committees of our board of directors is described below. Members serve on these committees until their resignation or until as otherwise determined by our board of directors.

Audit Committee

Our audit committee consists of Dr. Brown, Mr. Lin, and Ms. Mertz, with Ms. Mertz serving as chairperson. Each member of the audit committee meets the requirements for independence under the Nasdaq listing rules and SEC rules and regulations and the financial literacy and sophistication requirements of the Nasdaq listing rules. In addition, our board of directors has determined that each of Ms. Mertz and Mr. Lin is an audit committee financial expert within the meaning of Item 407(d) of Regulation S-K promulgated by the SEC. Our audit committee is responsible for, among other things:

•appointing, compensating, retaining, and overseeing, and where appropriate, replacing the independent registered public accounting firm;

•helping to ensure the independence of the independent registered public accounting firm;

•reviewing and discussing the scope and results of the audit with the independent registered public accounting firm, and reviewing, with management and the independent registered public accounting firm, our interim and year-end results of operations;

•reviewing our financial statements and our critical accounting policies and practices;


DoorDash, Inc.			15			2026 Proxy Statement


						Table of Contents

•overseeing and monitoring the integrity of our financial statements, accounting and financial reporting processes, and internal controls;

•overseeing the design, implementation, and performance of our internal audit function;

•overseeing our compliance with applicable law;

•establishing and overseeing procedures for the receipt, retention and treatment of complaints on accounting, internal accounting controls, or audit matters, as well as for confidential and anonymous submissions by employees concerning questionable accounting or auditing matters;

•overseeing our guidelines, programs, and policies on risk assessment and risk management, particularly with respect to financial reporting, accounting and tax matters, disclosure controls and procedures, internal control over financial reporting, legal and regulatory, data security, cybersecurity, environmental, social and governance matters, and the use of artificial intelligence technologies;

•overseeing the overall adequacy and effectiveness of, and compliance with, our code of business conduct and ethics;

•overseeing and reviewing policies and practices in connection with governmental relations and public policy;

•reviewing and approving related party transactions and developing and maintaining related policies and procedures; and

•approving or, as required, pre-approving, all audit and all permissible non-audit services, other than de minimis non-audit services, to be performed by the independent registered public accounting firm.

Our audit committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the listing rules of Nasdaq. A copy of the charter for our audit committee is available on our website at ir.doordash.com. During 2025, our audit committee held five meetings.

People & Compensation Committee

Our compensation committee consists of Messrs. Blackburn and Lin and Ms. Still, with Mr. Lin serving as chairperson. Each member of our compensation committee meets the requirements for independence under the Nasdaq listing rules and SEC rules and regulations and is a non-employee director, as defined pursuant to Rule 16b-3 promulgated under the Exchange Act. Our compensation committee is responsible for, among other things:

•reviewing, approving, and determining, or making recommendations to our board of directors regarding, the compensation of our executive officers, including our chief executive officer, and certain other key employees;

•administering our equity compensation plans;

•reviewing, approving, and administering incentive compensation plans;

•establishing and reviewing general policies, plans, and programs relating to compensation and benefits of our employees, and overseeing our overall compensation philosophy;

•reviewing and discussing with management risks arising from our compensation philosophy and practices to determine whether they encourage excessive risk-taking and to evaluate compensation policies and practices that could mitigate such risks;

•reviewing and making recommendations to our full board of directors regarding non-employee director compensation;

•evaluating the performance, or assisting in the evaluation of the performance, of our executive officers, including our chief executive officer;

•periodically reviewing and discussing with our board of directors the corporate succession and development plans for executive officers and certain key employees;


DoorDash, Inc.			16			2026 Proxy Statement


						Table of Contents

•periodically reviewing our strategies, programs, and policies that shape our human capital; and

•appointing, compensating and overseeing any compensation consultants, outside legal counsel, or other advisers it retains.

