DocuSign : 2024 Annual Report Proxy

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

Filed by the Registrant

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Filed by a Party other than the Registrant

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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

DOCUSIGN, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

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

Notice of 2024 Annual Meeting of Stockholders

Dear Stockholder:

You are cordially invited to attend the 2024 Annual Meeting of Stockholders (the "Annual Meeting") of Docusign, Inc., a Delaware corporation (the "Company"). The Annual Meeting will be held in a virtual format via an online live webcast. A virtual format allows us to improve sustainability and reduce our environmental footprint, save us and stockholders time and money, and ensure all stockholders have the opportunity to efficiently and effectively participate in the Annual Meeting regardless of location.

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

To elect the Board of Directors' nominees, Enrique Salem, Peter Solvik, and Maggie

01 Wilderotter, to the Board of Directors to hold office until the 2027 Annual Meeting of Stockholders.

To ratify the selection of PricewaterhouseCoopers LLP by the Audit Committee of the

02 Board of Directors as the independent registered public accounting firm of the Company for its fiscal year ending January 31, 2025.

03 To conduct an advisory vote on our named executive officers' compensation.

Stockholder proposal to report on effectiveness of the Company's diversity, equity, and

04 inclusion efforts.

05 To conduct any other business properly brought before the meeting.

These items of business are more fully described in the Proxy Statement accompanying this Notice.

The record date for the Annual Meeting is April 4, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. On or about April 17, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and annual report.

The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/DOCU2024, where you will be able to listen to the meeting live, submit questions and vote online. We encourage you to check the Annual Meeting website and our press releases on our investor relations website at investor.docusign.comprior to the virtual Annual Meeting if you plan to attend.

By Order of the Board of Directors,

Date

May 29, 2024

Time

9:00 a.m. Pacific Time

Location

www.virtualshareholdermeeting.com/DOCU2024

Record Date

The record date for the Annual Meeting is April 4, 2024. Only stockholders of record at the close of business on that date may vote at the meeting or any adjournment thereof. On or about April 17, 2024, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Proxy Statement and annual report.

Allan Thygesen

President & Chief Executive Officer

San Francisco, California, April 17, 2024

All stockholders are cordially invited to attend the Annual Meeting. Whether or not you plan to attend the Annual Meeting, you are encouraged to submit your proxy and voting instructions via the Internet, by telephone or, if you received a paper proxy card and voting instructions by mail, you may vote your shares by completing, signing and dating the proxy card as promptly as possible and returning it in the enclosed envelope (to which no postage need be affixed if mailed in the United States). Even if you have given your proxy, you may still vote online if you attend the Annual Meeting. Please note, however, that if your shares are held of record by a broker, bank or other nominee and you wish to vote at the Annual Meeting, you must obtain from the record holder a proxy issued in your name. You may revoke a previously delivered proxy at any time prior to the Annual Meeting. You may do so automatically by voting online at the Annual Meeting, or by delivering to us a written notice of revocation or a duly executed proxy bearing a date later than the date of the proxy being revoked.

Table of Contents

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING	1
FISCAL YEAR 2024 IN REVIEW	7
STOCKHOLDER ENGAGEMENT	8
ENVIRONMENTAL, SOCIAL AND GOVERNANCE (ESG)	12
DIRECTORS AND CORPORATE GOVERNANCE	16
COMMUNICATIONS AND POLICIES	30
DIRECTOR COMPENSATION	31
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	34
FISCAL YEAR 2025 EXECUTIVE OFFICERS	36
EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS	38
COMPENSATION RISK ASSESSMENT	63
EXECUTIVE COMPENSATION TABLES	64
EMPLOYMENT AGREEMENTS AND POTENTIAL PAYMENTS	72
TRANSACTIONS WITH RELATED PERSONS	83
CEO PAY RATIO DISCLOSURE	84
PAY VERSUS PERFORMANCE	85
EQUITY COMPENSATION PLAN INFORMATION	90
COMMITTEE REPORTS	91
PROPOSAL 01 - ELECTION OF DIRECTORS	92
PROPOSAL 02 - RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM	93
PROPOSAL 03 - ADVISORY VOTE ON OUR NAMED EXECUTIVE OFFICERS' COMPENSATION	95
PROPOSAL 04 - STOCKHOLDER PROPOSAL	96
PROCEDURAL MATTERS	99
TRANSACTION OF OTHER BUSINESS	100

Questions and Answers About These Proxy Materials and Voting

Why did I receive a notice regarding the availability of proxy materials on the Internet?

