DEF 14A of DoubleVerify Holdings, Inc., Apr 10, 2025

DEF 14A of DoubleVerify Holdings, Inc.

Filed Apr 10, 2025 · FY20240001104659-25-033752

Open on EDGAR

  1. Audit Committee Report

    | Executive and Director Compensation |

  2. Who We Are

    | | Executive and Director Compensation | 11 |

  3. 2024 Executive Compensation Highlights

    | Component | CEO | Other NEOs | | Base Salaries | In December 2023, approved annual base salary increases, effective January 1, 2024, of: | | | | 18.2% | 5.3% to 5.8% | | Annual Cash Bonuses | For our NEOs, approved annual cash bonus awards that represented approximately 64% of their target annual cash bonus opportunities as calculated pursuant to the terms of the DoubleVerify Annual Bonus Plan (the “Bonus Plan”). | | | Long-Term Incentive Compensation | As explained in “Equity Award Timing Transition” below, our Board has moved the timing of the grant of long-term incentive compensation opportunities to our executive officers, including our NEOs, from December of each year to the first fiscal quarter of each year. Consequently, no equity awards were granted to our NEOs in 2024. | | | Equity Award Timing Transition | In December 2023, our Board, based on the recommendation of the Compensation Committee, approved the target award values for the performance stock unit (“PSU”) awards for 2024 in the fourth quarter of 2023. As disclosed in our 2024 definitive proxy statement, these PSU awards were 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”). However, for 2024, our Board decided to move the approval of the annual “refresh” equity awards granted to our executive officers, including the PSU awards (both the Revenue PSU Awards and the Relative TSR PSU Awards) to the first fiscal quarter of each year. This change was made so that our Board and the Compensation Committee has the benefit of a complete view of year end results and a more refined forecast when approving our performance goals, which improves their ability to set appropriately calibrated goals to more closely align pay with performance. | |

  4. 2024 Executive Compensation Highlights

    | 12 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  5. 2024 Executive Compensation Highlights

    | Component | CEO | Other NEOs | | | | | | | The result of this change is that no annual “refresh” equity awards were granted to our executive officers, including our NEOs, during 2024. Consequently, for purposes of the row entitled “2024,” in the 2024 Summary Compensation Table, the “Stock Awards” column includes no award value and, correspondingly, the “Total” column reports total compensation amounts for each of our NEOs that are significantly lower than the amounts reported in the corresponding columns of the Summary Compensation Tables for 2022 and 2023. Information about the equity awards (both PSU awards and RSU awards) granted to our NEOs during the first fiscal quarter of 2025 is included in “Compensation Elements— Long-Term Equity Incentive Compensation” below and will be discussed in the Compensation Discussion and Analysis and reported in the Summary Compensation Table of the definitive proxy statement that we will file in 2026. | | | 2025 Long-Term Incentive Compensation Awards | In March, 2025, we granted long-term incentive compensation opportunities in the form of PSU awards and RSU awards with long-term incentive opportunity dollar value ranging in the aggregate from approximately $3,000,000 to approximately $4,000,000 for our NEOs other than our CEO, and a PSU award and RSU award for our CEO with an aggregate long-term incentive opportunity dollar value of approximately $9,000,000. For more information about these equity awards, please see “Compensation Elements—Long-Term Equity Incentive Compensation” below. | |

  6. 2024 Executive Compensation Highlights

    | | Executive and Director Compensation | 13 |

  7. Relationship Between Pay and Performance

    | We emphasize variable compensation that appropriately rewards our executive officers through the following two principal compensation elements: | | | | | 1. | 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 2024 annual operating plan. For information as to how we calculate Adjusted EBITDA, which is a non-GAAP financial measure, please refer to page 56 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024. | 2. | We grant PSU awards and RSU awards, which in the aggregate typically comprise a majority of our executive officers’ annual target total direct compensation opportunities. The value of these equity awards depends on, among other things, 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. Please see “Executive Compensation Highlights—Equity Award Transition Timing” above on the change in the timing of our long-term incentive compensation opportunities to our executive officers. |

  8. Executive Compensation Policies and Practices

    | 14 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  9. What We Do

    | Maintain Independent Compensation Committee: Throughout 2024, 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 2024 compensation review. This compensation consultant performed no other consulting or other services for us in 2024. 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 and 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. |

