DEF 14A of DoubleVerify Holdings, Inc.
Filed Apr 10, 2024 · FY20230001104659-24-045798
PROPOSAL 1 Election of Directors
PROPOSAL 1 Election of Directors The Board has nominated each of Sundeep Jain, Kelli Turner, Scott Wagner and Mark Zagorski for election at the Annual Meeting to serve as Class III directors. The Board believes that each of these nominees continues to have the necessary skills and experience to effectively oversee our business. Each of these nominees currently serves as a director, and each has consented to being named in this Proxy Statement and has agreed to serve if elected. The Board recommends that you vote FOR the election of each of Sundeep Jain, Kelli Turner, Scott Wagner and Mark Zagorski. If elected, each of these individuals will serve as a Class III director until the 2027 Annual Meeting of Stockholders and until such director’s successor has been elected and qualified, or until such director’s earlier death, resignation or removal. The relevant experiences, qualifications, attributes or skills of each nominee that led the Board to recommend the above persons as a nominee for director are described in “Board and Corporate Governance Practices—Board Composition.” Unless otherwise instructed, the proxyholders will vote proxies FOR the nominees of the Board. The Board has no reason to believe that any of its nominees will be unable or unwilling to serve if elected. However, if any of the Board’s nominees should become unable for any reason or unwilling for good cause to serve as a director at any point before the Annual Meeting or any adjournment or postponement of the meeting, the Board may reduce the size of the Board or nominate another candidate for election as a Class III director. If the Board nominates a new candidate, unless otherwise provided, the form of proxy attached to this Proxy Statement permits the proxyholders to use their discretion to vote for that candidate. THE BOARD RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF SUNDEEP JAIN, KELLI TURNER, SCOTT WAGNER AND MARK ZAGORSKI.
PROPOSAL 1 Election of Directors
| | Proposal 1 Election of Directors | 5 |
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION
Executive Summary
Executive Summary Who We Are We are one of the industry’s leading media effectiveness platforms that leverages artificial intelligence to drive superior outcomes for global brands. By creating more effective, transparent ad transactions, we make the digital advertising ecosystem stronger, safer and more secure, thereby preserving the fair value exchange between buyers and sellers of digital media. Our company was founded in 2008 and we introduced our first brand safety and suitability solution in 2010. As the global digital advertising market has evolved, we have continued to expand our capabilities through new product innovation and partnerships across emerging programmatic media buying platforms and digital media channels, including social and CTV. 2023 Business Highlights 2023 showed strong financial performance marked by significant achievements across our business. 2023 business highlights included the following: • Total revenue of $572.5 million, an increase of 27% from 2022. • $119.7 million of net cash from operating activities. • Net Income of $71.5 million, an increase of 65% from 2022. • Adjusted EBITDA of $187.1 million, an increase of 32% from 2022. • 7.0 trillion media transactions measured (MTM). 2023 Executive Compensation Highlights Based on our overall operating environment and these results, our Board took the following key actions with respect to the compensation of our NEOs for and during 2023: • Base Salaries. In December 2022, approved annual base salary increases, effective January 1, 2023, of 6.8% for our CEO and ranging from 2.15% to 18.75% for our other NEOs. Annual Cash Bonuses. For our NEOs, approved annual cash bonus awards that represented approximately 107% of their target annual cash bonus opportunities as calculated pursuant to the terms of the DoubleVerify Annual Bonus Plan (the “Bonus Plan”).
Executive Summary
| 12 | Executive and Director Compensation | |
Executive Summary
Long-Term Incentive Compensation. Granted long-term incentive compensation opportunities in the form of performance stock unit (“PSU”) awards and RSU awards with grant date fair values ranging in the aggregate from approximately $2,750,000 to approximately $3,500,000 for our NEOs other than our CEO, and a PSU award and RSU award for our CEO with an aggregate grant date fair value of approximately $9,000,000. Relationship Between Pay and Performance We design our executive compensation program to align the attraction, motivation, and retention of our executive officers with the goal of promoting the interests of our stockholders. In an effort to achieve this balance and to motivate and reward individual initiative and effort, we seek to ensure that a meaningful portion of our executive officers’ annual target total direct compensation opportunity is both “at-risk” and variable in nature. We emphasize variable compensation that appropriately rewards our executive officers through the following two principal compensation elements: • First, our executive officers participate in our Bonus Plan, which provides the opportunity for cash bonus awards if our executive officers produce short-term results aligned with long-term stockholder value, such as revenue and Adjusted EBITDA, that meet or exceed certain business and financial objectives set by the Compensation Committee, after considering the Company’s 2023 annual operating plan. For information as to how we calculate Adjusted EBITDA, which is a non-GAAP financial measure, please refer to page 54 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2023. • Second, we grant RSU awards and PSU awards, which in the aggregate comprise a majority of our executive officers’ annual target total direct compensation opportunities. The value of these equity awards depends entirely on the value of our common stock and coupled with the quantitative performance objectives and multi-year vesting periods that apply to them, are intended to incentivize our executive officers to build sustainable long-term value for the benefit of our stockholders These variable pay elements ensure that, each year, a substantial portion of our executive officers’ target total direct compensation is contingent (rather than fixed) in nature, with the amounts ultimately payable subject to variability above or below target levels commensurate with our actual performance. We believe that these compensation elements provide balanced incentives for our executive officers to meet our business objectives and drive long-term growth. Executive Compensation Policies and Practices We endeavor to maintain sound governance standards consistent with our executive compensation policies and practices. The Compensation Committee reviews our executive compensation program on an annual basis to ensure consistency with our short-term and long-term goals given the dynamic nature of our business and the market in which we compete for executive talent. The following summarizes our executive compensation-related policies and practices that were in effect during 2023:
Executive Summary
| | Executive and Director Compensation | 13 |
Executive Summary
| Maintain Independent Compensation Committee: Throughout 2023, the Compensation Committee was composed of independent directors who determined our compensation policies and practices. The Compensation Committee and our Board have established methods of communicating with our stockholders, as described in the section of this Proxy Statement entitled “Communications with the Board.” Annual Executive Compensation Review: The Compensation Committee reviews and approves our compensation strategy annually, including a review of our compensation peer group used for comparative purposes and a review of our compensation-related risk profile designed to ensure that our compensation programs do not encourage excessive or inappropriate risk-taking and that the level of risk that they do encourage is not reasonably likely to have a material adverse effect on the Company. Maintain Independent Compensation Advisor: The Compensation Committee engaged its own compensation consultant to assist with its 2023 compensation review. This compensation consultant performed no other consulting or other services for us in 2023. Compensation At-Risk: Our executive compensation program is designed so that a significant portion of our executive officers’ compensation is “at risk” based on corporate performance, as well as equity-based, to align the interests of our executive officers and stockholders. Multi-Year Vesting Requirements: The annual equity awards granted to our executive officers are earned and/or vest over multi-year periods, consistent with current market practice and our retention and stockholder alignment objectives. Stock Ownership Guidelines: We maintain stock ownership guidelines for our executive officers and the members of our Board. | Compensation Recovery Policies: We adopted a compensation recovery (“clawback”) policy that complies with the requirements of Exchange Act Rule 10D-1 and the applicable NYSE listing standards (together, the “Final Clawback Rules”) for our current and former executive officers (as defined in Rule 10D-1) for the recovery of any erroneously-awarded performance-based incentive compensation. In addition, we maintain a compensation recovery policy applicable to our current and former executive officers for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and any other current or former employee who has received an award of equity compensation that requires us to recover any excess incentive compensation paid to such individual (i) if we are required to prepare an accounting restatement caused by the fraud, misconduct, or gross negligence of such individual, (ii) if such individual received incentive compensation based on inaccurate assumptions, or (iii) if the Compensation Committee determines that such individual engaged in misconduct that results in a violation of law or Company policy. “Double-Trigger” Change-in-Control Arrangements: Beginning with equity awards granted to our executive officers in 2022, all vesting of equity awards upon a change-in-control of the Company is based on a “double-trigger” arrangement (that is, they require both a change-in-control of the Company plus a qualifying termination of employment before accelerated vesting occurs). Health or Welfare Benefits: Our executive officers participate in broad-based Company-sponsored health and welfare benefit programs on the same basis as our other full-time, salaried employees, including payment of health care premiums for employees at the level of director and above. Succession Planning: We review the risks associated with departures in our key executive officer positions to ensure adequate succession plans are in place. Continuity of leadership enables us to meet or exceed our short-term and long-term business objectives without causing a disruption and serves our leadership strategy by taking into account a longer-term and more holistic view of our philosophy for managing executive talent. |
Executive Summary
| 14 | Executive and Director Compensation | |
Executive Compensation Philosophy and Objectives
| | Executive and Director Compensation | 15 |
Executive Compensation Philosophy and Objectives
We structure the annual compensation of our executive officers using three principal elements: base salary, annual cash bonus opportunities, and long-term equity incentive opportunities in the form of equity awards. We have not adopted policies or employed guidelines for allocating compensation between current and long-term compensation, between cash and non-cash compensation, or among different forms of non-cash compensation. As described below, the Compensation Committee considers a variety of factors in formulating and proposing the appropriate yearly mix among such compensatory elements, including our compensation philosophy and the value of outstanding equity awards granted in prior years.
