“My opinion is they’re going to extend it. [Jeff is] not going to give up his super vote,” said Jason S. Helfstein, managing director, head of internet research at Oppenheimer & Co. “While the stock is down from a valuation standpoint, at this point there are plenty of adtech companies that trade at much lower multiples than The Trade Desk does. It’s a very high probability that the board extends super voting shares.”
Dual-class structures have become increasingly common among U.S. tech companies since the early 2000s, spiking in the mid-2010s with major IPOs including Facebook in 2012, Square in 2015, Pinterest in 2019, and Coinbase in 2021, according to data compiled by Jay R. Ritter, a finance professor at the University of Florida.
While the structure can empower visionary leaders, it also limits checks on power. Without such a structure, Green would be forced to bend to the will of outside shareholders on any number of matters.
“If this vote goes against Jeff, he would lose control of the company. He wouldn’t be able to appoint his own board members, and he would essentially have to report to a functioning board of directors of the company,” said a former Trade Desk employee who still has some equity in the company, speaking on condition of anonymity.
The company held a similar vote in 2020 and was set to vote on the dual-class structure every five years thereafter. In that initial vote, the board of directors and investors chose to extend the dual-class arrangement.
In essence, the request asks stockholders to trust Green’s instincts over their own voting power. Whether investors will agree with this recommendation is yet to be seen.
The Trade Desk’s market value soared as high as $69 billion in December of 2024, nearly 70 times its 2016 IPO valuation, before sliding to around $25 billion today. Despite its largely positive revenue, earnings, and margins trendlines, the stock—and Green himself—have attracted recent scrutiny.
Wall Street reacted harshly to Green’s commentary on an August 7 earnings call on which he brushed aside concerns about intensifying competition from Amazon. “I think Amazon is more of a potential partner, honestly, than it is a long-term competitor,” he said. Millions of dollars in marketing spend had funneled out of The Trade Desk and to Amazon’s DSP this year, as ADWEEK previously reported. The company’s shares crashed nearly 40% in the days after the earnings call.