Pursuant to rules adopted by the Securities and Exchange Commission (the "SEC"), we have elected to provide access to our proxy materials over the Internet. Accordingly, we have sent you a Notice of Internet Availability of Proxy Materials (the "Notice") because the Board of Directors (the "Board") of Docusign, Inc., a Delaware corporation (sometimes referred to as the "Company" or "Docusign") is soliciting your proxy to vote at the 2024 Annual Meeting of Stockholders (the "Annual Meeting"), including at any adjournments or postponements of the Annual Meeting. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice.

We intend to mail the Notice on or about April 17, 2024 to all stockholders of record entitled to vote at the Annual Meeting.

Will I receive any other proxy materials by mail?

We may send you a proxy card, along with a second Notice, on or after April 17, 2024.

How do I attend the annual meeting?

The Annual Meeting will be held on Wednesday, May 29, 2024 online via live webcast at 9:00 a.m. Pacific Time. Information on how to vote online at the Annual Meeting is discussed below.

Will the annual meeting be held in person or virtually?

We currently intend to hold our Annual Meeting virtually. The Annual Meeting can be accessed by visiting www.virtualshareholdermeeting.com/DOCU2024, where you will be able to listen to the meeting live, submit questions and vote online. We will announce any updates through a press release, on our Annual Meeting website (www.virtualshareholdermeeting.com/DOCU2024) and in a Current Report on Form 8-K. We encourage you to check the Annual Meeting website and our press releases on our investor relations website at investor.docusign.comprior to the meeting if you plan to attend.

Who can vote at the annual meeting?

Only stockholders of record at the close of business on April 4, 2024 will be entitled to vote at the Annual Meeting. On this record date, there were 204,746,964 shares of common stock outstanding and entitled to vote.

Stockholder of Record: Shares Registered in Your Name

If on April 4, 2024, your shares were registered directly in your name with Docusign's transfer agent, American Stock Transfer and Trust Company, LLC, then you are a stockholder of record. As a stockholder of record, you may vote online at the Annual Meeting or vote by proxy. Whether or not you plan to attend the Annual Meeting, we urge you to fill out and return the proxy card or vote by proxy over the telephone or on the Internet as instructed below to ensure your vote is counted.

Docusign	Proxy Statement	1

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Beneficial Owner: Shares Registered in the Name of a Broker or Bank

If on April 4, 2024, your shares were not held in your name, but rather in an account at a brokerage firm, bank or other similar organization, then you are the beneficial owner of shares held in "street name" and this Notice is being forwarded to you by that organization. The organization holding your account is considered to be the stockholder of record for purposes of voting at the Annual Meeting. As a beneficial owner, you have the right to direct your broker, bank or other agent regarding how to vote the shares in your account. You are also invited to attend the Annual Meeting. However, since you are not the stockholder of record, you may not vote your shares at the Annual Meeting unless you request and obtain a valid proxy from your broker, bank or other agent.

What are my voting choices on each matter? What are the Board's recommendations?

		Board
Proposal	Voting Choices	Recommendation

01		For(1)	FOR(1)
Election of Directors	Against(1)
		Abstain(1)

02	Ratification of the selection of PricewaterhouseCoopers LLP as the Company's independent registered	For
Against
public accounting firm for fiscal year ending January 31, 2025
		Abstain
03		For
Approval, on an advisory basis, of our named executive officers' compensation	Against
		Abstain
04		For
Stockholder proposal to report on the effectiveness of the Company's diversity, equity, and inclusion efforts Against
		Abstain

FOR

FOR

AGAINST

1. The voting choices and Board recommendation are with respect to each director nominee.

2	Proxy Statement	Docusign

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

How many votes are needed to approve each proposal?

The following table summarizes the minimum vote needed to approve each proposal and the effect of abstentions and broker non-votes.