Our compensation committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the Nasdaq listing rules. A copy of the charter for our compensation committee is available on our website at ir.doordash.com. During 2025, our compensation committee held four meetings.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee consists of Messrs. Doerr, Kovac and Piacentini, with Mr. Doerr serving as chairperson. Each member of the nominating and corporate governance committee meets the requirements for independence under the listing rules of the Nasdaq and SEC rules and regulations. Our nominating and corporate governance committee is responsible for, among other things:

•searching for, identifying, evaluating, and selecting, or making recommendations to our board of directors regarding, nominees for election to our board of directors;

•considering and making recommendations to our board of directors regarding the composition, size, and leadership structure of our board of directors and its committees;

•evaluating the performance and participation of our board of directors and of individual directors;

•evaluating the adequacy of our capital structure and corporate governance practices and reporting;

•developing, overseeing, and making recommendations to our board of directors regarding corporate governance guidelines, practices, and related matters; and

•overseeing and making recommendations to our board of directors regarding shareholder engagement on matters related to governance, social responsibility, environmental, and sustainability matters.

Our nominating and corporate governance committee operates under a written charter that satisfies the applicable rules and regulations of the SEC and the Nasdaq listing rules. A copy of the charter for our nominating and corporate governance committee is available on our website at ir.doordash.com. During 2025, our nominating and corporate governance committee held four meetings.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

During 2025, the members of our compensation committee included Mr. Lin, our compensation committee chair, Mr. Blackburn, and Ms. Still. None of the members of our compensation committee is or has been an officer or employee of our Company. Any relationships between the Company and any of the members of our compensation committee requiring disclosure under Item 404 of Regulation S-K is discussed in the section titled “Certain Relationships, Related Party and Other Transactions.” None of our executive officers currently serves, or in the past year has served, as a member of the board of directors or compensation committee (or other board committee performing equivalent functions) of any entity that has one or more of its executive officers serving on our board of directors or compensation committee.

CONSIDERATIONS IN EVALUATING DIRECTOR NOMINEES

Our nominating and corporate governance committee is responsible for reviewing with the board of directors the appropriate characteristics, skills, and experience required for the board of directors as a whole and its individual members. Our nominating and corporate governance committee uses a variety of methods to identify and evaluate director nominees. Some of the qualifications that our nominating and corporate governance committee considers include, without limitation, issues of character, integrity, judgment, corporate experience, background, education, expertise, diversity, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience represented on the board of directors. Our nominating and corporate governance committee also evaluates and considers potential candidates’ independence from us,


DoorDash, Inc.			17			2026 Proxy Statement


						Table of Contents

their other commitments, any potential conflicts of interest, and such other factors as required by applicable law, rules, and regulations. Our nominating and corporate governance committee may also consider such other factors as it may deem, from time to time, are in our and our stockholders’ best interests. Our nominating and corporate governance committee does not assign any particular weight or priority to any one specific factor.

At a minimum, nominees must have the highest personal and professional ethics and integrity, have proven achievement and competence in their field and the ability to exercise sound business judgment, have skills that are complementary to those of the existing board of directors, have the ability to assist and support management and make significant contributions to our success, and understand the fiduciary responsibilities that are required of a member of our board of directors and have sufficient time and energy necessary to diligently carry out those responsibilities. Members of our board of directors are expected to prepare for, attend, and participate in all board of directors and applicable committee meetings.

In its evaluation of director candidates, our nominating and corporate governance committee considers the suitability of each director candidate, including current directors, in light of the current size and composition, organization, and governance of our board of directors and the needs of our board of directors and the respective committees of our board of directors. Although we do not maintain a specific policy with respect to board diversity, our board of directors believes that our board of directors should be a diverse body, and our nominating and corporate governance committee considers a broad range of backgrounds and experiences. In making determinations regarding nominations of directors, our nominating and corporate governance committee may take into account the benefits of diverse viewpoints. Our nominating and corporate governance committee has the authority to select and retain a third-party search firm and any other consultants or advisors to assist in the search for, and evaluation of, qualified candidates.

Our nominating and corporate governance committee also considers the above factors and other factors as it oversees the annual board of director and committee evaluations. After completing its review and evaluation of director candidates, including incumbent directors, our nominating and corporate governance committee recommends to our full board of directors the director nominees for selection.

