Whereas: Executive compensation should be directly tied to measurable outcomes that reflect the company’s financial performance. For a company like Docusign whose financial performance is the key driver of its position as a software company, compensation structures must prioritize metrics that reinforce profitability, customer trust, and operational excellence. The particular use of ESG and DEI metrics in executive compensation, often based on subjective or activist criteria, diverts focus from these core business imperatives and dilutes executive responsibility. 1 Unfortunately, Docusign incorporates such metrics, including linking executive compensation to advancing ESG priorities, and referencing its intent to incorporate quantitative ESG goals in future executive compensation. In its 2025 proxy statement, Docusign references an ‘ESG modifier’ used to determine executive compensation by “further motivat[ing] our executive leadership to meet high standards in advancing certain ESG priorities as a company.” The company further asserts that such elements are likely to continue in FY2026, stating that “we expect our executive bonus plan to incorporate preset, quantitative ESG components based on emissions reductions and employee engagement,” without adequately explaining the nature of such engagement initiatives or how such initiatives or emissions reductions increase shareholder value. While proponents of ESG and DEI argue for these metrics, Docusign’s fiduciary duty demands that executive compensation should be tied to value creation, not to metrics that are legally risky, ideologically divisive, or vague regarding core business. 2 3 Studies indicate that ESG-linked executive compensation introduces a ‘dual mandate’ that confuses strategic priorities. One study in particular notes that “the demand for ESG-based compensation is, explicitly or implicitly, based on the recognition that corporate executives do not have, on their own, sufficiently strong incentives to give weight to the welfare of stakeholders.” Further, ISS analysis indicates that “DEI targets are more consistently achieved than financial goals,” raising questions of whether compensation elements like Docusign’s, which tie compensation to emissions strategies and ESG priorities, positively impact business performance at all. Given the company’s past controversies regarding brand politicization, shareholders deserve transparency regarding the company’s business case for using such metrics in executive compensation. 4 As a company with obligations to both fiduciary responsibility and nondiscrimination, integration of ESG and DEI metrics into executive compensation exposes Docusign to insufficiently disclosed material risks. These risks include litigatory exposure stemming from subjective/activist criteria that may be difficult to quantify under scrutiny, regulatory uncertainty, and reputational harm, especially if compensation metrics are perceived as prioritizing ideological goals over fiduciary duty. Shareholders are right to ask Docusign to address the obvious business liability/high risk caused by diluting executive compensation with goals separate from business performance and shareholder return