			Effect of	Effect of
		Vote Required	Abstentions	Broker
Proposal		for Approval	Votes	Non-Votes
01	Election of Directors	"For" votes from the holders of a majority of votes cast	No effect	No effect
affirmatively or negatively(1)
02	Ratification of the selection of PricewaterhouseCoopers LLP as the	"For" votes from the holders of a majority of votes cast		Not applicable(2)
Company's independent registered public accounting firm for fiscal	No effect
affirmatively or negatively
	year ending January 31, 2025

03	Approval, on an advisory basis, of our named executive officers'	"For" votes from the holders of a majority of votes cast
compensation	affirmatively or negatively
04	Stockholder proposal to report on the effectiveness of the Company's	"For" votes from the holders of a majority of votes cast
diversity, equity, and inclusion efforts	affirmatively or negatively

No effect	No effect
No effect	No effect

1. Indicated vote required for approval is with respect to each director nominee.
2. This proposal is considered to be a "routine" matter. Accordingly, if you hold your shares in street name and do not provide voting instructions to your broker, bank or other agent that holds your shares, your broker, bank or other agent has discretionary authority under applicable exchange rules to vote your shares on this proposal.

How do I vote?

For each matter to be voted on, you may vote "For" or "Against" or abstain from voting.

Stockholder of Record: Shares Registered in Your Name

If you are a stockholder of record, you may vote by proxy over the telephone, vote by proxy through the Internet or vote by proxy using a proxy card that you may request or that we may elect to deliver at a later time. Whether or not you plan to attend the Annual Meeting, we urge you to vote by proxy to ensure your vote is counted. You may still attend the Annual Meeting even if you have already voted by proxy. In such case and if you vote at the meeting, your previously submitted proxy will be disregarded.

To vote online during the virtual Annual Meeting	To vote using the proxy	To vote over the telephone,	To vote through the Internet,
visit	card, simply complete, sign	dial 1-800-690-6903 (toll-	go to www.proxyvote.com to
www.virtualshareholdermeeting.com/DOCU2024.	and date the proxy card	free within the United	complete an electronic proxy
Please have your 16-digit control number	and return it promptly in the	States) using a touch-tone	card (have your Notice or
included in the Notice, on your proxy card or in	envelope provided (if you	phone and follow the	proxy card in hand when you
the instructions that accompanied your proxy	elected to receive printed	recorded instructions (have	visit the website). You will be
materials.	materials). If you return	your Notice or proxy card in	asked to provide the company
	your signed proxy card to	hand when you call). You	number and 16-digit control
	us before the Annual	will be asked to provide the	number from the Notice. Your
	Meeting, we will vote your	company number and 16-	Internet vote must be received
	shares as you direct.	digit control number from	by 11:59 p.m. Eastern Time on
		the Notice. Your telephone	May 28, 2024 to be counted.
		vote must be received by
		11:59 p.m. Eastern Time on
		May 28, 2024 to be
		counted.

Docusign	Proxy Statement	3

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If you are a beneficial owner of shares registered in the name of your broker, bank or other agent, you should have received a Notice containing voting instructions from that organization rather than from Docusign. Follow the voting instructions in the Notice to ensure that your vote is counted. Alternatively, you may vote by telephone or over the Internet as instructed by your broker or bank. To vote online at the Annual Meeting, you must obtain a valid proxy from your broker, bank or other agent. Follow the instructions from your broker, bank or other agent included with these proxy materials, or contact that organization to request a proxy form.

Internet proxy voting may be provided to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

What if another matter is properly brought before the meeting?

The Board knows of no other matters that will be presented for consideration at the Annual Meeting. If any other matters are properly brought before the meeting, it is the intention of the persons named in the accompanying proxy to vote on those matters in accordance with their best judgment.

How many votes do I have?

On each matter to be voted upon, you have one vote for each share of common stock you own as of April 4, 2024, the record date for the meeting.

If I am a stockholder of record and I do not vote, or if I return a proxy card or otherwise vote without giving specific voting instructions, what happens?

If you are a stockholder of record and do not vote by completing your proxy card, by telephone, through the Internet or online at the Annual Meeting, your shares will not be voted.

