The Trade Desk votes October 19 on repricing up to 15.6 million options; Jeff Green holds 50.2% voting power
On Monday, October 19, The Trade Desk's shareholders vote on resetting up to 15.6 million options struck well above the share price. Founder-chief executive Jeff Green holds 1.6 million of them and controls 50.2% of the vote, and the staff laid off in September are not on the list.
Richard Tang · 3 min read
The outcome of Monday's shareholder vote at The Trade Desk+7.22% — The Trade Desk, up 7.22 percent today is not in doubt, and the company's own proxy explains why. On October 19, holders of the ad-buying software company will vote on cutting the exercise price of up to 15,582,540 stock options, granted since 2017 at strikes from $3.69 to $122.59, to that day's closing price 1.
Founder and chief executive Jeff Green holds 1.6 million of them and controls 50.2% of the total voting power through Class B shares that carry ten votes each, so a proposal needing only a majority of votes cast is one he can pass by himself 1. The proxy states in its own words that approval "may benefit our executive officers" 1.
One week from the miss to the board's decision
The board approved the repricing on August 13, one week after the June-quarter report 1. Second-quarter revenue came in at $715 million, 3% above a year earlier, and the September quarter was guided to at least $650 million, which would be the first year-over-year decline in at least three years 23.
On September 4 the company cut about 575 people 4. That is roughly 15% of the 3,843 full-time staff it reported at the end of 2025 5.
The people cut in September are not on the list
To join the repricing, a holder must still work at the company and have received no notice of termination by Monday; the board may make exceptions, but the proxy promises none 1. The 2,342 non-executive employees holding eligible options get Monday's price, while the people cut in September keep strikes that a $12.18 stock may never reach 16.
Green's separate September performance grant, seven million shares struck at $14.97, was made the day the board set its record date, the day that fixes who may vote, and sits outside the reset 41.
From 27% growth to a guided 12% decline in two years
- Revenue growth, year on year
- Estimate
Data
| Revenue growth, year on year | |
|---|---|
| Q3 '24 | 27.3% |
| Q4 '24 | 22.3% |
| Q1 '25 | 25.4% |
| Q2 '25 | 18.7% |
| Q3 '25 | 17.7% |
| Q4 '25 | 14.3% |
| Q1 '26 | 11.8% |
| Q2 '26 | 3% |
| Q3 '26 guide (estimate) | -12% |
Retention is a real argument; the structure is the tell
The board's worry is legitimate: options struck as high as $122.59 against a $12 stock retain nobody. Its consultants weighed an exchange offer, dropped as too slow and costly under tender-offer rules, and fresh grants, dropped because they would add new dilution, before settling on the repricing 1.
Green himself bought about $150 million of stock in March, betting that AI tools built over a decade would drive the turnaround 5; the newest of those products have not yet moved the top line 3. If the turnaround comes, the people the repricing is designed to keep are the ones who will build it.
Some holders are not staying for the turnaround
Some holders have already decided: the investment fund Vision Capital told investors it sold its stake in the third quarter because growth now trails Amazon−0.03% — Amazon, down 0.03 percent today, Google and Meta−0.41% — Meta, down 0.41 percent today 7. The September-quarter results that test the $650 million floor are still to come 3.
A repricing can be the right retention tool. A founder who resets his own strike with his own votes, while the people he cut in September hold paper the stock may never see again, has shown shareholders exactly who bears the cost of this year.
Deepdive
AI-generated from this story and its cited sources. Not investment advice.