  10. What We Do

    | | Executive and Director Compensation | 15 |

  11. Stockholder Advisory Vote on Our Named Executive Officer Compensation

    Stockholder Advisory Vote on Our Named Executive Officer Compensation At our 2024 Annual Meeting of Stockholders, we held our initial non-binding, advisory vote on the compensation of our Named Executive Officers (commonly known as a “Say-on-Pay” vote) and approximately 93.5% of the votes cast (for, against, and abstentions) approved our executive compensation program for 2023. Prior to our 2024 Annual Meeting of Stockholders, the Compensation Committee introduced PSU awards (granted in December 2023) into our long-term incentive compensation program. Following this Say-on-Pay vote and based in part on the strong level of support for our executive compensation program demonstrated by this vote and an analysis of competitive market data, our Board and the Compensation Committee determined not to implement any significant changes to the elements of our executive compensation program for 2025, although for the reasons described above, our Board determined to change the timing of the grant of our long-term equity incentive awards. Our Board and the Compensation Committee intend to regularly consider the result of the Say-on-Pay vote in determining the compensation of our executive officers, including our NEOs. We value the opinions of our stockholders. Stockholder feedback, including through direct discussions and future Say-on-Pay votes, will be reported to our Board throughout the year. Our goal is to be responsive to our stockholders and ensure we understand and address their concerns and observations. Our Board and the Compensation Committee will consider the outcome of our Say-on-Pay vote, as well as feedback received throughout the year, when making compensation decisions for our executive officers. At our 2023 Annual Meeting of Stockholders, we conducted a non-binding stockholder advisory vote on the frequency of future Say-on-Pay votes (commonly known as a “Say-When-on-Pay” vote). Our stockholders expressed a preference for holding future Say-on-Pay votes on an annual, rather than a biennial or triennial, basis. Consistent with the recommendation of our Board and in recognition of this preference and other factors considered, our Board has determined that, until the next Say-When-on-Pay vote, we will hold annual Say-on-Pay votes.

  12. Stockholder Advisory Vote on Our Named Executive Officer Compensation

    | 16 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  13. Stockholder Advisory Vote on Our Named Executive Officer Compensation

    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. Succession Planning and Personnel Decisions The Compensation Committee and our Board regularly review our executive management succession plan to enable business continuity in the event a senior leader departs from the Company. The review includes a discussion of potential successors, including qualified internal candidates along with external candidates, an evaluation of their readiness for the role, and a discussion of development or other opportunities to prepare them for the role. We discuss development plans for potential successors identifying specific skills, training, or other development opportunities to help such individuals prepare for the position. Compensation-Setting Process

  14. Role of the Compensation Committee

    | | Executive and Director Compensation | 17 |

  15. Setting Target Total Direct Compensation

    Setting Target Total Direct Compensation The Compensation Committee conducts an annual review of the compensation arrangements of our executive officers, including our NEOs, typically during the fourth quarter in respect of the upcoming fiscal year. As part of this review, the Compensation Committee evaluates the base salary levels, annual cash bonus opportunities, and long-term incentive compensation opportunities of our executive officers and all related performance criteria. 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; and • 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

  16. Setting Target Total Direct Compensation

    | 18 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  17. Role of Compensation Consultant

    Role of Compensation Consultant The Compensation Committee has the sole authority to retain an external compensation consultant to assist it by providing information, analysis, and other advice relating to our executive compensation program and the recommendations resulting from its annual executive compensation review, including the authority to approve the consultant’s reasonable fees and other retention terms. In 2024, the Compensation Committee engaged Compensia, Inc. (“Compensia”), a national compensation consulting firm, to serve as its independent compensation consultant to advise on executive compensation matters, including competitive market pay practices for our executive officers, including our NEOs, and with the data analysis and selection of the compensation peer group. Under the terms of the engagement,

  18. Role of Compensation Consultant

    | | Executive and Director Compensation | 19 |

  19. Role of Compensation Consultant

    Compensia reports directly to the Compensation Committee and its chair, and serves at the discretion of the Compensation Committee, which reviews the engagement annually. During 2024, Compensia attended the meetings of the Compensation Committee (both with and without management present) as requested and provided various services, including the following: the review, analysis, and updating of our compensation peer group; the review and analysis of the various compensation elements and opportunities of our executive officers, including our NEOs and a review and analysis of the compensation of the non-employee members of our Board, as analyzed against competitive market data based on the companies in our compensation peer group and, in the case of our executive officers, selected compensation surveys; assessment of executive compensation trends; a review and analysis of our equity strategy and utilization; a compensation risk assessment; assistance with the preparation of the compensation discussion and analysis; and support on other ad hoc matters throughout the year. In 2024, Compensia did not provide any other services to the Compensation Committee or 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 2024. 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.

  20. Competitive Positioning

    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 mid-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 for 2024 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. Subsequently, in mid-2024, the Compensation Committee directed Compensia to once again review and update the compensation peer group for use in analyzing and establishing the compensation of our executive officers for 2025. In identifying and selecting the companies that comprise the updated compensation peer group, Compensia considered the following primary criteria set forth in the table below. 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 the available 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.

  21. Competitive Positioning

    | 20 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  22. Competitive Positioning

    | | Executive and Director Compensation | 21 |

  23. Competitive Positioning

    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:

  24. Competitive Positioning

    | 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 | | 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 | | 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 |

  25. Base Salary

    | 22 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  26. Annual Cash Bonuses

    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 February 2024, the Compensation Committee recommended, and the Board approved, the Bonus Plan for 2024 (the “2024 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 2024 annual operating plan. In December 2023, 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 and Ms. Eddleman at their 2023 levels and increase the target annual cash bonus opportunities for certain of our executive officers, including an increase to 75% of his annual base salary for Mr. Allais and an increase to 65% of his annual base salary for Mr. Grimmig. Subsequently, the Board approved these recommendations.

