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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive Proxy Statement ☐ Definitive Additional Materials ☐ Soliciting Material under §240.14a-12 THE TRADE DESK, INC. (Name of Registrant as Specified in its Charter) (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): ☒ No fee required. ☐ Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. (1) Title of each class of securities to which transaction applies: (2) Aggregate number of securities to which transaction applies: (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): (4) Proposed maximum aggregate value of transaction: (5) Total fee paid: ☐ Fee paid previously with preliminary materials. ☐ Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: (2) Form, Schedule or Registration Statement No.: (3) Filing Party: (4) Date Filed: The Trade Desk, Inc. 42 N. Chestnut Street Ventura, California 93001 NOTICE OF ANNUAL MEETING OF STOCKHOLDERS To be held April 30, 2019 To our stockholders: You are cordially invited to attend the 2019 annual meeting of stockholders of The Trade Desk, Inc. (the “Annual Meeting”) to be held virtually on Tuesday, April 30, 2019, at 2:30 p.m. Pacific Time. You can attend the Annual Meeting via the internet, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/TTD2019 (there is no physical location for the Annual Meeting). You will need to have your 16-Digit Control Number included on your Notice or your proxy card (if you received a printed copy of the proxy materials) to join the Annual Meeting. We are holding the meeting for the following purposes: 1. To elect three Class III directors; 2. To ratify the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2019; 3. To conduct a non-binding advisory vote to approve the compensation of our named executive officers; and 4. To transact such other business as may properly come before the meeting or at any and all adjournments, continuations or postponements thereof. If you owned our Class A common stock or Class B common stock at the close of business on March 4, 2019, you may attend and vote at the meeting. A list of stockholders eligible to vote at the Annual Meeting will be available for review during our regular business hours at our headquarters in Ventura, California for the ten days prior to the meeting for any purpose related to the Annual Meeting. On or about March 19, 2019, we expect to mail to our stockholders a Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access our proxy statement for our Annual Meeting (the "Proxy Statement") and our Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the "Annual Report"). The Proxy Statement and the Annual Report can be accessed directly at the following Internet address: www.proxyvote.com. All you have to do is enter the control number located on your proxy card. Your vote is important. Whether or not you plan to attend the meeting, I hope that you will vote as soon as possible. You may vote your shares via a toll-free telephone number or over the Internet. You may also submit your proxy card or voting instruction card for the meeting by completing, signing, dating and returning your proxy card or voting instruction card in the envelope provided. Any stockholder of record attending the meeting may vote during the meeting, even if you have already returned a proxy card or voting instruction card. Thank you for your ongoing support of The Trade Desk. Sincerely, Jeff T. Green Chief Executive Officer Ventura, California March 19, 2019 YOUR VOTE IS IMPORTANT ALL STOCKHOLDERS ARE INVITED TO ATTEND THE MEETING. WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE VOTE AS PROMPTLY AS POSSIBLE IN ORDER TO ENSURE YOUR REPRESENTATION AT THE MEETING. PLEASE NOTE THAT IF YOUR SHARES ARE HELD OF RECORD BY A BROKER, BANK OR OTHER NOMINEE AND YOU WISH TO VOTE AT THE MEETING, YOU MUST OBTAIN FROM THE RECORD HOLDER A PROXY ISSUED IN YOUR NAME. THE TRADE DESK, INC. 2019 ANNUAL MEETING OF STOCKHOLDERS PROXY STATEMENT TABLE OF CONTENTS GENERAL INFORMATION 1 QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING, THE PROXY MATERIALS AND VOTING YOUR SHARES 1 PROPOSAL ONE: ELECTION OF DIRECTORS 7 PROPOSAL TWO: RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM 11 PROPOSAL THREE: NON-BINDING ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS 13 REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS 14 INFORMATION ABOUT THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE 15 EXECUTIVE OFFICERS 20 COMPENSATION DISCUSSION AND ANALYSIS 21 INFORMATION REGARDING COMPENSATION OF EXECUTIVE OFFICERS AND DIRECTORS 32 REPORT OF THE COMPENSATION COMMITTEE OF THE BOARD OF DIRECTORS 45 OWNERSHIP OF THE TRADE DESK, INC. COMMON STOCK 46 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 49 SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE 49 ADDITIONAL INFORMATION 50 APPENDIX A: NON-GAAP FINANCIAL MEASURE INFORMATION 51 i PROXY STATEMENT 2019 ANNUAL MEETING OF STOCKHOLDERS THE TRADE DESK, INC. GENERAL INFORMATION The board of directors of The Trade Desk, Inc. is soliciting proxies for our 2019 annual meeting of stockholders (the “Annual Meeting”) to be held on Tuesday, April 30, 2019, at 2:30 p.m. Pacific Time. This year’s annual meeting will be held entirely via the internet. Stockholders may participate in the annual meeting by visiting the following website: www.virtualshareholdermeeting.com/TTD2019. To participate in the annual meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. The Notice of Internet Availability of Proxy Materials (the "Notice") containing instructions on how to access this proxy statement and our annual report is first being mailed on or about March 19, 2019 to stockholders entitled to vote at the Annual Meeting. We also made these materials available on our website at www.thetradedesk.com under the headings “About/Investor Relations” on or about March 19, 2019. This proxy statement contains important information for you to consider when deciding how to vote on the matters brought before the meeting. Please read it carefully. Unless the context requires otherwise, the words “The Trade Desk,” “we,” “the Company,” “us,” and “our” refer to The Trade Desk, Inc. QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING, THE PROXY MATERIALS AND VOTING YOUR SHARES WHY DID I RECEIVE A NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS INSTEAD OF A FULL SET OF PROXY MATERIALS? We have elected to furnish our proxy materials, including this proxy statement and our annual report, primarily via the Internet. The Notice is being provided in accordance with the Securities and Exchange Commission ("SEC") rules, and contains instructions on how to access our proxy materials. Stockholders may request to receive all future proxy materials in printed form by mail or electronically by e-mail by following the instructions contained in the Notice. We encourage stockholders to take advantage of the availability of our proxy materials on the Internet to help reduce the environmental impact and cost of our annual meetings of stockholders. WHAT ITEMS WILL BE VOTED ON AT THE ANNUAL MEETING? There are three items that will be voted on at the Annual Meeting: 1. The election of three Class III directors; 2. The ratification of the appointment of PricewaterhouseCoopers LLP (“PwC”) as our independent registered public accounting firm for the fiscal year ending December 31, 2019; and 3. The non-binding advisory vote to approve the compensation of our named executive officers. WHAT ARE OUR BOARD OF DIRECTORS’ VOTING RECOMMENDATIONS? Our board of directors recommends that you vote your shares “FOR” each of the nominees to the board of directors, “FOR” the ratification of the appointment of PwC, and “FOR” for the approval, on a non-binding advisory basis, of the compensation of our named executive officers, as disclosed in this proxy statement. WHAT IS A PROXY? Our board of directors is soliciting your vote at the Annual Meeting. A proxy is your legal designation of another person to vote the stock you own. That other person is called a proxy. If you designate someone as your proxy that designation also is called a “proxy” or, if in a written document, a “proxy card.” Jeff Green, Paul Ross and Vivian Yang have been designated as proxies for the Annual Meeting. 1 WHO CAN VOTE AT THE MEETING? Only holders of record of our Class A common stock and Class B common stock at the close of business on March 4, 2019, which is the record date, will be entitled to vote at the Annual Meeting. The record date was established by our board of directors.

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