Compensation-Setting Process
| 16 | Executive and Director Compensation | |
Compensation-Setting Process
The Compensation Committee does not establish a specific target for formulating the compensation opportunities of our executive officers. In developing recommendations about the compensation of our executive officers, the members of the Compensation Committee rely primarily on their general experience and subjective considerations of various factors, including the following: Our executive compensation program objectives. • Our performance against the financial, operational, and strategic objectives established by the Compensation Committee and our Board. • Each individual executive officer’s knowledge, skills, experience, qualifications, and tenure relative to other similarly situated executives at the companies in our compensation peer group and, in certain instances, selected broad-based compensation surveys. • The scope of each executive officer’s role and responsibilities compared to other similarly situated executives at the companies in our compensation peer group and, in certain instances, selected broad-based compensation surveys. • The prior performance of each individual executive officer, based on a subjective assessment of such executive officer’s contributions to our overall performance, ability to lead the executive officer’s business unit or function, and work as part of a team, all of which reflect our core values. • The potential of each individual executive officer to contribute to our long-term financial, operational, and strategic objectives. • The retention risk (and related replacement cost) of each individual executive officer. • Our CEO’s compensation relative to that of our executive officers, and compensation parity among our executive officers. • Our financial performance relative to our peers. • The compensation practices of our compensation peer group and the companies in selected broad-based compensation surveys and the positioning of each executive officer’s compensation in a ranking of peer company compensation levels based on an analysis of competitive market data. • The recommendations of our CEO with respect to the compensation of our executive officers (except with respect to his own compensation). These factors provide the framework for formulating and developing recommendations regarding the compensation opportunity for each executive officer, including each NEO. No single factor is determinative in developing these recommendations, nor is the impact of any individual factor on the determination of pay levels quantifiable. The Compensation Committee does not assign any predetermined weight to these factors, nor does it apply any formulas in developing its compensation recommendations for our executive officers. The members of the Compensation Committee consider this information in light of their individual experience, knowledge of the Company, knowledge of the competitive market, knowledge of each executive officer, and business judgment in formulating and making their recommendations. The Compensation Committee does not engage in formal benchmarking against other companies’ compensation programs or practices to establish our compensation levels or make specific compensation recommendations with respect to our executive officers. Instead, in formulating and developing its recommendations, the Compensation Committee reviews information summarizing the compensation paid at a representative group of peer companies, to the extent that the executive positions at these companies are considered comparable to our positions and informative of the competitive environment and more broad-based compensation surveys to gain a general understanding of market compensation levels. Role of Management In discharging its responsibilities, the Compensation Committee works with members of our management, including our CEO. Our management assists the Compensation Committee by providing
Compensation-Setting Process
| | Executive and Director Compensation | 17 |
Compensation-Setting Process
| 18 | Executive and Director Compensation | |
Compensation-Setting Process
support on other ad hoc matters throughout the year. In 2023, Compensia did not provide any other services to us. The Compensation Committee has evaluated its relationship with Compensia to ensure that it believes that such a firm is independent from management. This review process included a review of the services that Compensia provided, the quality of those services, and the fees associated with the services provided during 2023. Based on this review, as well as consideration of the factors affecting independence set forth in Exchange Act Rule 10C-1(b)(4) and the listing standards of the NYSE and such other factors as were deemed relevant under the circumstances, the Compensation Committee has determined that no conflict of interest was raised as a result of the work performed by Compensia. Competitive Positioning The Compensation Committee believes that peer group comparisons are useful guides to measure the competitiveness of our executive compensation program and related policies and practices. For purposes of assessing our executive compensation against the competitive market, the Compensation Committee reviews and considers the compensation levels and practices of a select group of peer companies. This compensation peer group consists of technology companies that are similar to us in terms of revenue, market capitalization, and industry focus. The competitive data drawn from this compensation peer group is one of several factors that the Compensation Committee uses to formulate and develop its recommendations to our Board with respect to the compensation of our executive officers, including our NEOs. In May 2023, the Compensation Committee directed Compensia to review and update the compensation peer group used to analyze and establish the compensation of our executive officers to reflect current market conditions, to remove acquired or to be acquired companies and those which fell meaningfully above or below best practice size ranges, and to retain key peer companies identified by management and/or the Compensation Committee. In identifying and selecting the companies that comprise the updated compensation peer group, Compensia considered the following primary criteria: • publicly traded companies in the advertising software/technology sector, as well as other software/internet companies; • similar revenues—within a range of approximately 0.3x to approximately 3.0x of our trailing four quarters’ revenue as of March 31, 2023 of approximately $478 million (approximately $145 million to approximately $1.5 billion); • similar market capitalization—within a range of approximately 0.25x to approximately 4.0x of our 30-day average market capitalization of approximately $5.0 billion (approximately $1.3 billion to approximately $20.2 billion); and strong revenue growth.
Compensation-Setting Process
| | Executive and Director Compensation | 19 |
Compensation-Setting Process
The updated compensation peer group as approved by the Compensation Committee in July 2023 consisted of the following publicly-traded technology companies: The Compensation Committee uses data drawn from the companies in our compensation peer group, as well as data from custom data sets drawn from the Radford Global Technology Survey database (including a survey result of 19 of 24 of the companies in our compensation peer group and a survey result of U.S. technology companies with revenues between $100 million and $1 billion), to evaluate the competitive market when developing its recommendations for the annual total direct compensation packages for our executive officers, including base salary, target annual cash bonus opportunities, and long-term incentive compensation opportunities. The Compensation Committee reviews our compensation peer group periodically as it deems appropriate and make adjustments to its composition if warranted, taking into account changes in both our business and the businesses of the companies in the peer group.
Compensation Elements
Compensation Elements Generally, our executive compensation program consists of three principal elements—base salary, annual cash bonus opportunities, and long-term incentive compensation in the form of equity awards:
Compensation Elements
| Element | Type of Element | Compensation Element | Objective | | Base Salary | Fixed | Cash | Designed to attract and retain executives by providing fixed compensation amounts that are competitive in the market | | Annual Cash Bonuses | Variable | Cash | Designed to motivate our executives to achieve annual business objectives and provide financial incentives when we meet or exceed these annual objectives | | Long Term Equity Incentive Compensation | Variable | Equity awards in the form of PSU awards and RSU awards | Designed to align the interests of our executives and our stockholders by motivating them to create sustainable long-term stockholder value |
Compensation Elements
| 20 | Executive and Director Compensation | |
Compensation Elements
These base salaries were effective January 1, 2023. The base salaries actually paid to our NEOs during 2023 are set forth in the “2023 Summary Compensation Table” below. Annual Cash Bonuses We use an annual cash bonus plan to motivate our executive officers, including our NEOs, to achieve our annual business goals. In December 2022, the Compensation Committee recommended, and the Board approved, the Bonus Plan for 2023 (the “2023 Bonus Plan”) to provide incentives for our executive officers to meet or exceed certain business and financial objectives set by the Compensation Committee, after considering our 2023 annual operating plan. In December 2022, as part of its annual review of our executive compensation program, the Compensation Committee reviewed the target annual cash bonus opportunities of our executive officers, including our NEOs, taking into consideration a competitive market analysis prepared by its compensation consultant and the recommendations of our CEO (except with respect to his own target annual cash bonus opportunity), as well as the other factors described in “Compensation-Setting Process—Setting Target Total Direct Compensation” above. Following this review, the Compensation Committee recommended to the Board that it maintain the target annual cash bonus opportunity for our CEO at its 2022 level and increase the target annual cash bonus opportunities for certain of our executive officers, including an increase to 70% of his annual base salary for Mr. Allais and an increase to 60% of his annual base salary for Mr. Grimmig. Subsequently, the Board approved these recommendations.
Compensation Elements
| Named Executive Officer | 2023 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2023 Target Annual Cash Bonus Opportunity ($) | | Mr. Zagorski | 100% | $550,000 | | Mr. Allais | 70% | $332,500 | | Ms. Eddleman | 100% | $475,000 | | Mr. Grimmig | 60% | $258,000 |
Compensation Elements
Potential annual cash bonuses for our NEOs under the 2023 Bonus Plan could range from zero to 140% of their target annual cash bonus opportunity.
Compensation Elements
| | Executive and Director Compensation | 21 |
Compensation Elements
| Performance Measure | Revenue | Adjusted EBITDA | | Performance Threshold (%) | 90% | 90% | | Performance Threshold ($) | $526 million | $156 million | | Threshold Payout | 50% | 50% | | Performance Target (%) | 100% | 100% | | Performance Target ($) | $584 million | $173 million | | Target Payout | 100% | 100% | | Performance Maximum (%) | 110% | 110% | | Performance Maximum ($) | $643 million | $191 million | | Maximum Payout | 150% | 150% |
Compensation Elements
(1) Bonus payouts are to be determined by linear interpolation between the threshold and target and target and maximum performance levels. For 2023, the payout under the 2023 Bonus Plan was to be measured over the full year (measured from January 1st to December 31st) and adjustments have been made to the Threshold, Target and Maximum Performance goals set forth above so that the additive impact of our acquisition of Scibids Technology SAS on our 2023 Revenue and Adjusted EBITDA did not affect bonus payments to any of our employees, including our NEOs. 2023 Bonus Payout In February 2024, the Compensation Committee approved annual bonus awards to the participants in the 2023 Bonus Plan, including our NEOs. Based on the 2023 performance measures established by
Compensation Elements
| 22 | Executive and Director Compensation | |
Compensation Elements
the Compensation Committee in December 2022 (and adjusted as described above), the Compensation Committee determined we achieved a revenue achievement percentage of 98%, an adjusted EBITDA achievement percentage of 108% and a KPI achievement percentage of 100%. These achievement percentages correlated to a 90% performance payout for revenue and 140% performance payout for adjusted EBITDA. Applying the relative weighting of each of these performance measures, this resulted in an aggregate performance payout percentage of 107%. Consequently, the Compensation Committee approved the following annual cash bonus payouts for our NEOs for 2023:
Compensation Elements
| Named Executive Officer | 2023 Target Annual Bonus Opportunity (as a percentage of base salary) | 2023 Target Annual Bonus Opportunity ($) | Aggregate Performance Payout (%) | Annual Bonus Payout ($) | | Mr. Zagorski | 100% | $550,000 | 107% | $588,500 | | Mr. Allais | 70% | $332,500 | 107% | $355,775 | | Ms. Eddleman | 100% | $475,000 | 107% | $508,250 | | Mr. Grimmig | 60% | $258,000 | 107% | $276,060 |
Compensation Elements
The annual bonuses actually paid to our NEOs for 2023 are set forth in the “2023 Summary Compensation Table” below. Long-Term Equity Incentive Compensation As a technology company that encounters significant competition for qualified personnel, long-term incentive compensation plays a critical role in our ability to attract, hire, motivate, and reward qualified and experienced executive officers. The use of long-term incentive compensation in the form of equity awards is necessary for us to compete for qualified executive officers without significantly increasing cash compensation, and we consider it to be the most important element of our executive compensation program. We use equity awards to incentivize and reward our executive officers, including our NEOs, for long-term corporate performance based on the value of our common stock and, thereby, to align their interests with the interests of our stockholders. The realized value of these equity awards bears a direct relationship to our stock price, and, therefore, these awards are an incentive for our executive officers to create value for our stockholders. Further, because our equity awards for executive officers, including our NEOs, typically are earned and/or vest over a multi-year period, equity awards also help us retain our executive officers in a highly competitive market. In 2023, under our 2021 Equity Plan, we granted PSU awards with performance-based and time-based vesting requirements that may be earned and settled for shares of our common stock and RSU awards with time-based vesting requirements that may be settled for shares of our common stock to motivate and reward our executive officers, including our NEOs, for sustained, long-term increases in the value of our common stock. PSU awards underscore and strengthen our “pay-for-performance” compensation philosophy because they are only earned upon achievement of a key performance goal that drives our business and our stockholder value. Therefore, these awards increase the alignment between the interests of our executive officers and stockholders. Since RSU awards have value to the recipient even in the absence of stock price appreciation, we believe that we are able to incentivize and retain our executive officers during periods of market volatility and result in using fewer shares of our common stock than would be necessary if we used other equity vehicles, such as stock options, to provide an equity stake in the Company. Since the value of RSU awards increases with any increase in the value of the underlying shares, RSU awards also provide incentives to our executive officers that are aligned with the interests of our stockholders. The target value of the equity awards and the allocation between PSU awards and RSU awards granted to our executive officers, including our NEOs, are formulated by the Compensation Committee and approved by the Board after considering the intensely competitive market in which we operate, the value of our highly experienced executive team and the following factors: • a competitive market analysis prepared by the Compensation Committee’s compensation consultant; the outstanding equity holdings of each executive officer (including the current economic value of his or her unvested equity holdings and the ability of these unvested holdings to satisfy our retention objectives);