STOCKHOLDER RECOMMENDATIONS AND NOMINATIONS TO THE BOARD OF DIRECTORS

Our nominating and corporate governance committee will consider director candidates recommended by stockholders holding at least 1% of the fully diluted capitalization of the Company continuously for at least 12 months prior to the date of the submission of the recommendation. Our nominating and corporate governance committee will evaluate any such recommendations in accordance with our restated certificate of incorporation, the committee's charter, our Bylaws and our policies and procedures for director candidates, including by applying our regular director nominee criteria described above. This process is designed to ensure that our board of directors includes members with diverse backgrounds, skills, and experience, including appropriate financial and other expertise relevant to our business. Eligible stockholders wishing to recommend a candidate for nomination should direct the recommendation in writing by letter to us at DoorDash, Inc., attention of the General Counsel, 303 2nd Street, South Tower, 8th Floor, San Francisco, California 94107. Such recommendations must include the candidate’s name, home and business contact information, detailed biographical data, relevant qualifications, a statement of support by the recommending stockholder, a signed letter from the candidate confirming willingness to serve on our board of directors, information regarding any relationships between the candidate and our Company, and evidence of the recommending stockholder’s ownership of our capital stock. Our nominating and corporate governance committee has discretion to decide which individuals to recommend for nomination as directors.

Under our Bylaws, stockholders may also directly nominate persons for our board of directors. Any nomination must comply with the requirements set forth in our Bylaws and should be sent in writing to our Secretary. To be timely for the 2027 annual meeting of stockholders, nominations for persons to our board of directors must be received by our Secretary observing, in general, the same deadlines for stockholder proposals that are not intended to be included in a proxy statement, as discussed above under “General Information—What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?—Stockholder Proposals.” Any notice of director nomination submitted must include the additional information required by Rule 14a-19(b) under the Exchange Act.


DoorDash, Inc.			18			2026 Proxy Statement


						Table of Contents

COMMUNICATIONS WITH THE BOARD OF DIRECTORS

Interested parties wishing to communicate with non-management members of our board of directors, or a committee of the board of directors, may do so by writing and mailing the correspondence to our General Counsel or legal department at DoorDash, Inc., 303 2nd Street, South Tower, 8th Floor, San Francisco, California 94107. Each communication should set forth (i) the name and address of the stockholder, as it appears on our books, and if the shares of our common stock are held by a broker, bank or nominee, the name and address of the beneficial owner of such shares, and (ii) the class and number of shares of our common stock that are owned of record by the record holder and beneficially by the beneficial owner.

Our General Counsel or legal department, in consultation with appropriate members of our board of directors as necessary, will review all incoming stockholder communications (except for mass mailings, product complaints or inquiries, job inquiries, business solicitations and patently offensive or otherwise inappropriate material) and, if appropriate, will route such communications to the appropriate committee of our board of directors, member or members of our board of directors, or if none is specified, to the Chair or the Lead Independent Director if there is not an independent Chair.

Our General Counsel or legal department may decide in the exercise of her or its judgment whether a response to any stockholder communication is necessary and will provide a report to our nominating and corporate governance committee on a quarterly basis of any stockholder communications received for which the General Counsel or legal department has responded. This procedure for stockholder communications with non-management members of our board of directors or committees of our board of directors is administered by our nominating and corporate governance committee.

This procedure does not apply to (i) communications to non-management directors from our officers or directors who are stockholders or (ii) stockholder proposals submitted pursuant to Rule 14a-8 under the Exchange Act, which are discussed further in the above section in this proxy statement titled “General Information—What is the deadline to propose actions for consideration at next year’s annual meeting of stockholders or to nominate individuals to serve as directors?—Stockholder Proposals.”

CORPORATE GOVERNANCE GUIDELINES AND CODE OF CONDUCT

Our board of directors has adopted Corporate Governance Guidelines that address items such as the qualifications and responsibilities of our directors and director candidates, including independence standards, and corporate governance policies and standards applicable to us in general. In addition, our board of directors has adopted a Code of Conduct that applies to all of our employees, officers and directors, including our Chief Executive Officer, Chief Financial Officer, and other executive and senior financial officers. The full text of our Corporate Governance Guidelines and our Code of Conduct is posted on our website at ir.doordash.com. We will disclose any amendments to our Code of Conduct or any waivers of the requirements of our Code of Conduct for directors and executive officers on the same website or in filings under the Exchange Act.

