Will DocuSign's next DEF 14A filing show CEO Allan Thygesen owning more than 0.5% of outstanding shares?

CEO Thygesen was a Google VP, not a founder. Appointed June 2022. Standard initial equity grants for non-founder SaaS CEOs at ~$15B market cap companies are typically $20-40M over 4 years, which at ~$55/share would be ~360K-730K shares. After 3.5 years with front-loaded vesting (40/35/15/10), roughly 90% would be vested (~325K-655K shares before selling/tax). He sold 26,250 shares in 6 weeks (annualized ~225K/year) and disposes shares for tax withholding (~35-40%). To reach 1M shares, he'd need an initial grant well above industry norms PLUS significant refresher grants. The 0.5% threshold is high for a non-founder CEO.

DocuSign's stock was in the $50-80 range when Thygesen joined in mid-2022. If his initial grant was $30M at ~$60/share, that's ~500K shares. Annual refreshers of ~$10M/year for 3 years at varying prices could add 200-400K shares total. After tax withholding (~40% of vested shares) and 10b5-1 sales (annualized ~225K shares/year), reaching 1M shares retained would require being at the extreme high end of all assumptions. His net position only increased by 6,015 shares in the observed period, suggesting the accumulation rate is modest relative to the 1M threshold.

The base rate for non-founder SaaS CEOs holding >0.5% of shares outstanding is low, perhaps 15-25%. Comparable non-founder SaaS executives at similar-cap companies (Salesforce, Splunk, ServiceNow) typically hold 0.05-0.2%. Thygesen came from Google where he likely had substantial Google equity, reducing the incentive to accumulate DocuSign shares beyond standard compensation. The committee rated insider ownership as a 'critical data gap' reflecting genuine uncertainty, but the structural prior for non-founder CEOs exceeding 0.5% at a company with 200M+ shares outstanding is unfavorable.

Non-founder CEO at a ~$11B company owning >0.5% equals ~$55M+ in stock. Possible but unusual. Thygesen has been CEO for 3.5 years, retains majority of vested equity (net +6,015 shares in 6-week observation window), and has PSU acceleration potential capped at 200% of target. If PSUs hit 150-200% of target, that adds significant shares. However, tax withholding removes ~35-40% of vested shares. The annualized 10b5-1 selling rate of ~225K shares is a meaningful drag on accumulation. The question is whether total vested + 60-day-vestable shares clear the 1M bar.

Key data point: CEO's observed behavior shows net accumulation (+6,015 shares) even while running a 10b5-1 plan, meaning vesting exceeds selling + tax withholding. If this pattern holds over 3.5 years, cumulative holdings could be meaningful. But 1M shares is a high bar. Typical initial CEO grant at a company this size: 300K-600K shares. With 3.5 years of refreshers and vesting: maybe 700K-1.2M total vested. After tax withholding (~35%) and ongoing sales: 400K-750K shares retained. Reaching 1M requires top-of-range assumptions across initial grant size, refreshers, AND retention rate simultaneously.

The DEF 14A beneficial ownership table counts direct holdings + indirect holdings including shares held in trusts + shares acquirable within 60 days (unvested RSUs/options vesting soon). This broadens the count beyond 'net retained shares' calculations. With front-loaded vesting (40/35/15/10), the next 60-day tranche could be meaningful — potentially 20-40K additional shares. PSU performance multiplier up to 200% could significantly boost total. If initial grant was larger than typical (DocuSign was in transition, premium to attract external CEO), 0.5% becomes plausible. Still below 50% probability given non-founder base rates.

Non-founder SaaS CEO, 3.5 years tenure, ~200M shares outstanding. The 0.5% threshold requires ~1M shares. Base rate for non-founder CEO exceeding this at a company this size is approximately 20%. Net positive on shares in observed period (+6,015 in 6 weeks) but the 1M threshold is a very high bar given typical grant sizes and tax withholding drag.

Front-loaded RSU vesting means most of initial grant already vested after 3.5 years. 10b5-1 selling at ~225K shares/year annualized is a significant drain. PSU acceleration at 200% cap still may not bridge gap to 1M shares if initial grant was in the typical 300-500K range. Tax withholding on each vesting event removes ~35-40%. The combination of standard grants, tax drag, and active selling makes 1M shares unlikely.

DEF 14A beneficial ownership includes shares acquirable within 60 days (unvested RSUs/options). This broadens the count and could add 20-50K shares to the total. However, non-founder CEOs at companies with 200M+ shares outstanding rarely exceed 0.5% ownership. The analysis identifies this as a critical data gap, suggesting genuine uncertainty, but the structural prior favors below 0.5%.