Compensation Elements
| | Executive and Director Compensation | 23 |
Compensation Elements
the projected impact of the proposed awards on our earnings; • the proportion of our total shares outstanding used for annual employee long-term incentive compensation awards (our “burn rate”) in relation to the annual burn rate ranges of the companies in our compensation peer group and other recently-public technology companies; • the potential voting power dilution to our stockholders in relation to the median practice of the companies in our compensation peer group; and • the other factors described in “Compensation-Setting Process—Setting Target Total Direct Compensation” above. The amounts of the equity awards are intended to provide competitively-sized awards and resulting annual target total direct compensation opportunities that the Board and the Compensation Committee believe are reasonable and appropriate taking into consideration the foregoing factors. In determining the size of our CEO’s equity award, the Compensation Committee reviewed his overall target total direct compensation in view of our consistently strong financial and operational performance under his leadership, his significant contributions to our development both preceding and following our transition to public company status, the remaining prospective incentive and retention value of his then-current equity holdings, the highly competitive market for proven executive talent, and his historical level of compensation relative to that of similarly-situated executives at the companies in our compensation peer group. After reviewing the challenges and opportunities presented by our long-term business strategy and objectives, the Compensation Committee determined that he was uniquely qualified to continue to lead us through our next stage of development as we continue to create long-term sustainable stockholder value. As a result, the Compensation Committee determined that its recommendation with respect to his equity awards should serve to both recognize and reward him for his prior performance and serve as an incentive for him to remain with us and drive the next phase of our growth. In December 2023, as part of its annual review of our executive compensation program, and after taking into consideration a competitive market analysis prepared by its compensation consultant and the recommendations of our CEO (except with respect to his own equity award), as well as the factors previously described, the Compensation Committee recommended to the Board that it grant our executive officers, including our NEOs, both PSU awards and RSU awards. Further, the Compensation Committee recommended that the dollar value of the PSU awards should comprise approximately 50% of each executive officer’s 2023 equity award, and the dollar value of the RSU awards should comprise the remaining approximately 50% of the award and the Board approved such recommendations. The aggregate dollar value of equity awards granted to our NEOs in 2023 were as follows:
Compensation Elements
| Named Executive Officer | Long Term Incentive Opportunity Dollar Value* ($) | | Mr. Zagorski | $9,000,000 | | Mr. Allais | $3,500,000 | | Ms. Eddleman | $3,500,000 | | Mr. Grimmig | $2,750,000 |
Compensation Elements
* The number of RSUs and PSUs underlying each award was determined based on the closing price of our common stock on the date of grant. PSU Awards The PSU awards are subject to two distinct and equally weighted performance measures, with 50% of the economic value of such awards subject to a revenue-based performance measure (the “Revenue PSU Awards”) and 50% subject to a relative total stockholder return (“TSR”) performance measure (the “Relative TSR PSU Awards”). The Compensation Committee determined to use our annual revenue as a performance measure for the Revenue PSU Awards, even though it has also been selected as a performance measure for our Bonus Plan for 2024, because of the critical importance of our ability to generate significant revenue growth at this stage of our development. The number of units that may be earned under the Revenue PSU Awards and the Relative TSR PSU Awards are to be determined as follows:
Compensation Elements
| 24 | Executive and Director Compensation | |
Compensation Elements
Revenue PSU Awards—The number of units that may be earned under the Revenue PSU Awards is to be determined pursuant to the following schedule based on our revenue performance in 2024 (the “Revenue Performance Period”):
Compensation Elements
| Payout Level | Minimum | Threshold | Target | Maximum | | Revenue Performance as a Percentage of Target | Below 90% | 90% | 100% | 110% | | Units Earned(1) | 0% | 50% | 100% | 150% |
Compensation Elements
(1) The number of units earned is to be determined by linear interpolation between the threshold and target and target and maximum performance levels. The Compensation Committee structured the Revenue PSU awards with a one-year period to strike a balance between its desire to use an absolute financial performance measure in the long-term incentive compensation for our executive officers with an acknowledgment of the difficulties inherent in establishing a long-term revenue-based performance goal in an uncertain macroeconomic environment and a volatile industry sector. Although the Compensation Committee carefully considered the implications of using a one-year performance period versus a longer period for this portion of the PSU awards, it ultimately determined that any related issues were outweighed by the desire to avoid unintended consequences or limiting the Compensation Committee’s flexibility as a result of outdated or inapplicable projected revenue estimates in future years. Following the completion of the Revenue Performance Period and the certification of our revenue results for 2024, the number of units actually earned and eligible to vest will be determined (the “Earned Revenue PSU Units”). Any units that did not become Earned Revenue PSU Units will immediately terminate and be forfeited. One-third of the Earned Revenue PSU Units will vest and be settled upon the certification of our revenue performance level for 2024 and 8.33% of the remaining Earned Revenue PSU Units will vest and settle on each of March 15th, June 15th, September 15th, December 15th of 2025 and 2026, contingent upon an NEO’s continued employment with or service to us through each applicable vesting date. Each Earned Revenue PSU Unit represents a contingent right to receive one share of our common stock for each unit earned for the Revenue Performance Period that subsequently vests. • Relative TSR PSU Awards—The number of units that may be earned under the Relative TSR PSU Awards will be determined pursuant to the following schedule based on our relative TSR compared to the Russell 3000 Index, with one-third of the units granted measured over the one-year performance period ending December 31, 2024, one-third measured over a two-year performance period ending December 31, 2025, and one-third measured over a three-year performance period ending December 31, 2026 (the “Relative TSR Performance Period”):
Compensation Elements
| Payout Level | Minimum | Threshold | Target | Maximum | | Relative TSR Performance | Less than 33rd Percentile | 33rd Percentile | 55th Percentile | 90th Percentile | | Units Earned(2) | 0% | 50% | 100% | 200% |
Compensation Elements
(2) The number of units earned is to be determined by linear interpolation between the threshold and target and target and maximum performance levels. The Compensation Committee intentionally designed the initial Relative TSR PSU Awards to be earned in one-third increments over the three-year performance period to provide a consistent opportunity for our executive officers to earn a portion of the award on an annual basis (thereby avoiding a significant reduction in their equity vesting) as the Company transitions to PSU Awards, since this was their initial grant of such awards. The Compensation Committee intends that subsequent Relative TSR PSU Awards will be measured over a three-year performance period (rather than in annual increments). Following the completion of each Relative TSR Performance Period and the certification of our relative TSR for such period, the number of units actually earned and vested will be determined
Compensation Elements
| | Executive and Director Compensation | 25 |
Compensation Elements
(the “Earned Relative TSR PSU Units”). Any units that did not become Earned Relative TSR PSU Units will immediately terminate and be forfeited. Each increment of the Earned Relative TSR PSU Units will vest and be settled upon the certification of our revenue TSR performance level for the just-completed annual performance period. Each Earned Relative TSR PSU Unit represents a contingent right to receive one share of our common stock for each unit earned for the Relative TSR Performance Period that subsequently vests. Upon a change-in-control of the Company: • the Revenue PSU awards will be converted to time-based RSU awards at the greater of target or actual performance and vest in accordance with their original vesting schedule; and • the portion of the PSU awards that is subject to our relative TSR performance will be converted to time-based RSU awards based on our performance through the closing of the change-in-control transaction based on the transaction price and vest in accordance with their original vesting schedule. In the event a PSU holder’s employment is terminated involuntarily or constructively within 12 months following a change in control, including our NEOs, then the holder’s then-outstanding, unvested RSUs converted from the time-based PSUs will vest. In addition, the PSU awards are subject to payout upon the permanent disability or death of an NEO, with payout limited to the target number of units if such event occurs during a performance period and to the actual number of units earned if such event occurs following the completion of the performance period. RSU Awards The RSU awards granted to our NEOs in 2023 vest over a four-year period, with 6.25% of the total number of units subject to an award vesting on March 15, 2024 and 6.25% of the total number of units subject to the award vesting quarterly thereafter for the remaining 15 quarters, contingent upon an NEO’s continued employment with or service to us through each applicable vesting date. Each unit granted pursuant to the RSU awards represents a contingent right to receive one share of our common stock for each unit that vests. The equity awards granted to our NEOs for 2023 are set forth in the “2023 Summary Compensation Table” and the “2023 Grants of Plan-Based Awards Table” below. Health and Welfare Benefits Except with respect to the DoubleVerify Holdings, Inc. Deferred Compensation Plan (the “NQDC”), which is only available to the non-employee members of our Board and senior executives, our executive officers, including our NEOs, are eligible to participate in the same employee benefit plans, and on the same terms and conditions, as all other full-time, salaried U.S. employees, including payment of health care premiums for employees at the level of director and above. These benefits include medical, dental, and vision insurance, an employee assistance program, health and dependent care flexible spending accounts, basic life insurance, accidental death and dismemberment insurance, short-term and long-term disability insurance, commuter benefits, and reimbursement for mobile phone usage. We provide a Section 401(k) defined contribution retirement savings plan for the benefit of our eligible employees located in the U.S., including our executive officers, under which participants are permitted to contribute a percentage of their compensation on a pre-tax basis, subject to limits in the U.S. Internal Revenue Code of 1986, as amended (the “Code”). We make fully vested matching contributions under the Section 401(k) plan, subject to the discretion of our Board. While the terms of the Section 401(k) plan contemplate discretionary matching contributions to eligible participants of up to 50% of every dollar that such participants contribute up to 4% of their annual base salaries, in recent years the Compensation Committee has approved contributions of 75% of each dollar that a participant contributes up to 4% of their annual base salary. Our executive officers, including our NEOs, are eligible to participate in the Section 401(k) plan on the same basis as our other employees. We design our employee benefits programs to be affordable and competitive in relation to the market as well as compliant with applicable laws and practices. We adjust our employee benefits programs as needed based upon regular monitoring of applicable laws and practices and the competitive market.
Compensation Elements
| 26 | Executive and Director Compensation | |
Employment Agreements
Employment Agreements We have entered into written employment agreements with each of our NEOs. We believe that these agreements were necessary to secure the service of these individuals in a highly competitive job market. Except in the case of the employment agreement with our CEO (whose agreement has a five-year term but may be terminated at any time prior to the expiration of the term by either party), each of these employment agreements does not have a specific term and provides for “at will” employment (meaning that either we or the executive officer may terminate the employment relationship at any time without cause). These employment agreements generally set forth the NEO’s base salary, target annual cash bonus opportunity, and eligibility to receive annual equity awards based upon performance and award guidelines as established by our Board or the Compensation Committee. Ms. Eddleman’s employment agreement provides that she is eligible to receive grants of equity awards having a grant date fair value of not less than $1,500,000 on an annual basis. In addition, each employment agreement also includes non-compete and employee and customer non-solicitation covenants, effective during the NEO’s employment with us and for at least one-year post-termination. Further, each of our NEOs are also subject to intellectual property assignment and perpetual confidentiality provisions that protect our commercial interests. These employment agreements also provide that each NEO is eligible to receive severance payments and benefits upon a qualifying termination of employment, as more fully described in “Post-Employment Compensation” below. For detailed descriptions of the employment arrangements with our NEOs, see “—Narrative Disclosure to Summary Compensation Table—Employment Agreements” and “—Payments and Potential Payments upon Termination or Change in Control.”