  27. Annual Cash Bonuses

    | Named Executive Officer | 2024 Target Annual Cash Bonus Opportunity (as a percentage of base salary) | 2024 Target Annual Cash Bonus Opportunity ($) | | Mr. Zagorski | 100% | $650,000 | | Mr. Allais | 75% | $375,000 | | Ms. Eddleman | 100% | $500,000 | | Mr. Grimmig | 65% | $295,750 |

  28. Annual Cash Bonuses

    Potential annual cash bonuses for our NEOs under the 2024 Bonus Plan could range from zero to 140% of their target annual cash bonus opportunity.

  29. Annual Cash Bonuses

    | | Executive and Director Compensation | 23 |

  30. 2024 Bonus Plan Performance Metrics

    2024 Bonus Plan Performance Metrics In February 2024, the Compensation Committee determined to use the same performance measures that it had selected for 2023 in the 2024 Bonus Plan: • “Revenue” (weighted 50%) meant our total revenue for 2024 as determined under generally accepted accounting principles (“GAAP”); • “Adjusted EBITDA” (weighted 30%) meant our earnings before interest, taxes, depreciation, and amortization, which is a non-GAAP financial measure, determined as described on page 56 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2024; and • Our “Key Performance Indicators” (weighted 20%) included meeting or exceeding pre-established targets for Attention and Scibids revenue, respectively, meeting or exceeding a pre-established target of social measurement revenue, (including a specified target in new Newsfeed revenue), meeting or exceeding a pre-established revenue per FTE equivalent target, holding client churn to a preestablished target or less of total in-year revenue, and meeting or exceeding a preestablished percentage of measurement revenue from outside North America, each as set forth in our annual operating plan. With respect to the bonuses earned by our executive officers, including our NEOs, in 2024, the bonus performance levels and potential payouts for the financial performance measures were set as follows:

  31. 2024 Bonus Plan Performance Metrics

    | Performance Measure | Revenue | Adjusted EBITDA | | Performance Threshold (%) | 90% | 90% | | Performance Threshold ($) | $653 million | $201 million | | Threshold Payout | 50% | 50% | | Performance Target (%) | 100% | 100% | | Performance Target ($) | $725 million | $223 million | | Target Payout | 100% | 100% | | Performance Maximum (%) | 110% | 110% | | Performance Maximum ($) | $798 million | $245 million | | Maximum Payout | 150% | 150% |

  32. 2024 Bonus Plan Performance Metrics

    (1) Bonus payouts are to be determined by linear interpolation between the threshold and target and target and maximum performance levels. For 2024, the payout under the 2024 Bonus Plan was to be measured over the full year (measured from January 1st to December 31st).

  33. 2024 Bonus Payout

    2024 Bonus Payout In February 2025, the Compensation Committee approved annual bonus awards to the participants in the 2024 Bonus Plan, including our NEOs. Based on the 2024 performance measures established by the Compensation Committee in February 2024, the Compensation Committee determined we achieved a revenue achievement percentage of 91%, an adjusted EBITDA achievement percentage of 98%, and a KPI achievement percentage of 50%, based on our average overall performance against all KPIs. These achievement percentages correlated to a 53% performance payout for revenue and 92% performance payout for adjusted EBITDA. Applying the relative weighting of each of these performance measures, this resulted in an aggregate performance payout percentage of 64%. Consequently, the Compensation Committee approved the following annual cash bonus payouts for our NEOs for 2024:

  34. 2024 Bonus Payout

    | 24 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  35. 2024 Bonus Payout

    | Named Executive Officer | 2024 Target Annual Bonus Opportunity (as a percentage of base salary) | 2024 Target Annual Bonus Opportunity ($) | Aggregate Performance Payout (%) | Annual Bonus Payout ($) | | Mr. Zagorski | 100% | $650,000 | 64% | $416,000 | | Mr. Allais | 75% | $375,000 | 64% | $240,000 | | Ms. Eddleman | 100% | $500,000 | 64% | $320,000 | | Mr. Grimmig | 65% | $295,750 | 64% | $189,280 |

  36. 2024 Bonus Payout

    The annual bonuses actually paid to our NEOs for 2024 are set forth in the “2024 Summary Compensation Table” below.

  37. Long-Term Equity Incentive Compensation

    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.

  38. No 2024 Annual Equity Awards

    No 2024 Annual Equity Awards During 2024, our Board and the Compensation Committee decided to change the timing of the annual “refresh” equity awards to our executive officers, including our NEOs, from the last fiscal quarter of the immediately preceding year to the first quarter of the current fiscal year. Consequently, having granted equity awards to our executive officers in December 2023 as part of their target total direct compensation opportunities for 2024, our Board and the Compensation Committee determined not to grant annual “refresh” equity awards to our executive officers in 2024. Thus, for purposes of the row entitled “2024” in the 2024 Summary Compensation Table, the “Stock Awards” and “Total” columns include no equity award value. For more information about the future timing of annual “refresh” equity awards to be granted to our executive officers, including our NEOs, see “Executive Summary—2024 Compensation Highlights— Equity Awards Timing Transition” above.