INSIDER TRADING POLICIES AND PROCEDURES

We have adopted an Insider Trading Policy governing the purchase, sale, and/or other disposition of our securities by our directors, officers, employees and other related individuals. We believe these policies and procedures are reasonably designed to promote compliance with applicable insider trading laws, rules, regulations and Nasdaq listing standards. Our Insider Trading Policy prohibits our directors, officers, employees, and certain other covered persons from, among other things, trading in our securities and related derivative securities while aware of material non-public information about the Company. Our employees are also prohibited from using any material non-public information learned through their employment with the Company that could be expected to affect the trading price of securities of another company, to trade, directly or indirectly through others, or provide such information to another person in order to trade, in the securities of such other company. Insiders are prohibited from trading securities during various periods throughout the year in connection with the public release of our quarterly results, and certain individuals must receive pre-clearance from our General Counsel or her delegate prior to engaging in any transaction in our securities. A copy of our Insider Trading Policy was filed as Exhibit 19.1 to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025.

From time to time, we may engage in transactions in our own securities. We comply with all applicable insider trading laws, rules and regulations, and Nasdaq listing standards when engaging in transactions in our securities.


DoorDash, Inc.			19			2026 Proxy Statement


						Table of Contents

ROLE OF BOARD IN RISK OVERSIGHT PROCESS

Risk is inherent with every business, and we face a number of risks, including strategic, financial, business and operational, legal and compliance, and reputational risks, in the pursuit and achievement of our strategic objectives. We have designed and implemented processes to manage risk in our operations. Management is responsible for the day-to-day oversight and management of our strategic, operational, legal and compliance, cybersecurity, and financial risks, while our board of directors, as a whole and assisted by its committees, has responsibility for the oversight of our risk management framework, which is designed to identify, assess, and manage risks to which our Company is exposed, as well as to foster a corporate culture of integrity. Consistent with this approach, our board of directors regularly reviews our strategic and operational risks in the context of discussions with management, question and answer sessions, and reports from the management team at each regular board meeting. Our board of directors also receives regular reports on all significant committee activities at each regular board meeting and evaluates the risks inherent in significant transactions.

In addition, our board of directors has tasked designated standing committees with oversight of certain categories of risk management. Our audit committee assists our board of directors in fulfilling its oversight responsibilities with respect to risk management in the areas of internal control over financial reporting, disclosure controls and procedures, and legal and regulatory compliance. Our audit committee also, among other things, discusses with management, our internal auditors, and our independent auditor guidelines and policies with respect to risk assessment and risk management, as well as potential conflicts of interest. The audit committee further oversees risk exposure related to data security, cybersecurity, and the use of artificial intelligence technologies, including the steps management has taken to monitor and control those exposures, as well as risks related to environmental, social and governance ("ESG") matters as discussed below. Our compensation committee assesses risks arising from our compensation philosophy and practices applicable to all employees to determine whether they encourage excessive risk-taking and evaluates policies and practices that could mitigate such risks. Our nominating and corporate governance committee assesses risks relating to our corporate governance practices and the independence of the board.

Our board of directors believes its current leadership structure supports the risk oversight function of the board. As Chair, Mr. Xu has primary responsibility for setting the agenda for meetings of the board of directors and his combined role as Chief Executive Officer and Chair gives him unique insight into the risk profile of the Company, including emerging risks. We believe that our majority independent directors, including Dr. Brown as Lead Independent Director, provide independent judgment and outside experience that enables the board of directors to effectively oversee the risk management of the Company.

ESG BOARD OVERSIGHT FRAMEWORK

Our board of directors believes that strong corporate governance and a robust approach to ethics and compliance benefits our stakeholders and stockholders alike. Our board of directors and its committees oversee key areas of risk management, including overseeing relevant ESG initiatives and issues, such as initiatives to enhance data privacy and security, health and safety, public policy and engagement, and ethics and compliance.

Each of our board committees have an important role in the oversight of elements of our ESG program that are within the scope of its duties and responsibilities. Our nominating and corporate governance committee reviews the composition of our board and other governance policies and practices. Our compensation committee periodically reviews the strategies, programs, and policies that shape the Company’s human capital, including those related to compensation, talent acquisition and retention, leadership development, culture, belonging, and the overall employee experience. Our audit committee oversees our overall risk profile and risk exposure, and monitors new and evolving risks to the Company, including those related to financial matters, data security and cybersecurity. Our audit committee also reviews developments in ethics and compliance policies and programs, highlights from internal investigations, and the effectiveness of our whistleblower and reporting channels.