Post-Employment Compensation
| | Executive and Director Compensation | 27 |
Post-Employment Compensation
is terminated by reason of death, all of her unvested RSU awards granted pursuant to her employment agreement will accelerate and vest in full. In the case of Mr. Grimmig, if his employment is terminated by reason of his death or disability, all of Mr. Grimmig’s unvested RSU awards will accelerate and fully vest. The PSU awards granted to our NEOs are subject to payout upon the permanent disability or death of an NEO, with payout limited to the target number of units if such event occurs during a performance period and to the actual number of units earned if such event occurs following the completion of the performance period. Beginning with the equity awards granted to our executive officers, including our NEOs, in 2022, the vesting provisions of all stock options and RSU awards with time-based vesting requirements held by our NEOs are “double-trigger,” which means that the vesting of these awards will generally accelerate and vest in full only if there is both a “change in control” of the Company (as defined in our 2021 Equity Plan and our 2017 Equity Plan) and, a qualifying termination of employment of the applicable NEO. In addition, the PSU awards held by are NEOs are also “double-trigger” and will convert to time-based RSU awards only under such circumstances (as described above). We believe that having in place reasonable and competitive post-employment compensation arrangements are essential to attracting and retaining highly qualified executive officers. The Compensation Committee does not consider the specific amounts payable under the post-employment compensation arrangements when developing its recommendations with respect to the annual compensation for our NEOs. We do believe, however, that these arrangements are necessary to offer compensation packages that are competitive. For detailed descriptions of the post-employment compensation arrangements with our NEOs, as well as an estimate of the potential payments and benefits payable under these arrangements, see “—Potential Payments upon Termination or Change in Control.”
Non-Qualified Deferred Compensation Plan
Non-Qualified Deferred Compensation Plan We maintain the NQDC to provide our executive officers and the non-employee members of our Board with an opportunity to defer base salary, cash fees paid to a non-employee director, cash bonus payments, and other compensation (including equity awards). In addition to elective deferrals, we may make discretionary contributions to be credited to the account of any or all participants, subject to the vesting requirements set forth in the NQDC (though to date we have not made any such contributions). Each participant’s deferred compensation account is credited with an investment return determined as if the account was invested in one or more investment funds. Each participant elects the investment funds in which such participant’s account will be deemed to be invested. Distributions of vested account balances are made upon death, disability, separation from service, or a specified date. Distributions are to be made in a single cash payment or, at the election of the participant, in annual installments for a period of between two and 10 years in the case of a separation from service or in-service distribution. Our obligations under the NQDC are general unsecured promises to pay deferred compensation in the future to eligible participants in accordance with the terms of the NQDC from our general assets. Distributions from the NQDC are governed by the Code and the NQDC. We may, at any time, in our sole discretion, terminate the NQDC or amend or modify the NQDC, in whole or in part, except that no such termination, amendment, or modification will have a substantive effect on the benefits provided under the NQDC. For more information on the participation of our NEOs in the NQDC, see “—Nonqualified Deferred Compensation” below.
Other Compensation Policies
| 28 | Executive and Director Compensation | |
Other Compensation Policies
be submitted to our Chief Legal Officer at least 30 days before the proposed execution of documents evidencing the proposed transaction. Our Chief Legal Officer will then determine whether the transaction may proceed and, if so, assist in complying with the SEC’s reporting requirements. Any Company Associate proposing to pledge our equity securities as collateral for a loan must submit a request for pre-clearance to our Chief Legal Officer at least two weeks prior to the proposed execution of documents evidencing the proposed pledge. Our Chief Legal Officer will then determine whether the transaction may proceed. Our Policy on Trading in Securities prohibits our Company Associates from engaging in short sales and transactions in puts, calls, or other derivative securities (whether on an exchange or in any other organized market) with respect to our equity securities. Stock Ownership Guidelines The Board has established stock ownership guidelines in order to further align the long-term interests of our executive officers and non-employee directors with those of our stockholders and promote the Company’s commitment to sound corporate governance. Our stock ownership guidelines require that our executive officers own qualifying equity having an aggregate value equal to a multiple of the executive officer’s annual base salary or non-employee director’s annual board cash retainer as follows: The types of equity that are eligible for calculation in the guidelines include shares of our common stock held outright (including shares beneficially owned unless the individual disclaims beneficial ownership), shares held in the DoubleVerify Holdings, Inc. Employee Stock Purchase Plan (the “ESPP”), shares underlying any earned, unsettled PSU awards, and shares underlying any unsettled RSU awards. Executive officers are required to hold 50% of the shares of our common stock acquired as a result of exercise or settlement of compensatory awards (net of any shares withheld for taxes) until these stock ownership guidelines have been met. Compliance with these stock ownership guidelines is reviewed at least annually by the Compensation Committee. Compensation Recovery (“Clawback”) Policy In 2023, our Board, upon the recommendation of the Compensation Committee, approved the DoubleVerify Holdings, Inc. Clawback Policy (the “Clawback Policy”) to comply with Final Clawback Rules. The Clawback Policy provides for the mandatory prompt recovery of erroneously awarded incentive-based compensation from our current and former executive officers (as defined in Exchange Act Rule 10D-1) in the event we are required to prepare an accounting restatement, in accordance with the Final Clawback Rules. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement of an accounting restatement. Under the Clawback Policy, the Company may recover from the current and former executive officers erroneously awarded incentive-based compensation received within a lookback period of the three completed fiscal years preceding the date on which we are required to prepare an accounting restatement. This policy applies with respect to all incentive-based compensation received on or after October 2, 2023. In addition, we maintain a compensation recovery and forfeiture policy that provides for recovery of all excess “incentive compensation” (as defined therein) paid or awarded to any current or former
Other Compensation Policies
| | Executive and Director Compensation | 29 |
Other Compensation Policies
“executive officer” (as defined in Section 16 of the Exchange Act) and any other current or former employee who has received an equity award (a “Covered Person”) if: we are required to prepare an accounting restatement of our financial results due to material noncompliance with any financial reporting requirement under the U.S. securities laws caused by the fraud, misconduct, or gross negligence of a Covered Person; • the Compensation Committee determines that any Covered Person received incentive compensation based on inaccurate financial information or other inaccurate performance metric criteria; or • the Compensation Committee determines that any Covered Person committed misconduct that has or might reasonably be expected to cause reputational or other harm to us, committed misconduct or a material error that causes or might be reasonably expected to cause significant financial or reputational harm to us or was improper or grossly negligent, including in a supervisory capacity, in failing to identify, escalate, monitor, or manage, in a timely manner and as reasonably expected, risks material to us. This latter policy applies with respect to cash incentive compensation paid after April 15, 2021 and equity incentive compensation granted after such date and, to the extent agreed by a Covered Person or as otherwise permitted by applicable law, incentive compensation that was granted prior to such date. Tax and Accounting Considerations The Compensation Committee takes the applicable tax and accounting requirements into consideration in designing and overseeing our executive compensation program. Deductibility of Executive Compensation Under Section 162(m) of the Code, compensation paid to our “covered executive officers” (which include our CEO and CFO), will not be deductible to the extent it exceeds $1 million. While the Compensation Committee considers the deductibility of awards as one factor in determining executive compensation, the Compensation Committee also looks at other factors in making its decisions, as noted above, and retains the flexibility to award compensation that it determines to be consistent with the goals of our executive compensation program even if the awards are not deductible by us for tax purposes. Accounting for Stock-Based Compensation The Compensation Committee takes accounting considerations into account in designing compensation plans and arrangements for our executive officers and other employees. Chief among these is Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), the standard which governs the accounting treatment of certain stock-based compensation. Among other things, ASC Topic 718 requires us to record a compensation expense in our income statement for all equity awards granted to our executive officers and other employees. This compensation expense is based on the grant date “fair value” of the equity award and, in most cases, will be recognized ratably over the award’s requisite service period (which, generally, will correspond to the award’s vesting schedule). This compensation expense is also reported in the compensation tables below, even though recipients may never realize any value from their equity awards.
Other Compensation Policies
| 30 | Executive and Director Compensation | |
Compensation Committee Report
| | Executive and Director Compensation | 31 |
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | Change in pension value and nonqualified deferred compensation earnings ($) | All Other Compensation ($)(4) | Total ($) | | Mark Zagorski Chief Executive Officer | 2023 | 550,000 | — | 9,656,572 | — | 588,500 | — | 15,596 | 10,810,668 | | | 2022 | 515,000 | — | 3,750,000 | 3,750,003 | 576,800 | — | 22,561 | 8,614,364 | | | 2021 | 500,000 | — | 3,249,995 | 3,250,001 | 348,333 | — | 21,487 | 7,369,816 | | Nicola Allais Chief Financial Officer | 2023 | 475,000 | — | 3,755,357 | — | 355,775 | — | 25,496 | 4,611,628 | | | 2022 | 400,000 | — | 1,625,000 | 1,625,005 | 268,800 | — | 22,561 | 3,941,366 | | | 2021 | 383,400 | — | 1,500,003 | 1,500,007 | 160,261 | — | 21,487 | 3,565,158 | | Julie Eddleman Executive Vice President and Global Chief Commercial Officer | 2023 | 475,000 | — | 3,755,357 | — | 508,250 | — | 26,447 | 4,765,054 | | | 2022 | 465,000 | — | 1,375,000 | 1,374,997 | 520,800 | — | 14,695 | 3,750,492 | | | 2021 | 419,423 | 450,000(5) | 5,944,802 | 999,997 | — | — | 17,584 | 7,831,806 | | Andrew Grimmig Chief Legal Officer | 2023 | 430,000 | — | 2,950,629 | — | 276,060 | — | 9,900 | 3,666,589 | | | 2022 | 400,000 | — | 1,000,000 | 999,997 | 224,000 | — | 9,150 | 2,633,147 |
Summary Compensation Table
(1) For 2023, this amount represents the aggregate grant date fair value of RSUs and PSUs, assuming target performance for all PSUs. Assuming the maximum level of performance, the grant date fair value of PSUs granted in 2023 would be $6,281,544 for Mr. Zagorski; $2,442,849 for Mr. Allais; $2,442,849 for Ms. Eddleman; and $1,919,401 for Mr. Grimmig. In 2022 and 2021, represents the aggregate grant date fair value of RSUs granted to our NEOs. The grant date fair value is computed in accordance with FASB ASC Topic 718. The amounts do not reflect the value actually realized or that ultimately may be realized by our NEOs in respect of these awards. (2) Represents the aggregate grant date fair value of stock options granted to our NEOs. The grant date fair value is computed in accordance with FASB ASC Topic 718. The amounts do not reflect the value actually realized or that ultimately may be realized by our NEOs. For 2023, the amount in this column represents bonuses relating to full year Company performance. For 2022 and 2021, the amounts in this column represent bonuses relating to first half, second half and full year Company performance for the respective year. For 2022, Ms. Eddleman contributed 50% of the bonus earned and presented in this column on a pre-tax basis to the Company’s NQDC plan.