  39. 2025 Annual Equity Awards

    2025 Annual Equity Awards In March 2025, the Compensation Committee recommended and our Board approved the grant of annual “refresh” equity awards to our NEOs consisting of 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

  40. 2025 Annual Equity Awards

    | | Executive and Director Compensation | 25 |

  41. 2025 Annual Equity Awards

    of the underlying shares, RSU awards also provide incentives to our executive officers that are aligned with the interests of our stockholders. The Compensation Committee recommended that the dollar value of the PSU awards should comprise approximately 50% of each NEO’s 2025 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 target value of these equity awards and the allocation between PSU awards and RSU awards were formulated by the Compensation Committee and approved by our 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); • 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 our Board and the Compensation Committee believe are reasonable and appropriate taking into consideration the foregoing factors. The aggregate dollar value of equity awards granted to our NEOs in March, 2025 were as follows:

  42. 2025 Annual Equity Awards

    | Named Executive Officer | Long Term Incentive Opportunity Dollar Value* ($) | | Mr. Zagorski | $9,000,000 | | Mr. Allais | $4,000,000 | | Ms. Eddleman | $3,000,000 | | Mr. Grimmig | $3,000,000 |

  43. 2025 Annual Equity Awards

    * The number of RSUs and target PSUs underlying each award was determined based on the 20-day trailing average closing price of our common stock as of the date of grant.

  44. PSU Awards

    PSU Awards As described above, the PSU awards are subject to two distinct and equally weighted performance measures, with 50% of the economic value of such awards being Revenue PSU Awards and 50% being 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 2025, 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: 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 2025 (the “Revenue Performance Period”):

  45. PSU Awards

    | 26 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  46. PSU Awards

    | Payout Level | Minimum | Threshold | Target | Maximum | | Revenue Performance as a Percentage of Target | Below 95% | 95% | 100% | 105% | | Units Earned(1) | 0% | 50% | 100% | 150% |

  47. PSU Awards

    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 performance 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 2025, 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 2025 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 2026 and 2027, 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 compared to the Russell 3000 Index and measured over a three-year performance period ending December 31, 2027 (the “Relative TSR Performance Period”):

  48. PSU Awards

    | 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% |

  49. PSU Awards

    (2) The number of units earned is to be determined by linear interpolation between the threshold and target and target and maximum performance levels. Following the completion of the 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 (the “Earned Relative TSR PSU Units”). Any units that did not become Earned Relative TSR PSU Units will immediately terminate and be forfeited. 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.

  50. PSU Awards

    | | Executive and Director Compensation | 27 |

  51. PSU Awards

    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 converted 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.

  52. RSU Awards

    RSU Awards The RSU awards granted to our NEOs in 2025 vest over a four-year period, with 6.25% of the total number of units subject to an award vesting on March 15, 2025 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 vest.

  53. Perquisites and Other Personal Benefits

    | 28 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  54. Perquisites and Other Personal Benefits

    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 The employment agreements with our NEOs provide for certain protections in the event of specified involuntary terminations of employment (including a termination of employment by us “without cause” or a resignation of employment for “good reason,” as such terms are defined in the employment agreements and which we refer to as a “qualifying termination”), in exchange for executing and not revoking our separation agreement and release of claims. The applicable provisions of the employment agreements provide reasonable compensation in the form of severance pay and certain limited benefits to a NEO if such individual leaves our employ under certain circumstances to facilitate the NEO’s transition to new employment. Further, we seek to mitigate any potential employer liability and avoid future disputes or litigation by requiring a departing NEO to sign a separation agreement and release of claims in a form and with terms acceptable to us providing for a general release of all claims as a condition to receiving post-employment compensation payments or benefits. In addition, if Mr. Zagorski’s or Mr. Allais’s employment is terminated in a qualifying termination or by reason of his death or disability, the portion of his stock options and, in the case of Mr. Zagorski, RSU awards that would otherwise have vested between the date of termination and the 12-month anniversary of the date of termination will accelerate and vest in full. In the case of Ms. Eddleman, if her employment 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 the 2021 Equity Plan and the DoubleVerify Holdings Inc. 2017 Equity Incentive Plan) and, a qualifying termination of employment of the applicable NEO. In addition, the PSU awards held by our 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 is essential to attracting and retaining highly qualified executive officers. The Compensation Committee

  55. Perquisites and Other Personal Benefits

    | | Executive and Director Compensation | 29 |

  56. Perquisites and Other Personal Benefits

    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 We maintain the DoubleVerify Holdings Inc. Deferred Compensation Plan (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

  57. Stock Ownership Guidelines

    | 30 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  58. Compensation Recovery (“Clawback”) Policy

    | | Executive and Director Compensation | 31 |

  59. Accounting for Stock-Based Compensation

    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.