If you return a signed and dated proxy card or otherwise vote without marking voting selections, your shares will be voted, as applicable, "For" the election of the three nominees for director, "For" the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025, and "For" the advisory vote on our named executive officers' compensation. If any other matter is properly presented at the meeting, your proxy holder (one of the individuals named on your proxy card) will vote your shares using his or her best judgment.

If I am a beneficial owner of shares held in street name and I do not provide my broker or bank with voting instructions, what happens?

Broker non-votes occur when shares held by a broker for a beneficial owner are not voted either because (i) the broker did not receive voting instructions from the beneficial owner or (ii) the broker lacked discretionary authority to vote the shares. Abstentions represent a stockholder's affirmative choice to decline to vote on a proposal, and occur when shares present at the meeting are marked "abstain." Broker non-votes and abstentions are counted for purposes of determining whether a quorum is present. Broker non-votes and abstentions have no effect on the outcome of matters voted.

A broker has discretionary authority to vote shares held for a beneficial owner on "routine" matters without instructions from the beneficial owner of those shares. On the other hand, absent instructions from the beneficial owner of such shares, a broker is not entitled to vote shares held for a beneficial owner on "non- routine" matters.

4	Proxy Statement	Docusign

QUESTIONS AND ANSWERS ABOUT THESE PROXY MATERIALS AND VOTING

Proposal 1, the election of our Class III directors, Proposal 3, the advisory vote on our named executive officers' compensation, and Proposal 4, a stockholder

proposal to report on the effectiveness of the Company's diversity, equity, and inclusion efforts are non-routine matters, so your broker or nominee may not vote your shares on Proposal 1, Proposal 3 or Proposal 4 without your instructions. Proposal 2, the ratification of PricewaterhouseCoopers LLP as our independent registered public accounting firm for the fiscal year ending January 31, 2025, is a routine matter, so your broker or nominee may vote your shares on Proposal 2 even in the absence of your instruction.

If you are a beneficial owner of shares held in street name, in order to ensure your shares are voted in the way you would prefer, you must provide voting instructions to your broker, bank or other agent by the deadline provided in the materials you receive from your broker, bank or other agent.

What does it mean if I receive more than one Notice?

If you receive more than one Notice, your shares may be registered in more than one name or in different accounts. Please follow the voting instructions on the Notices to ensure that all of your shares are voted.

Can I change my vote after submitting my proxy?

Stockholder of Record: Shares Registered in Your Name

Yes. You can revoke your proxy at any time before the final vote at the meeting. If you are the record holder of your shares, you may revoke your proxy in any one of the following ways:

• You may submit another properly completed proxy card with a later date.
• You may grant a subsequent proxy by telephone or through the Internet.
• You may send a timely written notice that you are revoking your proxy to Docusign's Corporate Secretary at 221 Main Street, Suite 1550, San Francisco, California 94105.
• You may attend the virtual Annual Meeting and vote online. Simply attending the virtual Annual Meeting will not, by itself, revoke your proxy.

Your most current proxy card or telephone or Internet proxy is the one that is counted.

Beneficial Owner: Shares Registered in the Name of Broker or Bank

If your shares are held by your broker, bank or other agent, you should follow the instructions provided by your broker, bank or other agent.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Annual Meeting, who will separately count with respect to each proposal and, if applicable, votes "For" and "Against," abstentions, and broker non-votes. Broker non-votes and abstentions have no effect on the outcome of matters voted.

What is the quorum requirement?

A quorum of stockholders is necessary to hold a valid meeting. A quorum will be present if stockholders holding a majority of the outstanding shares entitled to vote are present virtually at the meeting or represented by proxy. On the record date, there were 204,746,964 shares outstanding and entitled to vote. Thus, the holders of at least 102,373,483 shares must be present virtually or represented by proxy at the Annual Meeting to have a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other agent) or if you vote at the Annual Meeting. Abstentions and broker non-votes will be counted towards the quorum requirement. If there is no quorum, the holders of a majority of shares present at the virtual Annual Meeting or represented by proxy may adjourn the Annual Meeting to another date.

Docusign	Proxy Statement	5