DoorDash, Inc.			20			2026 Proxy Statement


						Table of Contents

BOARD DIVERSITY

Of our total number of eleven directors, we have three directors who self-identified as female, and two directors who self-identified as a racial/ethnic minority.

DIRECTOR COMPENSATION

Our board of directors adopted an Outside Director Compensation and Equity Ownership Policy (as amended, the “director compensation policy”) for our non-employee directors, which is intended to attract, retain, and reward such non-employee directors. The director compensation policy was developed, and is reviewed periodically, with input from our independent compensation consultant, Semler Brossy Consulting Group LLC (“Semler Brossy”), regarding practices and compensation levels at the same group of peer companies then-used for executive compensation comparisons. In October 2025, our compensation committee reviewed the compensation opportunities under our director compensation policy and a director compensation analysis of our compensation peer group prepared by Semler Brossy, and recommended to our board of directors certain changes to more closely align with the current market. Our board of directors approved these changes, effective as of January 1, 2026. Notably, the amendment to the director compensation policy increased the dollar amount of equity awards granted to non-employee directors and increased the value of the shares of our common stock that non-employee directors must hold in order to meet our minimum equity ownership guidelines. Additional information on the peer group can be found in the section titled “Executive Compensation—Compensation Discussion & Analysis—Overview of Factors Considered in Setting Executive Compensation—Peer Group and Competitive Positioning.”

Under the director compensation policy currently in effect, each non-employee director receives the cash and equity compensation for board services described below. We also reimburse our non-employee directors for reasonable, customary, and documented travel expenses to meetings of our board of directors or its committee and other expenses.

Maximum Annual Compensation Limit

The director compensation policy includes a maximum annual limit of $750,000 of cash compensation and equity awards that may be paid, issued, or granted to a non-employee director in any fiscal year (increased to $1,000,000 in the non-employee director’s initial year of service as a non-employee director). For purposes of this limitation, the value of equity awards is based on the grant date fair value determined in accordance with U.S. generally accepted accounting principles (“GAAP”). Any cash compensation paid or equity awards granted to a person for their service as an employee, or for their service as a consultant (other than as a non-employee director), will not count for purposes of the limitation. The maximum limit does not reflect the intended size of any potential compensation or equity awards to our non-employee directors.


DoorDash, Inc.			21			2026 Proxy Statement


						Table of Contents

Equity Ownership Guidelines

Additionally, each non-employee director is expected to comply with the minimum equity ownership guidelines as set forth in the director compensation policy. Our equity ownership guidelines provide that our non-employee directors must hold a number of shares of our common stock with a value equal to five times (increased from four times on January 1, 2026) the annual cash retainer for service as a non-employee director. For purposes of our equity ownership guidelines, the value of a non-employee director’s shares of our common stock will be calculated based on the average "fair market value" (as defined in our 2020 Equity Incentive Plan (the “2020 Plan”)) of the shares for the market trading days that occurred in the completed calendar month immediately prior to the month in which the last trading date of the Company’s most-recently completed fiscal year occurs. A non-employee director generally will have until the later of December 8, 2025 or, if applicable, the fifth anniversary of the date such individual became a non-employee director to comply with the minimum stock ownership requirement. Our compensation committee may waive, at its discretion, these guidelines for non-employee directors joining our board of directors from government, academia, or similar professions. Our compensation committee may also temporarily suspend, at its discretion, the guidelines for one or more non-employee directors if compliance would create severe hardship or prevent such non-employee director from complying with a court order.

As of December 31, 2025, all then-serving non-employee directors who were subject to these requirements were in compliance with the minimum equity ownership guidelines, both under the terms then in effect and as later amended.