  60. Compensation Committee Report

    | 32 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  61. Summary Compensation Table

    Summary Compensation Table

  62. 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 | 2024 | 650,000 | — | — | — | 416,000 | — | 11,618 | 1,077,618 | | | 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 | | Nicola Allais Chief Financial Officer | 2024 | 500,000 | — | — | — | 240,000 | — | 21,968 | 761,968 | | | 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 | | Julie Eddleman Executive Vice President and Global Chief Commercial Officer | 2024 | 500,000 | — | — | — | 320,000 | — | 23,252 | 843,252 | | | 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 | | Andrew Grimmig Chief Legal Officer | 2024 | 455,000 | — | — | — | 189,280 | — | 21,968 | 666,248 | | | 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 |

  63. Summary Compensation Table

    (1) For 2024, no annual “refresh” equity awards were granted to our executive officers, including our NEOs. Consequently, the “Stock Awards” column includes no equity award value and, correspondingly, the “Total” column reports total compensation amounts for each of our NEOs that are significantly lower than the amounts reported in the corresponding columns of the Summary Compensation Tables for 2022 and 2023. See “—Compensation Elements—Long-Term Equity Incentive Compensation” above. 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 2023 and 2022, 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. (3) For 2024 and 2023, the amount in this column represents bonuses relating to full year Company performance. For 2022, 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. 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.

  64. Summary Compensation Table

    | | Executive and Director Compensation | 33 |

  65. Summary Compensation Table

    | Name | Fiscal Year | 401(k) Contribution ($)(A) | Employer Paid Premiums for Health Benefits ($)(B) | Employment Agreement Items ($)(C) | | Mark Zagorski Chief Executive Officer | 2024 | — | 11,618 | — | | | 2023 | — | 15,596 | — | | | 2022 | 9,150 | 13,411 | — | | Nicola Allais Chief Financial Officer | 2024 | 10,350 | 11,618 | — | | | 2023 | 9,990 | 15,596 | — | | | 2022 | 9,150 | 13,411 | — | | Julie Eddleman Executive Vice President and Global Chief Commercial Officer | 2024 | 10,350 | 11,618 | 1,284 | | | 2023 | 8,070 | 15,596 | 2,781 | | | 2022 | — | 13,411 | 1,284 | | Andrew Grimmig Chief Legal Officer | 2024 | 10,350 | 11,618 | — | | | 2023 | 9,900 | — | — | | | 2022 | 9,150 | — | — |

  66. Summary Compensation Table

    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, 2022, 2023 and 2024, respectively, as set forth above. (B) Reflects the employee portion of health benefits paid by the Company. (C) Reflects life insurance reimbursement per the terms of Ms. Eddleman’s employment contract with the Company.

  67. Grants of Plan-Based Awards During the Fiscal Year Ended December 31, 2024

    Grants of Plan-Based Awards During the Fiscal Year Ended December 31, 2024 The following table provides information about the plan-based awards granted to each of our NEOs during fiscal 2024.

  68. Grants of Plan-Based Awards During the Fiscal Year Ended December 31, 2024

    | 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 (#)(2) | Grant Date Fair Value of Stock Awards(2) | | | | Threshold | Target | Maximum | Threshold | Target | Maximum | | | | Mark Zagorski | 2024 DVBP | $0 | $650,000 | $910,000 | | | | | | | Nicola Allais | 2024 DVBP | $0 | $375,000 | $525,000 | | | | | | | Julie Eddleman | 2024 DVBP | $0 | $500,000 | $700,000 | | | | | | | Andrew Grimmig | 2024 DVBP | $0 | $295,750 | $414,050 | | | | | |

  69. Grants of Plan-Based Awards During the Fiscal Year Ended December 31, 2024

    (1) These columns reflect the threshold, target, and maximum payout opportunities under the 2024 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. For 2024, no annual “refresh” equity awards were granted to our executive officers, including our NEOs, during 2024. Consequently, the “Stock Awards” column includes no award value. See “— Compensation Elements—Long-Term Equity Incentive Compensation” above.

  70. Grants of Plan-Based Awards During the Fiscal Year Ended December 31, 2024

    | 34 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  71. Narrative Disclosure to Summary Compensation Table

    | | Executive and Director Compensation | 35 |

  72. Narrative Disclosure to Summary Compensation Table

    | footnotes under “—Outstanding Equity Awards at Fiscal Year End 2024”. Ms. Eddleman is also entitled to receive grants of equity awards having a grant date fair value of not less than $1,500,000 on an annual basis, commencing in December 2021. The first of these grants was made on December 10, 2021 and is described in greater detail below in the table and accompanying footnotes under “—Outstanding Equity Awards at Fiscal Year End 2024”. Ms. Eddleman’s employment agreement includes non-compete and employee and customer non- solicitation covenants, effective during her employment and for one-year post-termination. Ms. Eddleman is also entitled to receive severance benefits upon a qualifying termination of her employment, as more fully described below under “—Payments and Potential Payments upon Termination or Change of Control”. | | Andrew Grimmig | | We are currently party to an agreement with Andrew Grimmig, our General Counsel and Chief Legal Officer, that governs the current terms of his employment with us. Mr. Grimmig’s agreement does not have a fixed term. Pursuant to the agreement, Mr. Grimmig is entitled to an annual base salary (which for 2024 was paid at an annual rate of $455,000) and is eligible to receive an annual discretionary bonus with a target amount equal to 50% of his base salary based upon the attainment of performance goals and objectives established by our Board. In respect of 2024, Mr. Grimmig’s annual discretionary bonus target was set at 65% of his base salary. Mr. Grimmig was also entitled to be granted 882,347 non-qualified stock options under our 2017 Equity Plan, all of which have been granted and which are described in greater detail below in the table and accompanying footnotes under “—Outstanding Equity Awards at Fiscal Year End 2024”. Mr. Grimmig’s employment agreement includes non-compete and employee and customer non- solicitation covenants, effective during his employment and for one-year post-termination. Mr. Grimmig is also entitled to receive severance benefits upon a qualifying termination of his employment, as more fully described below under “—Payments and Potential Payments upon Termination or Change of Control”. Mr. Zagorski, Ms. Eddleman, Mr. Allais and Mr. Grimmig are also bound by intellectual property assignment and perpetual confidentiality provisions that protect our commercial interests. |

