The Trade Desk (TTD) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 27, 2025, with voting available online, by phone, or by mail.

• Four main proposals are up for vote: election of two Class III directors, approval of the 2025 Incentive Award Plan, advisory vote on executive compensation, and ratification of PwC as auditor.

• Shareholders of record as of March 31, 2025, are eligible to vote, with Class A shares having one vote and Class B shares ten votes each.

• The board recommends voting FOR all proposals.

Voting matters and shareholder proposals

• Proposal 1: Elect two Class III directors (Lise J. Buyer and Kathryn E. Falberg) for three-year terms; David B. Wells will not stand for re-election.

• Proposal 2: Approve the 2025 Incentive Award Plan, amending the 2016 plan, with no new evergreen provision and no share reserve increase.

• Proposal 3: Non-binding advisory vote to approve named executive officer compensation.

• Proposal 4: Ratify PwC as independent auditor for 2025; audit fees for 2024 were $6.07 million.

• Shareholder proposals for the 2026 meeting must be received by December 10, 2025, for inclusion in the proxy statement.

Board of directors and corporate governance

• The board will reduce from eight to seven members after the meeting.

• Lise J. Buyer serves as lead independent director; Jeff T. Green is chairman and CEO.

• All directors except the CEO and CSO are independent per Nasdaq rules.

• Board committees: Audit (to be chaired by Falberg), Compensation (chaired by Falberg), and Nominating/Governance (chaired by Buyer).

• Directors are encouraged to attend annual meetings and must meet stock ownership guidelines.