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DoorDash CEO Tony Xu should be kicked off the board, investor advisory firm says

June 10, 2021, 11:30 PM UTC

DoorDash CEO Tony Xu is facing some new opposition to his leadership at the food delivery company: An influential investor advisory service recommends that shareholders vote ‘no’ on Xu’s re-election to the board. 

The advisory firm, Glass Lewis, says it’s concerned that DoorDash’s board structure and stock favors management and helps “restrict the rights of shareholders.” It cited DoorDash’s dual-class stock structure, which gives Xu and his cofounders a voting majority.

“We believe our concerns regarding the Company’s governing documents are severe enough to warrant opposing the election” of Xu, Glass Lewis said in its report.

Glass Lewis also advised investors to vote against DoorDash’s executive pay package, suggesting that Xu’s “substantial, front-loaded awards” ahead of the company’s initial public offering in December “warrant scrutiny.” DoorDash said that in November 2020, Xu was granted the “CEO Performance Award,” stock-based compensation the company estimated is worth about $413 million. 

But the stock and board structure were in place since the company’s IPO, and therefore investors already knew what they were buying into, according to DoorDash. The company also defended Xu’s leadership saying he’s the best person to lead strategy and development. And Xu’s hefty pay package is tied to lofty performance goals. Xu has not and will not receive any of that money unless he increases the value of the company’s stock five-fold. 

“Building the next phase of DoorDash will be as challenging as creating what we have thus far,” DoorDash said in a statement. “The board has structured Tony’s compensation to maximize the incentive towards those long-term goals on behalf of our stakeholders.”

Still, Glass Lewis has a major influence on how big institutional investors vote. If Xu is voted off the board, he’ll be the exception to a number of big tech company CEOs who have faced similar opposition. Investors regularly criticize the stock and board structures of Facebook and Google-parent Alphabet for the same reasons, for example—to little effect.

Glass Lewis’ report comes two weeks after DoorDash investor CtW Investment Group sent a note to shareholders asking them to vote against Xu’s reappointment. CtW, which owns less than 5% of DoorDash’s stock, also cited the company’s dual-class structure and staggered board service terms, which limits long-term investors from having an impact on company strategy. The group said shareholders “are at risk from competitive and regulatory challenges to DoorDash’s business model that may not be addressed unless the board is accountable to all its shareholders, a scenario that is nearly impossible under the company’s current governance regime.”

Shareholders will vote on the Xu’s re-election to the board at DoorDash’s annual meeting on June 22.

DoorDash’s business was fueled by the coronavirus pandemic, during which many people turned to delivery to avoid the virus at restaurants. In its most recent quarter, the company reported a 198% increase in revenue to $1.08 billion. But it still lost $110 million, an improvement over the $129 million it lost in the same quarter last year. 

Meanwhile, DoorDash has been expanding globally, most recently announcing its entrance into Japan. It also reportedly plans to enter Germany, though it has not publicly commented on the matter or a timeline. 

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