  73. Outstanding Equity Awards at Fiscal Year End 2024

    Outstanding Equity Awards at Fiscal Year End 2024 The following table provides information about outstanding equity awards held by each of our NEOs as of December 31, 2024. 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 31, 2024, which was $19.21.

  74. Outstanding Equity Awards at Fiscal Year End 2024

    | 36 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  75. Outstanding Equity Awards at Fiscal Year End 2024

    | | | Option Awards | | | | Stock Awards | | | | | Name | | Number of Shares Underlying Unexercised (#) Options Exercisable | Number of Shares Underlying Unexercised (#) Option Unexercisable | 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 | | | | | | | 41,608 | $799,290 | | | 2 | | | | | 33,078 | $635,428 | | | | | 3 | | | | | 93,619 | $1,798,421 | | | | | 4 | 151,946 | 151,944 | $25.00 | 12/12/2032 | 75,000 | $1,440,750 | | | | | 5 | 183,549 | 61,180 | $31.39 | 12/10/2031 | 25,884 | $497,232 | | | | | 6 | 1,083,333 | | $6.93 | 7/28/2030 | | | | | | | 7 | 1,083,333 | | $13.86 | 7/28/2030 | | | | | | Nicola Allais | 1 | | | | | | | 16,180 | $310,818 | | | 2 | | | | | 12,864 | $247,117 | | | | | 3 | | | | | 36,408 | $699,398 | | | | | 4 | 65,846 | 65,840 | $25.00 | 12/12/2032 | 32,496 | $624,248 | | | | | 5 | 70,596 | 23,531 | $31.39 | 12/10/2031 | 9,954 | $191,216 | | | | | 8 | 19,410 | — | $31.39 | 12/10/2031 | | | | | | | 9 | 289,256 | — | $2.01 | 1/4/2028 | | | | | | | 10 | 801,883 | — | $2.01 | 1/4/2028 | | | | | | Julie Eddleman | 1 | | | | | | | 16,180 | $310,818 | | | 2 | | | | | 12,864 | $247,117 | | | | | 3 | | | | | 36,408 | $699,398 | | | | | 4 | 55,714 | 55,712 | $25.00 | 12/12/2032 | 27,496 | $528,198 | | | | | 5 | 56,477 | 18,824 | $31.39 | 12/10/2031 | 7,964 | $152,988 | | | | | 11 | | | | | 12,322 | $236,706 | | | | Andrew Grimmig | 1 | | | | | | | 12,714 | $244,236 | | | 2 | | | | | 10,107 | $194,155 | | | | | 3 | | | | | 28,605 | $549,502 | | | | | 4 | 40,520 | 40,517 | $25.00 | 12/12/2032 | 20,000 | $384,200 | | | | | 5 | 42,360 | 14,116 | $31.39 | 12/10/2031 | 5,972 | $114,722 | | | | | 12 | 48,382 | 3,225 | $20.31 | 2/15/2031 | 1,982 | $38,074 | | | | | 10 | 316,173 | — | $6.45 | 4/27/2030 | | | | | | | 13 | 167,840 | | $6.45 | 4/27/2030 | | | | |

  76. Outstanding Equity Awards at Fiscal Year End 2024

    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, 50% of the earned PSUs, if any, will vest on March 15 of each of 2026 and 2027, subject to the NEO’s continued employment through each applicable vesting date. (2) The awards in this row consist of revenue-based PSUs granted under our 2021 Equity Plan. After certification of the revenue performance metric by the Compensation Committee, in March 2025, 53% of the target revenue-based PSUs were earned. 41.67% of the earned shares vested and settled on March 15, 2025, and the remainder of the earned shares will vest at a rate of 8.33% on each quarterly anniversary of March 15, 2025, subject to the NEO’s continued employment through each applicable vesting date. 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%

  77. Outstanding Equity Awards at Fiscal Year End 2024

    | | Executive and Director Compensation | 37 |

  78. Outstanding Equity Awards at Fiscal Year End 2024

    on each quarterly anniversary of March 15, 2024, 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 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. (6) 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, the portion of the awards that would have vested over the 12 months following the completion of the IPO vested, and the remaining portion vested on their original vesting schedule without regard to the aforementioned acceleration. (7) 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. (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 vested 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 vested at a rate of 6.25% on each quarterly anniversary of March 30, 2021.