Summary Compensation Table
| 32 | Executive and Director Compensation | |
Summary Compensation Table
Amounts reported in the “All Other Compensation” column for our NEOs include the items set forth in the table below, as applicable to each NEO.
Summary Compensation Table
| Name | Fiscal Year | 401(k) Contribution ($)(A) | Employee Referral ($)(B) | Employer Paid Premiums for Health Benefits ($)(C) | Employment Agreement Items ($)(D) | | Mark Zagorski Chief Executive Officer | 2023 | — | — | 15,596 | — | | | 2022 | 9,150 | — | 13,411 | — | | | 2021 | 8,700 | — | 12,787 | — | | Nicola Allais Chief Financial Officer | 2023 | 9,900 | — | 15,596 | — | | | 2022 | 9,150 | — | 13,411 | — | | | 2021 | 8,700 | — | 12,787 | — | | Julie Eddleman Executive Vice President and Global Chief Commercial Officer | 2023 | 8,070 | — | 15,596 | 2,781 | | | 2022 | — | — | 13,411 | 1,284 | | | 2021 | — | 5,000 | 11,300 | 1,284 | | Andrew Grimmig Chief Legal Officer | 2023 | 9,900 | — | — | — | | | 2022 | 9,150 | — | — | — |
Summary Compensation Table
(A) A discretionary matching contribution under the Company’s 401(k) plan was made for each of our NEOs who made contributions to the plan and who were employed on December 31, 2021, 2022 and 2023, respectively, as set forth above. (B) The Company provides cash incentives when employees successfully refer external candidates for an open role. (C) Reflects the employee portion of health benefits paid by the Company. (D) Reflects life insurance reimbursement per the terms of Ms. Eddleman’s employment contract with the Company. This amount for Ms. Eddleman reflects a fixed annual bonus that was payable pursuant to the terms of her employment agreement
Summary Compensation Table
| | Executive and Director Compensation | 33 |
Grants of Plan-Based Awards During the Fiscal Year Ended December 31, 2023
Grants of Plan-Based Awards During the Fiscal Year Ended December 31, 2023 The following table provides information about the plan-based awards granted to each of our NEOs during fiscal 2023.
Grants of Plan-Based Awards During the Fiscal Year Ended December 31, 2023
| Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards ($)(1) | | | Estimated Future Payouts Under Equity Incentive Plan Awards (#)(2) | | | All Other Stock Awards: Number of Shares of Stock (#)(3) | Grant Date Fair Value of Stock Awards(4) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Mark Zagorski | 2023 DVBP | $0 | $550,000 | $770,000 | | | | | | | | 12/19/2023 | | | | 31,206 | 62,413 | 124,826 | | $2,906,570 | | | 12/19/2023 | | | | 31,206 | 62,413 | 93,619 | | $2,249,989 | | | 12/19/2023 | | | | | | | 124,827 | $4,500,013 | | Nicola Allais | 2023 DVBP | $0 | $332,500 | $465,500 | | | | | | | | 12/19/2023 | | | | 12,136 | 24,272 | 48,544 | | $1,130,340 | | | 12/19/2023 | | | | 12,136 | 24,272 | 36,408 | | $875,006 | | | 12/19/2023 | | | | | | | 48,544 | $1,750,011 | | Julie Eddleman | 2023 DVBP | $0 | $475,000 | $665,000 | | | | | | | | 12/19/2023 | | | | 12,136 | 24,272 | 48,544 | | $1,130,340 | | | 12/19/2023 | | | | 12,136 | 24,272 | 36,408 | | $875,006 | | | 12/19/2023 | | | | | | | 48,544 | $1,750,011 | | Andrew Grimmig | | $0 | $258,000 | $361,200 | | | | | | | | 12/19/2023 | | | | 9,535 | 19,071 | 38,142 | | $888,136 | | | 12/19/2023 | | | | 9,535 | 19,071 | 28,606 | | $687,510 | | | 12/19/2023 | | | | | | | 38,141 | $1,374,983 |
Grants of Plan-Based Awards During the Fiscal Year Ended December 31, 2023
(1) These columns reflect the threshold, target, and maximum payout opportunities under the 2023 DV Bonus Plan. For purposes of this table, the amount shown as the “threshold” payout reflect the threshold payout levels for achieving the threshold performance targets. (2) Represents the number of shares of common stock that may be earned upon vesting of the PSUs granted in 2023, assuming the achievement of threshold, target and maximum performance levels for the applicable performance period. See “Compensation Discussion and Analysis—PSU Awards” for a discussion of the performance measures for the PSUs. (3) Represents the RSUs that vest 6.25% on March 15, 2024 and the remainder of the award vest at a rate of 6.25% on each quarterly anniversary of March 15, 2024, subject to the NEO’s continued employment through each applicable vesting date. (4) Represents the aggregate grant date fair value of PSUs and RSUs granted to our NEOs. The grant date fair value is computed in accordance with FASB ASC Topic 718. The amounts do not reflect the value actually realized or that ultimately may be realized by our NEOs in respect of these awards.
Employment Agreements
| 34 | Executive and Director Compensation | |
Employment Agreements
| | Executive and Director Compensation | 35 |
Outstanding Equity Awards at Fiscal Year End 2023
Outstanding Equity Awards at Fiscal Year End 2023 The following table provides information about outstanding equity awards held by each of our NEOs as of December 31, 2023. All awards were granted under the 2017 Equity Plan or the 2021 Equity Plan. Our equity incentive program was designed to ensure that our senior management and other employees, including our NEOs, help drive stockholder value, and equity-based awards constitute a meaningful part of our NEOs’ compensation. Each of the 2017 Equity Plan and 2021 Equity Plan is administered by our Compensation Committee, which has discretion, within the parameters of the 2017 Equity Plan or 2021 Equity Plan, as applicable, to determine the recipients, amounts and terms of awards. The market value of the stock awards is based on the closing price of our common stock on the NYSE on December 29, 2023 (the last trading day of the year), which was $36.78 .
Outstanding Equity Awards at Fiscal Year End 2023
| Name | | Option Awards | | | | Stock Awards | | | | | | | Number of Shares Underlying Unexercised Options (#) Exercisable | Number of Shares Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Shares of Stock That Have Not Vested ($) | | Mark Zagorski | 1 | | | | | | | 62,413 | $2,295,550 | | | 2 | | | | | | | 62,413 | $2,295,550 | | | 3 | | | | | 124,827 | $4,591,137 | | | | | 4 | 75,974 | 227,916 | $25.00 | 12/12/2032 | 112,500 | $4,137,750 | | | | | 5 | 122,368 | 122,361 | $31.39 | 12/10/2031 | 51,768 | $1,904,027 | | | | | 6 | 880,207 | 203,126 | $6.93 | 7/28/2030 | 31,249 | $1,149,338 | | | | | 7 | 880,207 | 203,126 | $13.86 | 7/28/2030 | | | | | | Nicola Allais | 1 | | | | | | | 24,272 | $892,724 | | | 2 | | | | | | | 24,272 | $892,724 | | | 3 | | | | | 48,544 | $1,785,448 | | | | | 4 | 32,924 | 98,762 | $25.00 | 12/12/2032 | 48,748 | $1,792,951 | | | | | 5 | 47,064 | 47,063 | $31.39 | 12/10/2031 | 19,910 | $732,290 | | | | | 8 | 19,410 | — | $31.39 | 12/10/2031 | | | | | | | 9 | 390,200 | — | $2.01 | 1/4/2028 | | | | | | | 10 | 801,883 | — | $2.01 | 1/4/2028 | | | | |
Outstanding Equity Awards at Fiscal Year End 2023
| 36 | Executive and Director Compensation | |
Outstanding Equity Awards at Fiscal Year End 2023
| Name | | Option Awards | | | | Stock Awards | | | | | | | Number of Shares Underlying Unexercised Options (#) Exercisable | Number of Shares Underlying Unexercised Options (#) Unexercisable | Option Exercise Price | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares That Have Not Vested (#) | Equity Incentive Plan Awards: Market Value of Shares of Stock That Have Not Vested ($) | | Julie Eddleman | 1 | | | | | | | 24,272 | $892,724 | | | 2 | | | | | | | 24,272 | $892,724 | | | 3 | | | | | 48,544 | $1,785,448 | | | | | 4 | 27,858 | 83,568 | $25.00 | 12/12/2032 | 41,248 | $1,517,101 | | | | | 5 | 37,653 | 37,648 | $31.39 | 12/10/2031 | 15,928 | $585,832 | | | | | 11 | | | | | 61,610 | $2,266,016 | | | | Andrew Grimmig | 1 | | | | | | | 19,071 | $701,431 | | | 2 | | | | | | | 19,071 | $701,431 | | | 3 | | | | | 38,141 | $1,402,826 | | | | | 4 | 20,260 | 60,777 | $25.00 | 12/12/2032 | 30,000 | $1,103,400 | | | | | 5 | 28,240 | 28,236 | $31.39 | 12/10/2031 | 11,944 | $439,300 | | | | | 12 | 35,480 | 16,127 | $20.31 | 2/15/2031 | 9,913 | $364,600 | | | | | 10 | 316,173 | — | $6.45 | 4/27/2030 | | | | | | | 13 | 173,601 | 27,573 | $6.45 | 4/27/2030 | | | | |
Outstanding Equity Awards at Fiscal Year End 2023
The awards in this row consist of revenue-based PSUs granted under our 2021 Equity Plan, and the disclosure is based on achieving target level performance. Following the completion of performance period, one-third of the earned PSUs, if any, will vest on March 15, 2025 and the remainder of the earned PSUs vest in eight equal quarterly installments of 8.33% each starting March 15, 2025, subject to the NEO’s continued employment through each applicable vesting date. (2) The awards in this row consist of relative total stockholder return-based PSUs granted under our 2021 Equity Plan, and the disclosure is based on achieving target level performance. Following the completion of applicable performance period, one-third of the earned PSUs, if any, will vest on March 15 of each of 2025, 2026 and 2027, subject to the NEO’s continued employment through each applicable vesting date. (3) The awards in this row consist of time vesting RSUs granted under our 2021 Equity Plan. The awards vested 6.25% on March 15, 2024 and the remainder of the awards vest at a rate of 6.25% on each quarterly anniversary of March 15, 2024, subject to the NEO’s continued employment through each applicable vesting date. (4) The awards in this row consist of time vesting non-qualified stock options and RSUs granted under our 2021 Equity Plan. The awards vested 6.25% on March 15, 2023 and the remainder of the awards vest at a rate of 6.25% on each quarterly anniversary of March 15, 2023, subject to the NEO’s continued employment through each applicable vesting date. (5) The awards in this row consist of time vesting non-qualified stock options and RSUs granted under our 2021 Equity Plan. The award vested 6.25% on March 15, 2022 and the remainder of the award vest at a rate of 6.25% on each quarterly anniversary of March 15, 2022, subject to the NEO’s continued employment through each applicable vesting date. The awards in this row consist of time vesting non-qualified stock options and RSUs granted under our 2017 Equity Plan. The vesting schedule provides that 25% of the awards vest on July 21, 2021, which is the one-year anniversary of Mr. Zagorski’s commencement of employment, and then at a rate of 6.25% per quarter over the next 12 quarters, subject in all cases to his continued employment through the applicable vesting date. Notwithstanding the foregoing, upon the completion of our IPO,
Outstanding Equity Awards at Fiscal Year End 2023
| | Executive and Director Compensation | 37 |
Outstanding Equity Awards at Fiscal Year End 2023
the portion of the awards that would have vested over the 12 months following the completion of the IPO vested, and the remaining portion vest on their original vesting schedule without regard to the aforementioned acceleration. The award in this row consists of non-qualified stock options granted under our 2017 Equity Plan and are subject to the same time vesting criteria as the options described in note 6 above (including in respect of the accelerated vesting upon the completion of our IPO). These options were granted with an exercise price equal to two times the fair market value of a share of our common stock on the grant date, as determined by our Board. (8) The awards in this row consist of time vesting non-qualified stock options granted under our 2021 Equity Plan. 50% of the awards vested on December 15, 2022 and the remainder vested on December 15, 2023, subject to Mr. Allais’s continued employment through the vesting date. (9) The award in this row consists of time vesting non-qualified stock options granted under our 2017 Equity Plan. The award vested 25% on November 6, 2018, and the remainder at a rate of 6.25% per quarter thereafter. (10) The award in this row consists of performance-based non-qualified stock options granted under our 2017 Equity Plan. The award vested 100% on November 22, 2021 upon Providence VII U.S. Holdings L.P. receiving cumulative cash proceeds in respect of its investment in DoubleVerify equal to two times its aggregate cash investment in DoubleVerify. (11) The award in this row consists of time vesting RSUs granted under our 2017 Equity Plan. 25% of the award vested on April 20, 2021, upon the completion of our IPO. 25% of the remaining award vested on January 26, 2022, and the other remaining RSUs vest at a rate of 6.25% per quarter thereafter, subject to Ms. Eddleman’s continued employment through each applicable vesting date. (12) The award in this row consists of time vesting non-qualified stock options and RSUs granted under our 2017 Equity Plan. The award vested 6.25% on February 15, 2022 and the remainder of the award vest at a rate of 6.25% on each quarterly anniversary of February 15, 2022, subject to Mr. Grimmig’s continued employment through each applicable vesting date. (13) The award in this row consists of time vesting non-qualified stock options granted under our 2017 Equity Plan. The award vested 6.25% on March 30, 2021 and the remainder of the award vest at a rate of 6.25% on each quarterly anniversary of March 30, 2021, subject to Mr. Grimmig’s continued employment through each applicable vesting date.
Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2023
Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2023 The following table provides information about number of stock options that were exercised, and RSUs that vested and released, for each of our NEOs during fiscal 2023 on an aggregate basis.
Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2023
| | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Mark Zagorski(3) | — | — | 105,051 | $3,390,829 | | Nicola Allais | 308,580 | $9,174,286 | 30,190 | $967,269 | | Julie Eddleman | — | — | 71,008 | $2,221,265 | | Andrew Grimmig(4) | 240,000 | $6,178,000 | 23,905 | $742,610 |
Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2023
(1) Represents the spread between (i) the market price of our common stock at exercise and (ii) the exercise price for all stock options exercised during the year, multiplied by the number of stock options exercised. (2) Represents the number of RSUs vested multiplied by the market price of our common stock on the date of vesting. The amounts reported under Stock Awards columns include 37,500 vested RSUs, settlement of which is deferred under our non-qualified deferred compensation plan. The shares will settle as soon as administratively feasible following NEO’s separation from service with the company.
Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2023
| 38 | Executive and Director Compensation | |
Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2023
The amounts reported under Stock Awards columns include 10,000 vested RSUs, settlement of which was deferred under our non-qualified deferred compensation plan. The shares settled on March 15, 2024.
Nonqualified Deferred Compensation
Nonqualified Deferred Compensation The following table provides a summary of the NEOs’ participation in the NQDC during the fiscal year ended December 31, 2023.
Nonqualified Deferred Compensation
| | Executive contributions in last Fiscal Year | Registrant contributions in last Fiscal Year | Aggregate earnings in last Fiscal Year | Aggregate withdrawals/ distributions | Aggregate balance at last Fiscal Year End(1) | | Mark Zagorski(2) | — | — | — | — | $1,379,250 | | Nicola Allais | — | — | — | — | — | | Julie Eddleman | — | — | — | — | $260,400 | | Andrew Grimmig(3) | — | — | — | — | $367,800 |
Nonqualified Deferred Compensation
(1) The market value of the vested and deferred RSUs is based on the closing price of our common stock on the NYSE on December 29, 2023 (the last trading day of the year), which was $36.78. (2) The amount reported under Aggregate balance at last Fiscal Year End column reflects market value of 37,500 vested RSUs, settlement of which is deferred under our NQDC plan. The shares will settle as soon as administratively feasible following NEO’s separation from service with the company. (3) The amount reported under Aggregate balance at last Fiscal Year End column reflects market value of 10,000 vested RSUs, settlement of which was deferred under our NQDC plan. The shares settled on March 15, 2024. Our NQDC plan provides our executive officers and members of our Board with an opportunity to defer base salary, cash fees paid to a non-employee director, cash bonus payments and other compensation (including equity awards). In addition to elective deferrals, the Company may make discretionary contributions to be credited to the account of any or all participants, subject to the vesting requirements set forth in the NQDC (though to date we have not made any such contributions). Each participant’s deferred compensation account is credited with a notional investment return based on various investment funds that are generally the same as the investment funds available under our tax qualified plan. Distributions of vested account balances are made upon death, disability, separation from service, or a specified date. Distributions are to be made in a single cash payment or, at the election of the participant, in annual installments for a period of between two and 10 years in the case of a separation from service or in-service distribution. Please see the discussion of the NQDC in our Compensation Discussion & Analysis for more details about the operation of the plan.
Payments and Potential Payments upon Termination or Change in Control
Payments and Potential Payments upon Termination or Change in Control
Employment Agreement Obligations
| | Executive and Director Compensation | 39 |
Employment Agreement Obligations
| 40 | Executive and Director Compensation | |
Employment Agreement Obligations
| | Executive and Director Compensation | 41 |
Pay Ratio Disclosure
Pay Ratio Disclosure As required by SEC rules, we are providing the information below to explain the relationship between the annual total compensation of Mr. Zagorski, who served as the Company’s Chief Executive Officer in 2023, and the annual total compensation of the median employee of the Company, excluding our CEO. For purposes of identifying our median employee, in accordance with SEC rules we used the same median employee for calculating the 2023 ratio as we did for calculating the 2022 ratio, as we believe that there has been no material change in our employee population or the employee compensation arrangements, or in the circumstances of the median employee. The median annual total compensation disclosed below is based on the Company’s global workforce and is not designed to capture the median compensation of the Company’s U.S. employees. Our compensation philosophy is to pay competitively to market and provide fair compensation regardless of the locale. The compensation approach used to determine compensation for our broader workforce is the same approach we use when setting CEO pay, including consideration of pay competitiveness and the use of performance-based incentives that reward exceptional business performance in each jurisdiction consistent with market practice. For 2023, the annual total compensation of our median employee was $181,261. This includes base pay, 2023 bonus, 2023 equity award and an employer retirement contribution. Mr. Zagorski’s annual total compensation for 2023, as reported under the “Total” column in the 2023 Summary Compensation Table, was $10,810,668. Based on this information, for 2023, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 60 to 1.
Pay Ratio Disclosure
| 42 | Executive and Director Compensation | |
Pay Ratio Disclosure
We believe our pay ratio presented above is a reasonable estimate. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions that reflect their employee populations and compensation practices. As a result, our pay ratio may not be comparable to the pay ratio reported by other companies.
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure
Pay Versus Performance Disclosure
| Pay Versus Performance | | | | | | | | | | | | | | | | | | | Value of Initial Fixed $100 Investment Based On: | | | | | Year(1) | Summary Compensation Table Total for PEO(2) | Compensation Actually Paid for PEO(3) | | Average Summary Compensation Table Total for Non- PEO NEOs(2) | Average Compensation Actually Paid for Non-PEO NEOs(4) | | Total Shareholder Return(5) | Peer Group Total Shareholder Return(6) | Net Income | Company- Selected Measure: Revenue(7) | | 2023 | $10,810,668 | | 30,935,066 | $4,347,757 | | 8,287,112 | $102 | $110 | $71,466,000 | $572,543,000 | | 2022 | $8,614,364 | -$ | 8,775,469 | $2,775,377 | -$ | 818,279 | $61 | $76 | $43,268,000 | $452,418,000 | | 2021 | $7,369,816 | | 46,716,620 | $5,698,482 | | 16,336,863 | $92 | $113 | $29,308,000 | $332,741,000 | | 2020 | N/A | | N/A | N/A | | N/A | $100 | $100 | N/A | N/A |
Pay Versus Performance Disclosure
(1) Mark Zagorski served as the Company’s principal executive officer (PEO) for the entirety of 2021, 2022 and 2023. The Company’s other NEOs for the applicable years were as follows: • 2021: Julie Eddleman and Nicola Allais • 2022: Julie Eddleman, Nicola Allais, Andrew Grimmig and Matthew Mclaughlin • 2023: Julie Eddleman, Nicola Allais and Andrew Grimmig (2) Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs. (3) Amounts reported in this column represent the compensation actually paid to the PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
Pay Versus Performance Disclosure
| PEO | | | | | | | | | 2021 | 2022 | | 2023 | | | Summary Compensation Table—Total Compensation(a) | $7,369,816 | | 8,614,364 | $10,810,668 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $6,499,996 | | 7,500,003 | $9,656,572 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $6,727,419 | | 6,127,263 | $9,793,251 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $22,215,950 | -$ | 11,875,870 | $12,349,024 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $0 | | 0 | $0 |
Pay Versus Performance Disclosure
| | Executive and Director Compensation | 43 |
Pay Versus Performance Disclosure
| PEO | | | | | | | | | 2021 | 2022 | | 2023 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | $16,903,431 | -$ | 4,141,223 | $7,638,694 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | $0 | | 0 | $0 | | = | Compensation Actually Paid | $46,716,620 | -$ | 8,775,469 | $30,935,066 |
Pay Versus Performance Disclosure
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year. (b) Represents the aggregate grant date fair value of the stock awards and option awards granted to the PEO during the indicated fiscal year, computed in accordance with FASB ASC 718. (c) Represents the aggregate fair value as of the indicated fiscal year-end of the PEO’s outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718. (d) Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the PEO as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e) Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to the PEO and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. (f) Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the PEO that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. (g) Represents the aggregate fair value as of the last day of the prior fiscal year of the PEO’s stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. (4) Amounts reported in this column represent the compensation actually paid to the NEOs other than the PEO in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
Pay Versus Performance Disclosure
| NEO Average | | | | | | | | | 2021 | 2022 | | 2023 | | | Summary Compensation Table—Total Compensation(a) | $5,698,482 | | 2,775,377 | $4,347,757 | | - | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $4,972,405 | | 2,000,000 | $3,487,114 | | + | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $5,868,201 | | 1,633,936 | $3,536,473 | | + | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $828,883 | -$ | 1,223,303 | $2,733,376 |
Pay Versus Performance Disclosure
| 44 | Executive and Director Compensation | |
Pay Versus Performance Disclosure
| NEO Average | | | | | | | | | 2021 | 2022 | | 2023 | | + | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $1,182,978 | | 0 | $0 | | + | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(f) | $7,730,723 | -$ | 1,664,697 | $1,156,620 | | - | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(g) | $0 | | 339,593 | $0 | | = | Compensation Actually Paid | $16,336,863 | -$ | 818,279 | $8,287,112 |
Pay Versus Performance Disclosure
Please see footnote 1 for the NEOs included in the average for each indicated fiscal year. Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year. (b) Represents the average aggregate grant date fair value of the stock awards and option awards granted to the reported NEOs during the indicated fiscal year, computed in accordance with FASB ASC 718. (c) Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718. (d) Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the reported NEOs as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year. (e) Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to the reported NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC 718. (f) Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718. (g) Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718. (5) Pursuant to rules of the SEC, the comparison assumes $100 was invested on the IPO date of April 21, 2021 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance. (6) The TSR Peer Group consists of the NASDAQ Composite Index. The Compensation Committee determined that revenue continues to be viewed as a core driver of the Company’s performance and stockholder value creation.