Cash Compensation

Under our director compensation policy currently in effect, each non-employee director is paid an annual cash retainer of $60,000. Each non-employee director is also eligible to earn additional annual cash compensation for their services as follows:

•$40,000 per year for service as Chair;

•$40,000 per year for service as Lead Independent Director;

•$20,000 per year for service as chair of our audit committee;

•$15,000 per year for service as chair of our compensation committee; and

•$5,000 per year for service as chair of our nominating and corporate governance committee.

For clarity, there are no per-meeting fees for attending board of directors or committee meetings. All cash compensation is paid quarterly in arrears on a prorated basis.

Equity Compensation

Initial Award. Each person who first becomes a non-employee director will receive, automatically on the day such person is first appointed to our board of directors, or such other date specified by the board of directors, an initial award (the “Initial Award” and the date the Initial Award is granted, the “Grant Date”) of restricted stock units (“RSUs”). The Initial Award covers a number of shares of our Class A common stock equal to (i) $300,000 (increased from $250,000 on January 1, 2026) divided by (ii) the average "fair market value" (as defined in our 2020 Plan) of a share of our Class A common stock for the market trading days that occurred in the completed calendar month immediately prior to the calendar month in which the Grant Date occurs, rounded down to the nearest whole share (the “New Director Award”). In addition, in the event that the date on which the non-employee director is appointed to our board of directors is not the date of an annual meeting of our stockholders, the Initial Award will cover an additional number of shares of our Class A common stock equal to (i) (A) $300,000 (increased from $275,000 on January 1, 2026) multiplied by (B) the fraction obtained by dividing (1) the number of days between the date such person is appointed to the board and the first anniversary of the most recent annual meeting of our stockholders by (2) 365, divided by (ii) the average fair market value of a share of our Class A common stock for the market trading days that occurred in the completed calendar month immediately prior to the calendar month in which the Grant Date occurs, rounded down to the nearest whole share (the “Pro-rated Annual Award”). The New Director Award will vest in equal monthly installments over the 48 months beginning on the first day of the month following the month in which the Grant Date occurs, subject to the non-employee director continuing to be a service provider through the applicable vesting date. The Pro-rated Annual Award will vest on the earlier of (i) the one-year anniversary of the Grant Date or (ii) the day prior to the date of the annual meeting next following the Grant Date, in each case, subject to the non-employee director continuing to be a service provider through the


DoorDash, Inc.			22			2026 Proxy Statement


						Table of Contents

applicable vesting date. If the person was a member of the board of directors and also an employee, becoming a non-employee director due to termination of employment will not entitle the non-employee director to an Initial Award.

Annual Award. Each non-employee director will automatically receive, on the date of each annual meeting of stockholders, an annual award of RSUs (each, an “Annual Award”) covering a number of shares of our Class A common stock having an aggregate value (determined based on the closing price of such shares on the date the Annual Award is granted) of $300,000 (increased from $275,000 on January 1, 2026), rounded down to the nearest whole share. The Annual Award will vest on the earlier of (i) the one-year anniversary of the date the Annual Award is granted or (ii) the day prior to the date of the annual meeting next following the date the Annual Award is granted, in each case, subject to the non-employee director continuing to be a service provider through the applicable vesting date.

In the event of a “change in control” (as defined in our 2020 Plan), each non-employee director’s outstanding equity will be treated in accordance with the terms of each applicable award.

Director Compensation Table for Fiscal Year 2025

The following table provides information regarding compensation of our non-executive officer directors for service as directors for the year ended December 31, 2025. Directors who are also our employees receive no additional compensation for their service as directors. During 2025, our employee directors, Messrs. Fang, Tang, and Xu, did not receive any compensation for their services as directors. See “Executive Compensation” for additional information regarding Mr. Xu’s compensation. The compensation received by each of Messrs. Fang and Tang as an employee is set forth in the footnotes to the table below. Mr. Kovac joined our board of directors in January 2026 and did not receive any compensation for the year ended December 31, 2025.


Name	Fees Earned or Paid in Cash ($)	Stock Awards(1) ($)	Total ($)

Jeffrey Blackburn	60,000	274,902	334,902
Shona Brown	100,000	274,902	374,902
L. John Doerr	65,000	274,902	339,902
Andy Fang⁽²⁾	—	—	—
Alfred Lin	75,000	274,902	349,902
Ellie Mertz	80,000

SEC Form DEF 14A filed by DoorDash Inc.