  79. Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2024

    Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2024 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 2024 on an aggregate basis.

  80. Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2024

    | 38 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  81. Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2024

    | | 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) | — | — | 125,841 | $2,855,997 | | Nicola Allais | 100,944 | $2,285,999 | 38,344 | $855,934 | | Julie Eddleman | — | — | 83,140 | $2,095,925 | | Andrew Grimmig | 33,334 | $904,485 | 33,439 | $765,700 |

  82. Option Exercises and Stock Vested During the Fiscal Year Ended December 31, 2024

    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. (3) 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 the NEO’s separation from service with the company.

  83. 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, 2024.

  84. 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)(4) | — | $837,094 | — | — | $1,440,750 | | Nicola Allais | — | — | — | — | — | | Julie Eddleman | — | — | $9,962 | — | $270,362 | | Andrew Grimmig(3) | — | — | — | $330,900 | — |

  85. 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 31, 2024, which was $19.21. (2) The amount reported under Aggregate balance at last Fiscal Year End column reflects the market value of 75,000 vested RSUs, the settlement of which is deferred under our NQDC plan. The shares will settle as soon as administratively feasible following the NEO’s separation from service with the company. (3) The amount reported under Aggregate withdrawals/distributions column reflects the market value of 10,000 RSUs that settled on March 15, 2024. The market value was calculated by multiplying the number of settled RSUs by the market price of our common stock on the settlement date. (4) The amount reported under Registrant contributions in last Fiscal Year column reflects the market value of 37,500 RSUs that vested in 2024. The market value is calculated by multiplying the number of vested RSUs by the market price of our common stock on the date of vesting. 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

  86. Nonqualified Deferred Compensation

    | | Executive and Director Compensation | 39 |

  87. Nonqualified Deferred 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.

  88. Payments and Potential Payments upon Termination or Change in Control

    Payments and Potential Payments upon Termination or Change in Control Employment Agreement Obligations

  89. Treatment of Equity Awards Generally

    | 40 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  90. Summary of Estimated Payments and Benefits on a Termination of Employment or Change in Control

    | | Executive and Director Compensation | 41 |

  91. Summary of Estimated Payments and Benefits on a Termination of Employment or Change in Control

    | 42 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  92. 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 2024, and the annual total compensation of the median employee of the Company, excluding our CEO. The median employee was identified using our employee population as of December 15, 2024. We applied an exchange rate as of December 15, 2024 to convert all foreign currencies into U.S. dollars. 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 2024, the annual total compensation of our median employee was $195,642. This includes base pay, 2024 bonus, 2024 equity award and an employer retirement contribution. Mr. Zagorski’s annual total compensation for 2024, as reported under the “Total” column in the 2024 Summary Compensation Table, was $1,077,618. For 2024, as described in “—Compensation Elements—Long-Term Equity Incentive Compensation” above, no annual “refresh” equity awards were granted to our executive officers, including our CEO. Based on this information, for 2024, the ratio of the compensation of the CEO to the median annual total compensation of all other employees was estimated to be 5.51 to 1. 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,

  93. Pay Ratio Disclosure

    | | Executive and Director Compensation | 43 |

  94. Pay Ratio Disclosure

    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.

  95. Pay Versus Performance Disclosure

    Pay Versus Performance Disclosure

  96. Pay Versus Performance Disclosure

    | Pay Versus Performance | | | | | | | | | | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid for PEO (1)(2)(3) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid for Non-PEO NEOs(1)(2)(3) | Value of Initial Fixed $100 Investment Based On(4): | | Net Income | Company- Selected Measure: Revenue(5) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2024 | $1,077,618 | $(17,931,769) | $757,156 | $(4,329,677) | $53 | $142 | $56,231,000 | $656,849,000 | | 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 |

  97. Pay Versus Performance Disclosure

    (1) Mark Zagorski served as the Company’s principal executive officer (PEO) for the entirety of 2021, 2022, 2023 and 2024. 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 • 2024: Julie Eddleman, Nicola Allais and Andrew Grimmig (2) Amounts reported in this column have been calculated in accordance with Item 402(v) of Regulations S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below. (3) Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following table:

  98. Pay Versus Performance Disclosure

    | | PEO 2024 | NEO Average 2024 | | Summary Compensation Table–Total Compensation(a) | $$1,077,618 | $757,156 | | – Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year(b) | $0 | 0 | | + Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year(c) | $0 | 0 | | + Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years(d) | $$(10,638,620) | $(3,860,403) | | + Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year(e) | $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) | $$(8,370,767) | $(1,226,430) |

  99. Pay Versus Performance Disclosure

    | 44 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  100. Pay Versus Performance Disclosure

    | | PEO 2024 | NEO Average 2024 | | – 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 | | = Compensation Actually Paid | $$(17,931,769) | $(4,329,677) |

  101. 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) The Peer Group TSR set forth in this table utilizes the NASDAQ Composite Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested on the IPO date of April 21, 2021, through the end of the listed year in the Company and in the NASDAQ Composite Index, respectively. Historical stock performance is not necessarily indicative of future stock performance. The Compensation Committee determined that revenue continues to be viewed as a core driver of the Company’s performance and stockholder value creation.