Pay Versus Performance Disclosure
| | Executive and Director Compensation | 45 |
Relationship Between Pay and Performance
| 46 | Executive and Director Compensation | |
Relationship Between Pay and Performance
| | Executive and Director Compensation | 47 |
Tabular List of Financial Performance Measures
| 48 | Executive and Director Compensation | |
Director Compensation Table
Director Compensation Table The following table sets forth information regarding compensation for each of our non-employee directors during our fiscal year ended December 31, 2023.
Director Compensation Table
| Name | Fiscal Year | Fees earned or paid in cash ($) | Stock Awards ($)(1) | Option Awards ($) | Change in Pension Value and Nonqualified Deferred Compensation Earnings ($) | All Other Compensation ($) | Total ($) | | Laura B. Desmond | 2023 | 52,500(2) | 199,986 | — | 0 | — | 252,486 | | Lucy Stamell Dobrin(3) | 2023 | — | — | — | — | — | — | | Sundeep Jain | 2023 | 42,500(4) | 199,986 | — | — | — | 242,486 | | Teri L. List | 2023 | 67,500(5) | 199,986 | — | — | — | 267,486 | | R. Davis Noell(3) | 2023 | — | — | — | — | — | — | | Rosie Perez | 2023 | 45,000(6) | 199,986 | — | — | — | 244,986 | | Joshua L. Selip(3) | 2023 | — | — | — | — | — | — | | Kelli Turner | 2023 | 45,000(7) | 199,986 | — | 4,339 | — | 249,325 | | Scott Wagner | 2023 | 50,000(8) | 199,986 | — | — | — | 249,986 |
Director Compensation Table
(1) Represents the grant date fair value (determined in accordance with FASB ASC Topic 718) of RSUs issued in 2023. The RSUs vest on the earlier of (i) June 5, 2024 and (ii) the date of DoubleVerify Holdings, Inc.’s 2024 Annual Meeting of Stockholders, subject to continued service as a member of our Board. The following table sets forth information with respect to the aggregate outstanding equity awards at December 31, 2023 of each of the non-employee directors who served as Directors during 2023.
Director Compensation Table
| Name | Total RSUs Outstanding at 12/31/2023 | Total Options Outstanding at 12/31/2023 | | Laura B. Desmond(a) | 14,892 | 123,539 | | Sundeep Jain | 5,709 | — | | Teri L. List | 5,709 | — | | Rosie Perez | 5,709 | — | | Kelli Turner(b) | 14,892 | — | | Scott Wagner | 5,709 | — |
Director Compensation Table
(a) The amount reported under Total RSUs Outstanding at 12/31/2023 column includes 9,183 vested RSUs, settlement of which is deferred under our non-qualified deferred compensation plan. The shares will settle on the earlier of (i) March 2027 and (ii) Ms. Desmond’s end of service as a director (in which case the shares will settle in five annual installments commencing in the year of end of service as a director). (b) The amount reported under Total RSUs Outstanding at 12/31/2023 column includes 9,183 vested RSUs, settlement of which is deferred under our non-qualified deferred compensation plan. The shares will settle in five annual installments commencing in the year of Ms. Turner’s end of service as a director. (2) Represents the cash retainer earned by Ms. Desmond for her services as a director in 2023, consisting of a $35,000 base retainer, $10,000 for serving as Chairperson of our Nominating and Governance Committee, and $7,500 for serving on our Compensation Committee. Ms. Desmond contributed 100% of the fees earned and presented in this column to the Company’s NQDC plan. Prior to 2024, directors who are employees of Providence were not entitled to compensation for service as a director.
Director Compensation Table
| | Executive and Director Compensation | 49 |
Director Compensation Table
Represents the cash retainer earned by Mr. Jain for his services as a director in 2023, consisting of a $35,000 base retainer and $7,500 for serving on our Compensation Committee. (5) Represents the cash retainer earned by Ms. List for her services as a director in 2023, consisting of a $35,000 base retainer, $20,000 for serving as Chairperson of our Audit Committee, $7,500 for serving on our Compensation Committee, and $5,000 for serving on our Nominating and Governance Committee. (6) Represents the cash retainer earned by Ms. Perez for her services as a director in 2023, consisting of a $35,000 base retainer and $10,000 for serving on our Audit Committee. (7) Represents the cash retainer earned by Ms. Turner for her services as a director in 2023, consisting of a $35,000 base retainer and $10,000 for serving on our Audit Committee. (8) Represents the cash retainer earned by Mr. Wagner for his services as a director in 2023, consisting of a $35,000 base retainer and $15,000 for serving as Chairperson of our Compensation Committee.
Non-Employee Director Compensation
Non-Employee Director Compensation We have implemented a non-employee director compensation program with a mix of cash and equity compensation as follows. For 2024, all non-employee directors will be eligible to participate in the compensation program, including directors who are employees of Providence.
Cash Retainers and Equity-Based Awards
| 50 | Executive and Director Compensation | |
Class III Directors Whose Terms Expire in 2024 and Nominees for Election
Class III Directors Whose Terms Expire in 2024 and Nominees for Election
Class III Directors Whose Terms Expire in 2024 and Nominees for Election
| Sundeep Jain | | | | Age 53 Director of the Company since 2022 Director nominee | Sundeep Jain has served as a director of the Company since July 2022. Mr. Jain is Senior Vice President and Chief Product Officer of Uber Technologies, Inc. (“Uber”). Prior to joining Uber in 2018, Mr. Jain served as Vice President, Product Management, Search Ads at Google Inc. (now Alphabet Inc.) and in other roles in the Product Management area at Google from 2013 to 2018. From 2010 to 2013, Mr. Jain was Vice President, Platforms at Zynga. Mr. Jain also served as Founder and CEO of Aceva Technologies from 1999 to 2007, when it was acquired by SunGard, now part of FIS (Fidelity National Information Services). Mr. Jain received a Master of Business Administration from Harvard Business School and a Bachelor of Science from the University of California Berkeley. | Qualifications Mr. Jain was selected to serve on the Board due to his deep experience in developing and scaling products, considerable technical expertise and product innovation track record. |
Class III Directors Whose Terms Expire in 2024 and Nominees for Election
| 52 | Board and Corporate Governance Practices | |
Class III Directors Whose Terms Expire in 2024 and Nominees for Election
| Kelli Turner | | | | Age 53 Director of the Company since 2021 Director nominee | Kelli Turner has served as a director of the Company since March 2021. Ms. Turner is currently general partner of RSL Venture Partners. She was previously Managing Director and Chief Financial Officer of Sun Capital Partners, Inc. and President and Chief Operating Officer at SESAC, Inc., a music rights licensing company, from October 2018 to September 2021, was on the board of directors of Central European Media Enterprises Ltd. (Nasdaq: CETV), a media and entertainment company operating in Central and Eastern European markets, until its sale in October 2020, and was previously President and Chief Financial Officer of RSL Management Corporation from February 2011 to April 2012. Ms. Turner previously was Chief Financial Officer and Executive Vice President of Martha Stewart Living Omnimedia, Inc., a diversified media and merchandising company, from 2009 to 2011, where she was responsible for all aspects of the company’s financial operations, while working closely with the executive team in shaping Martha Stewart Living Omnimedia, Inc.’s business strategy and capital allocation process. A lawyer and a registered certified public accountant with significant experience in the media industry, Ms. Turner joined Martha Stewart Living Omnimedia, Inc. in 2009 from Time Warner Inc., where she held the position of Senior Vice President, Operations in the Office of the Chairman and Chief Executive Officer. Prior to that, she served as Senior Vice President, Business Development for New Line Cinema from 2006 to 2007 after having served as Time Warner Inc.’s Vice President, Investor Relations from 2004 to 2006. Ms. Turner worked in investment banking for years with positions at Allen & Company and Salomon Smith Barney prior to joining Time Warner Inc. Early in her career, she also gained tax and audit experience as a certified public accountant at Ernst & Young LLP. Ms. Turner currently serves on the board of Downtown Music Holdings. | Qualifications Ms. Turner was selected to serve on the Board due to her extensive experience in corporate finance and operations in large, public companies and medium-sized public and private equity owned companies in the media sector, as well as her experience on public company boards and in early stage technology investing. |
Class III Directors Whose Terms Expire in 2024 and Nominees for Election
| | Board and Corporate Governance Practices | 53 |
Class III Directors Whose Terms Expire in 2024 and Nominees for Election
| Scott Wagner | | | | Age 53 Director of the Company since 2021 Director nominee | Scott Wagner has served as a director of the Company since October 2021. Mr. Wagner currently serves as Interim Chief Executive Officer of GoodRx. Mr. Wagner served as Chief Executive Officer of GoDaddy Inc. from 2017 to 2019, and as President, Chief Operating Officer and Chief Financial Officer of GoDaddy Inc. from 2012 to 2017. While at GoDaddy Inc., Mr. Wagner oversaw the company’s initial public offering as well as its operational transformation from a leading domain-name registrar in the United States into a global SaaS company with millions of customers and one of the Scott Wagner has served as a director of the Company since October 2021. Mr. Wagner served as Chief Executive Officer of GoDaddy Inc. from 2017 to 2019, and as President, Chief Operating Officer and Chief Financial Officer of GoDaddy Inc. from 2012 to 2017. While at GoDaddy Inc., Mr. Wagner oversaw the company’s initial public offering as well as its operational transformation from a leading domain-name registrar in the United States into a global SaaS company with millions of customers and one of the largest technology platforms serving small and mid-sized businesses. Mr. Wagner joined GoDaddy Inc. from global investment firm KKR & Co. Inc., where he worked from 2000 to 2012. Mr. Wagner was elected as a Member (Partner) of KKR & Co. Inc. in 2010. Mr. Wagner began his career at the Boston Consulting Group. Mr. Wagner currently serves on the public boards of True Wind Capital’s Bilander Acquisition Corp. and Bill.com, as well as several private growth companies, including GoFundMe, Inc. and Kajabi, LLC. Mr. Wagner received a Master of Business Administration from Harvard Business School and a Bachelor of Arts in Economics from Yale University. | Qualifications Mr. Wagner was selected to serve on the Board due to his extensive background in the technology industry, leadership as a former chief executive officer of a global software platform and experience in private equity working with numerous growth investments. |
Class III Directors Whose Terms Expire in 2024 and Nominees for Election
| 54 | Board and Corporate Governance Practices | |
Class III Directors Whose Terms Expire in 2024 and Nominees for Election
