Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



On November 15, 2022, DigitalOcean Holdings, Inc. (the "Company") entered into
an employment agreement with W. Matthew Steinfort (the "Steinfort Agreement") to
serve as Chief Financial Officer of the Company, effective as of January 2023
(the "Employment Date"). The Company previously announced that its current Chief
Financial Officer, William Sorenson, entered into a transition agreement (the
"Transition Agreement") that set forth the terms of Mr. Sorenson's retirement
upon the appointment of his successor. Pursuant to the terms of the Transition
Agreement, Mr. Sorenson will continue to serve as Chief Financial Officer until
the Employment Date, after which he will become an Executive Advisor until
August 31, 2023. A copy of the Transition Agreement was filed as Exhibit 10.2 to
the Company's Form 8-K filed on August 8, 2022.

Mr. Steinfort, age 52, has served as the Chief Financial Officer of Zayo Group
Holdings, Inc., a provider of telecommunications infrastructure services, since
September 2017 and, prior to serving in such capacity, Mr. Steinfort served as
the Executive Vice President, Corporate Strategy, Development and Administration
at Zayo from November 2016 through September 2017. From February 2006 through
November 2016, Mr. Steinfort served as Co-Founder and Chief Executive Officer of
Envysion, Inc., a video intelligence SaaS company, where he also served on the
board of directors from January 2013 until its merger with Motorola Solutions,
Inc. in November 2021. Previously, Mr. Steinfort was the Senior Vice President
of Corporate Strategy at ICG Communications, a communications company that
provided data and voice services, and held a variety of vice president roles at
Level 3 Communications, an internet and telecommunications provider. Earlier in
his career, Mr. Steinfort held positions at management consultancy Bain &
Company and IT consultancy Cambridge Technology Partners. Mr. Steinfort received
a B.S.E. in Civil Engineering and Operations Research from Princeton University
and an M.B.A. from the MIT-Sloan School of Management.

The Steinfort Agreement has no specific term and provides for at-will
employment. Effective as of the Employment Date, Mr. Steinfort will be paid an
annual base salary of $450,000 and will be eligible for a target annual
discretionary performance bonus of up to 65% of his annual base salary, based on
individual and corporate performance goals. Mr. Steinfort will receive a
restricted stock unit award valued at $14 million, with 25% of the shares
underlying the grant scheduled to vest after one (1) year and the remaining
shares vesting in 12 equal quarterly installments thereafter, subject to his
continued service. In connection with the commencement of his employment, Mr.
Steinfort will also receive a one-time sign-on bonus equal to $252,000, which is
subject to repayment on a pro-rata basis in the event Mr. Steinfort's employment
is terminated voluntarily or by the Company for cause within 12 months of the
Employment Date.

Under the Steinfort Agreement, Mr. Steinfort is eligible to receive benefits if
he resigns for "good reason" or the Company terminates his employment without
"cause" (each as defined in the Steinfort Agreement), including in connection
with a "change in control" (as defined in the Steinfort Agreement), and if he
dies or is "disabled" (as defined in the Company's 2021 Equity Incentive Plan
and subject to the criteria set forth in the Steinfort Agreement), upon the same
terms and conditions as the Company's non-Chief Executive Officer named
executive officers. A description of the material terms and conditions of these
benefits is set forth in the Company's definitive proxy statement for the 2022
Annual Meeting of Stockholders filed on April 20, 2022 under the headings
"Employment Arrangements - Gabriel Monroy" and "- Alan Shapiro," which is
incorporated herein by reference herein.

The foregoing summary of the material terms of the Steinfort Agreement is qualified in its entirety by reference to the Steinfort Agreement, which is filed as Exhibit 10.1 to this Form 8-K and is incorporated herein by reference.



Except as disclosed herein, there is no arrangement or understanding between Mr.
Steinfort and any other person pursuant to which he was appointed as the
Company's Chief Financial Officer. There are no family relationships between Mr.
Steinfort and any of the Company's directors or executive officers and Mr.
Steinfort is not a party to any transaction required to be disclosed pursuant to
Item 404(a) of Regulation S-K. In connection with his appointment as Chief
Financial Officer, Mr. Steinfort will execute the Company's standard form of
indemnification agreement, which was filed as Exhibit 10.6 to the Company's Form
S-1 filed on February 25, 2021.

On November 17, 2022, the Company issued a press release announcing Mr.
Steinfort's appointment as the Company's Chief Financial Officer. A copy of the
press release is filed as Exhibit 99.1 to this Form 8-K and is incorporated by
reference herein.




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Item 9.01 Financial Statements and Exhibits.



(d) Exhibits.
Exhibit No.              Description
10.1                       Employment Agreement between DigitalOcean, LLC

and W. Matthew Steinfort,


                         dated November     15    , 2022.
99.1                       Press release issued by DigitalOcean Holdings,

Inc., dated November 17,


                         2022.
104                      Cover Page Interactive Data File (embedded within the Inline XBRL document).

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