Opinion

Trade Desk's CEO shouldn't get to vote himself a cheaper strike price

Resetting underwater options for 2,300 employees after layoffs has a real case. Letting Jeff Green's 50.2% of the vote decide a repricing that also covers his own options doesn't.

By Connor O'Brien · Oct 25, 2026, 1:00 PM EDT

Why it matters: A controlling shareholder decided a repricing that benefits him while most outside holders voted no, testing what dual-class governance protects.

For information only, not investment advice. Prices delayed.

Tickers: TTD

The Trade Desk ($TTD) just cut the strike price on a pile of underwater stock options to $12.26, and the vote that approved it was decided by one man who holds some of those options. As our report laid out, outside investors were overwhelmingly against it. In my view, the repricing for rank-and-file employees is defensible. Letting the controlling shareholder vote through a reset that also covers his own options is not.

What the company did

According to the company's Form 8-K, on Oct. 19 Trade Desk repriced certain outstanding options held by current employees and executive officers, excluding non-employee directors. Any eligible option with a strike above that day's Class A close was cut to $12.26, the closing price. The Wall Street Journal, as summarized by Investing.com, put the cut at as much as 85%. The proxy says the eligible options cover up to 15,582,540 Class A shares, granted from April 2017 through September 2026, with strikes between $3.69 and $122.59.

Per the WSJ via Investing.com, that pool breaks down as 1.6 million options held by CEO Jeff Green, another 1.6 million held by four senior executives, and options covering more than 12 million shares held by over 2,300 employees. The proxy's own table lists Green's eligible options by price band. His market-based performance options from October 2021 and September 2026 were left out, as were incentive stock options.

Who decided

Trade Desk has two share classes. Class A carries one vote per share and Class B carries 10, and they voted together. The proxy's ownership table, as of July 31, 2026, shows Green with 97.6% of the Class B stock and 50.2% of total voting power. The proxy also discloses that current executive officers hold options that would be repriced.

So how did the vote go? The measure passed by nearly a two-to-one margin, but according to research firm VerityData, as reported by the WSJ and summarized by Investing.com, Green's shares were roughly 98% of the votes in favor. Excluding his votes, VerityData says about 95% of shareholders opposed. VerityData analyst Amy Pessetto described the decision as a significant benefit to executives at the expense of shareholder accountability, per the same report.

That's the problem in one line. When the person with a stake in the result also controls the outcome, the shareholder vote stops being a check on anything.

The best case for the repricing

The company's argument deserves a fair hearing, and part of it persuades me. The proxy says underwater options "may be perceived by their holders as having little or no incentive and retention effect." The board considered alternatives. New grants were rejected because they would add to the company's overhang of outstanding equity awards. Waiting for the stock to recover was rejected because it would undermine incentive and retention value. Trade Desk argued, per the WSJ via Investing.com, that repricing existing options was more disciplined than issuing new equity awards.

There are guardrails, too. Under the 8-K, if a holder leaves (other than being fired without cause) or exercises before April 19, 2027, the strike reverts to the original price. Green's performance options weren't touched. And this is a company that, per Investing.com, announced plans in September to cut 15% of its workforce. Keeping the employees who stayed is a real business problem, not a pretext.

For the 2,300-plus employees, I'll grant all of that. They don't set strategy or pay, and a reset that only sticks if they stay until April 2027 is a reasonable way to keep them.

Where it falls apart

The executives are a different case, and the CEO most of all. Green already got a separate award in September, per the WSJ via Investing.com: seven million options at a $14.97 strike that vest only if the stock hits thresholds from $18 to $105. That's a pay plan built around the stock going up. Repricing his older options as well rewards the drop, not the recovery.

Nor was including the boss unavoidable. VerityData counted roughly 220 option repricings at U.S.-listed companies since 2021, and about a third of them excluded senior executives. Trade Desk could have done the same. It could also have let the outside holders decide. It did neither, and outside holders, who had no way to block it, voted about 95% against.

Dual-class shares are sold to investors as a way to let founders think long-term. Fine. But that bargain assumes the founder won't use his voting control to settle his own pay. This vote shows what happens when he does. That's my view, and it's an opinion, not a trade.

Tags: layoffs · sec