| Mark Zagorski | | | | Age 55 Director of the Company since 2020 Director nominee | Mark Zagorski has served as our Chief Executive Officer and as a director since July 2020. Prior to that, Mr. Zagorski served as Chief Executive Officer of Telaria, a NYSE-listed video management platform, from July 2017 to April 2020 and, following Telaria’s merger with Rubicon Project, served as President and Chief Operating Officer for Rubicon Project (now Magnite, Inc.) (Nasdaq) through June 2020. Prior to that, Mr. Zagorski was Chief Executive Officer of eXelate, a leading data management and analytics platform, from December 2010 until its acquisition by the Nielsen Company in March 2015, and continued to manage the eXelate business as Executive Vice President of Nielsen Marketing Cloud through June 2017. Mr. Zagorski has over 20 years of digital advertising leadership experience and held previous management positions in companies including MediaSpan, WorldNow and Modem Media. Mr. Zagorski currently serves on the board of CXO Nexus and previously served on the board of Recruitics. Mr. Zagorski received a Master of Business Administration from the University of Rochester’s Simon School of Business and a Bachelor of Science in Finance from Gannon University, where he also received an Honorary Doctorate of Humane Letters. | Qualifications Mr. Zagorski was selected to serve on the Board because he is our Chief Executive Officer, and has strong technology experience, a successful track record managing software companies and a background serving on numerous public and private company boards of directors. |
Class I Directors Whose Terms Expire in 2025
Class I Directors Whose Terms Expire in 2025
Class I Directors Whose Terms Expire in 2025
| Laura B. Desmond | | | | Age 59 Director of the Company since 2017 | Laura B. Desmond has served as a director of the Company since September 2017. In addition, from February 28, 2020 to July 21, 2020, Ms. Desmond served as our Interim Chief Executive Officer. Ms. Desmond is the Chief Executive Officer of Smartly.io and the Founder and Chief Executive Officer of Eagle Vista Partners, a strategic advisory firm focused on marketing and digital technology. From August 2016 to December 2016 Ms. Desmond was the Chief Revenue Officer of Publicis Groupe. Prior to that, she was the Chief Executive Officer of Starcom MediaVest Group, the largest media services company in the world, for nine years. Ms. Desmond is a past Chair of the Advertising Council and currently serves on the boards of Adobe and Smartly.io. Ms. Desmond earned a Bachelor of Business Administration in Marketing from the University of Iowa. | Qualifications Ms. Desmond was selected to serve on the Board due to her extensive background and experience in the advertising, data and marketing industries, leadership track record as a former global agency media service chief executive officer and her extensive background serving on other successful marketing technology public company boards of directors. |
Class I Directors Whose Terms Expire in 2025
| | Board and Corporate Governance Practices | 55 |
Class I Directors Whose Terms Expire in 2025
| Rosie Perez | | | | Age 43 Director of the Company since 2021 | Rosie Perez has served as a director of the Company since October 2021. Ms. Perez has spent 15 years in roles of increasing responsibility in the Finance organization of American Express Company (“American Express”). She currently serves as Executive Vice President, Head of Corporate Planning. Prior to this role, Ms. Perez served as Executive Vice President, Corporate Treasurer, and prior to that, Senior Vice President, Chief Financial Officer of American Express’s Global Commercial Services (“GCS”) segment, a provider of payment and working capital products to small, mid-sized, large, and global companies worldwide. As CFO of GCS at American Express, Ms. Perez manages the segment’s P&L and leads her global team in providing financial guidance around long-term growth strategy, investments, products, benefits, and partnerships. Ms. Perez sits on both the Global Commercial Services Leadership Team and the Finance Leadership team. Prior to her current role, Ms. Perez led Investor Relations and served in several U.S. and global finance roles at American Express. She is the co-Executive Sponsor of American Express’s Hispanic Employee Network and sits on the board of directors of Amex Bank of Canada. Before joining American Express, Ms. Perez gained public accounting experience with Ernst & Young LLP. Ms. Perez received a Master of Business Administration from Harvard Business School and a Bachelor of Arts in Economics from Wharton School, University of Pennsylvania. | Qualifications Ms. Perez was selected to serve on the Board due to her leadership and extensive experience in corporate finance and operations in large, public companies. |
Class II Directors Whose Terms Expire in 2026
Class II Directors Whose Terms Expire in 2026
Class II Directors Whose Terms Expire in 2026
| R. Davis Noell | | | | Age 45 Director of the Company since 2017 | R. Davis Noell currently serves as the Chairperson of the board of directors and has served as a director of the Company since September 2017. Mr. Noell currently serves as Senior Managing Director and Co-Head of North America at Providence. Prior to joining Providence in 2003, Mr. Noell worked in Deutsche Bank’s media investment banking group. He is currently a director of The Chernin Group, Smartly.io, North Road, Wasserman and A2Mac1 and was previously a director of 365 Retail Markets, GLM, OEConnection, Stream Global Services, SunGard Data Systems and World Triathlon Corporation. He is a trustee of the Gilman School in Baltimore, MD. Mr. Noell received a Bachelor of Arts from the University of North Carolina at Chapel Hill. | Qualifications Mr. Noell was selected to serve on the Board due to his extensive management experience, strategic leadership track record and service on other boards of directors of technology companies. |
Class II Directors Whose Terms Expire in 2026
| 56 | Board and Corporate Governance Practices | |
Class II Directors Whose Terms Expire in 2026
| Lucy Stamell Dobrin | | | | Age 35 Director of the Company since 2017 | Lucy Dobrin has served as a director of the Company since September 2017. Ms. Dobrin currently serves as a Managing Director at Providence. Prior to joining Providence in 2011, she worked as an analyst in the financial sponsors group at Bank of America Merrill Lynch. She is currently a director of Smartly.io and was previously a director of OEConnection and EdgeConneX. She is currently a director on the boards of Works and Process at The Guggenheim and Tom Gold Dance, two performing arts non-profits. Ms. Dobrin received a Master of Arts and a Bachelor of Arts from the University of Pennsylvania. | Qualifications Ms. Dobrin was selected to serve on the Board due to her extensive experience in corporate finance, strategic planning and investments and her experience as a director of various companies. |
Class II Directors Whose Terms Expire in 2026
| Gary Swidler | | | | Age 53 Director of the Company since 2024 | Gary Swidler has served as a director of the Company since February 2024. Mr. Swidler is currently President and Chief Financial Officer of Match Group, Inc. where he oversees finance, accounting, tax, treasury, strategy, corporate development, and investor relations as well as corporate communications and ad sales. Mr. Swidler joined Match Group in 2015 as Chief Financial Officer, just prior to the completion of Match Group’s initial public offering that November. He later served as Chief Operating Officer and Chief Financial Officer of Match Group and became President and Chief Financial Officer in January 2023. Prior to Match Group, Mr. Swidler worked at Bank of America Merrill Lynch and its predecessors for 18 years where he held various roles in investment banking. Prior to joining Merrill Lynch in 1997, Mr. Swidler was an associate at the New York City-based law firm Wachtell, Lipton, Rosen & Katz. Mr. Swidler received a Bachelor of Science from the University of Pennsylvania and a Juris Doctor from New York University School of Law School. | Qualifications Mr. Swidler was selected to serve on the Board due to his leadership and extensive experience in corporate finance and operations in large, public technology companies. |
Selection of Nominees for Election to the Board
Selection of Nominees for Election to the Board Our Corporate Governance Guidelines provide that, subject to the requirements of the Stockholder’s Agreement, the Board will select new director candidates based on the recommendations of the Nominating and Governance Committee. The Nominating and Governance Committee will identify and recommend to the Board candidates who the Nominating and Governance Committee believes are qualified and suitable to become members of the Board consistent with the criteria for selection of new directors adopted from time to time by the Board. Our Board believes that it should be a diverse body and seeks to promote board membership that reflects diversity, factoring in gender, race, ethnicity, differences in professional background, education, skill, experience, and other individual qualities and attributes that contribute to the total mix of viewpoints and experience. Our Nominating and Governance Committee considers a broad range of backgrounds and experiences and the Board’s current composition and needs, including any requirements of independence, as well as the skills, judgment and diversity of experience of candidates, expertise, diversity, and considers the general qualifications of the potential nominees, such as strong values and discipline, high ethical standards, a commitment to full participation on the Board and its committees, and relevant career experience, along with other skills and characteristics that meet the current needs of the Board. The Board will consider the following criteria for director qualification: (i) the nominee’s independence, judgment, strength of character, ethics and integrity; (ii) the nominee’s business or other relevant experience and skills and knowledge useful to the oversight of the Company’s business; (iii) the Company’s commitment to diversity; and (iv) whether a nominee has sufficient time to carry out the responsibilities of a director. In identifying candidates for election to the Board, the Nominating and Governance Committee may consider nominees recommended by directors, stockholders, and other sources. The Nominating and Governance Committee reviews each candidate’s qualifications, including whether a candidate possesses any of the specific qualities and skills desirable in certain members of the Board. Evaluations of candidates generally involve a review of background materials, internal discussions, and interviews with selected candidates as appropriate. Upon selection of a qualified candidate, the Nominating and Governance Committee would recommend the candidate for consideration by the full Board. The Nominating and Governance Committee may engage consultants or third-party search firms to assist in identifying and evaluating potential nominees. The Nominating and Governance Committee will consider director candidates proposed by stockholders on the same basis as recommendations from other sources. Any stockholder who wishes to recommend a prospective candidate for the Board for consideration by the Nominating and Governance Committee may do so by submitting the name and qualifications of the prospective
Selection of Nominees for Election to the Board
| 60 | Board and Corporate Governance Practices | |
Selection of Nominees for Election to the Board
candidate in writing to the following address: DoubleVerify Holdings, Inc., c/o Corporate Secretary, 462 Broadway, New York, New York 10013. Any such submission should also describe the experience, qualifications, attributes and skills that make the prospective candidate a suitable nominee for the Board. Our Bylaws set forth the requirements for direct nomination by a stockholder of persons for election to the Board. Pursuant to the Stockholder’s Agreement, the Providence Investor is currently entitled to nominate (or cause to be nominated) at least 5% of the total number of directors comprising the Board. See “Certain Relationships and Related Party Transactions” for additional information.
Relationships with Directors and Executive Officers
Relationships with Directors and Executive Officers