Trade Desk CEO Option Repricing: Proxy Vote Split 65% to 35%

The Trade Desk has cut the exercise price on up to 15.6 million employee stock options to $12.26, and its chief executive is one of the largest holders of the repriced options. A Form 8-K filed Tuesday, Oct. 20 says stockholders approved the repricing at a special meeting on Monday, Oct. 19, by 441,097,211 votes for and 232,477,009 against. Jeff Green, chairman and CEO, held 97.6% of the company's 10-vote Class B shares and 50.2% of total voting power as of July 31, 2026, according to the special meeting proxy filed Sept. 18. The 8-K does not break the vote out by class, but the share counts it gives show the result could not have passed on Class A votes alone.

The lower price is conditional. The 8-K says that for any holder whose service ends, except a termination by the company without cause, or who exercises a repriced option before April 19, 2027, "the exercise price will automatically revert to the original exercise price." The repriced options otherwise keep their existing terms, including vesting.

What the Repricing Changed

Under the plan approved by the board on Thursday, Aug. 13, each eligible option under the 2025 Incentive Award Plan with an exercise price above the Oct. 19 close was "automatically reduced to $12.26, the closing price" that day. The proxy says the eligible options were granted from April 13, 2017 through Sept. 16, 2026, carried exercise prices from $3.69 to $122.59 and covered up to 15,582,540 Class A shares.

Excluded were incentive stock options, options held by non-employee directors and Green's market-based performance options from October 2021 and September 2026. The board said the repricing "will help restore the incentive and retention benefits of the eligible options without increasing the Company's overhang." The proxy says the company will record any incremental compensation cost under accounting rules; the filings checked do not give an amount.

Green's Share of the Repriced Options

The proxy's table, as of Sept. 16, 2026, lists these eligible options for Green, all priced above $12.26. Each price is the weighted average for that price range:

• 737,028 options at a weighted average price of $25.00.
• 450,045 options at $49.24.
• 215,696 options at $61.46.
• 215,720 options at $74.90.

That is 1,618,489 options, about 10.4% of all eligible options, with a weighted average exercise price of about $43.25 (TradeFlock's math). At the old prices, exercising all of them would cost about $70.0 million; at $12.26 it would cost about $19.8 million, roughly $50.2 million less by our math. Because $12.26 was the market price, the repriced options had no in-the-money value on Oct. 19. Each $1 rise in the share price above $12.26 would add about $1.6 million of value to them.

The four current executive officers held 3,186,931 eligible options, about 20.5% of the total, and 2,342 other employees held 12,395,609. Chief legal officer Jay Grant held 658,346 and chief operating officer Vivek Kundra held 470,343. The proxy notes that "current executive officers hold Eligible Options that will be repriced."

How the Vote Added Up

On the Sept. 14 record date there were 429,686,475 Class A shares with one vote each and 43,108,629 Class B shares with 10 votes each. The 8-K says 286,055,786 shares carrying 673,873,967 votes were represented. Those two totals imply about 43.09 million Class B shares and 242.96 million Class A shares were present.

Since Class A holders present had at most about 243.0 million votes, at least 198.1 million of the 441.1 million votes for had to come from Class B shares. If every Class B vote present was cast for the proposal, Class A votes would have split about 10.2 million for and 232.5 million against, or about 4% in favor (TradeFlock's estimate). Green also beneficially owned 7,608,547 Class A shares other than options as of July 31: 603,008 held directly and the rest through his trust, a partnership and his family foundation. Those shares are part of the Class A pool. If he voted them for as well, other Class A holders would have cast about 2.6 million votes for and 232.5 million against, or about 1% in favor (TradeFlock's estimate: 10.2 million less 7.6 million). The filings do not say how Green voted, and his record date holdings may differ.

The proxy set the bar at a majority of votes cast. Its original text on abstentions was inconsistent, and an Oct. 8 supplement corrected it: the amended text says that because abstentions "will not be counted as 'votes cast,'" they "will have no effect on the vote on either Proposal One or Proposal Two." So the 299,747 abstentions did not count. Votes for were about 65.5% of votes cast (441.1 million of 673.6 million), and votes against were about 34.5%.

What Stayed Outside the Repricing

Green's largest new award was not touched. A Sept. 15 8-K says the board granted him a performance option on Sept. 14 to buy up to 7,000,000 shares at $14.97, vesting in seven tranches only if the stock averages $18.00 to $105.00 over 20 consecutive trading days. His Form 4 filed Sept. 16 reports the grant. The Oct. 19 close of $12.26 was about 18% below that $14.97 exercise price. The proxy says the performance options "are not eligible for the Repricing at this time."

The stock has kept falling since the board approved the plan. Yahoo Finance data show a $14.56 close on Aug. 13, so the $12.26 reset price was about 16% lower.

Green holds both the chairman and CEO titles, a pairing more S&P 500 companies have split after a season of proxy fights. His voting control comes from his Class B holdings: 29,405,209 shares through the Jeff Green Trust and 12,666,670 through family trusts, per the proxy. He also beneficially owned 11,626,302 Class A shares, including 4,017,755 exercisable options, as of July 31. A Form 4 filed Aug. 18 reports a gift of 52,910 Class A shares on Aug. 15.

Big holders have split on pay elsewhere too, as in Tesla's pay-package vote with index funds still split. Yext took a different route with a CEO option grant tied to 14 price hurdles.

Dates to Track

Officers have two business days to report the repriced options on Form 4. The reversion clause runs until Monday, April 19, 2027; before then, an exercise or most departures would restore the old price. The next annual proxy should show the accounting cost of the repricing and whether the board revisits Green's performance options.

Cover image: Pacific coast at Ventura, California, by Tony Webster via Wikimedia Commons, CC BY 2.0 (cropped).