  102. Pay Versus Performance Disclosure

    | | Executive and Director Compensation | 45 |

  103. Pay Versus Performance Disclosure

    Relationship Between Pay and Performance We believe the “Compensation Actually Paid” in each of the years reported above and over the three- year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for- performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the results of our stock performance. The following chart sets forth the relationships between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEO’s, and the cumulative TSR over the four most recently completed fiscal years for the Company and the NASDAQ Composite Index TSR.

  104. Pay Versus Performance Disclosure

    | 46 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  105. Pay Versus Performance Disclosure

    The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.

  106. Pay Versus Performance Disclosure

    | | Executive and Director Compensation | 47 |

  107. Pay Versus Performance Disclosure

    The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Revenue ($ Millions) during the four most recently completed fiscal years. Tabular List of Financial Performance Measures The following is a list of the two financial performance measures used by the Company to link compensation actually paid to the NEOs for the fiscal year ended December 31, 2024 (which in the Company’s assessment represent the most important financial performance measures in evaluating the Company’s success): • Revenue Adjusted EBITDA

  108. Pay Versus Performance Disclosure

    | 48 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  109. 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, 2024.

  110. 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 | 2024 | 57,500(2) | 200,003 | — | 5,263 | — | 262,766 | | Lucy Stamell Dobrin(3) | 2024 | 40,000 | 200,003 | — | — | — | 240,003 | | Sundeep Jain | 2024 | 47,500(4) | 200,003 | — | — | — | 247,503 | | Teri L. List | 2024 | 18,125(5) | — | — | — | 106,473(10) | 124,598 | | R. Davis Noell(3) | 2024 | 112,500 | 200,003 | — | — | — | 312,503 | | Rosie Perez | 2024 | 65,000(6) | 200,003 | — | — | — | 265,003 | | Gary Swidler | 2024 | 50,000(7) | 399,984 | — | — | — | 449,984 | | Kelli Turner | 2024 | 50,000(8) | 200,003 | — | 10,333 | — | 260,336 | | Scott Wagner | 2024 | 60,000(9) | 200,003 | — | — | — | 260,003 |

  111. Director Compensation Table

    (1) Represents the grant date fair value (determined in accordance with FASB ASC Topic 718) of RSUs issued in 2024. The RSUs vest on the earlier of (i) May 23, 2025 and (ii) the date of DoubleVerify Holdings, Inc.’s 2025 Annual Meeting of Stockholders, subject to continued service as a member of our Board. Mr. Swidler’s total includes $199,982 in initial RSUs that vested in February 2025. The following table sets forth information with respect to the aggregate outstanding equity awards at December 31, 2024 of each of the non-employee directors who served as Directors during 2024.

  112. Director Compensation Table

    | Name | Total RSUs Outstanding at 12/31/2024 | Total Options Outstanding at 12/31/2024 | | Laura B. Desmond(a) | 25,616 | 86,039 | | Lucy Stamell Dobrin | 10,724 | — | | Sundeep Jain | 10,724 | — | | Teri L. List | — | — | | R. Davis Noell | 10,724 | — | | Rosie Perez | 10,724 | — | | Gary Swidler(b) | 15,565 | — | | Kelli Turner(c) | 19,907 | — | | Scott Wagner | 10,724 | — |

  113. Director Compensation Table

    (a) The amount reported under Total RSUs Outstanding at 12/31/2024 column includes 14,892 vested RSUs. 9,183 vested RSUs of which will settle in Shares on the earlier of (i) March 2027 and (ii) Ms. Desmond’s end of service as a Director (in which case the shares will be delivered in five annual installments commencing in the year of termination) and 5,709 vested RSUs which settled in January 2025. Includes 4,841 vested RSUs which settled in February 2025.

  114. Director Compensation Table

    | | Executive and Director Compensation | 49 |

  115. Director Compensation Table

    The amount reported under Total RSUs Outstanding at 12/31/2024 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 2024, consisting of a $40,000 base retainer, $10,000 for serving as Chairperson of our Nominating and Corporate Governance Committee of the Board (the “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. (3) Prior to 2024, directors who are employees of Providence were not entitled to compensation for service as a director. Pursuant to their internal guidelines, any director compensation received by Ms. Dobrin or Mr. Noell is remitted to Providence. (4) Represents the cash retainer earned by Mr. Jain for his services as a director in 2024, consisting of a $40,000 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 up until her departure in 2024, consisting of a $40,000 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 2024, consisting of a $40,000 base retainer and $20,000 for serving as Chairperson, and thereby replacing Ms. List as Chairperson, on our Audit Committee, and $5,000 for serving on our Nominating and Governance Committee. (7) Represents the cash retainer earned by Mr. Swidler for his services as a director in 2024, consisting of a $40,000 base retainer and $10,000 for serving on our Audit Committee. (8) Represents the cash retainer earned by Ms. Turner for her services as a director in 2024, consisting of a $40,000 base retainer and $10,000 for serving on our Audit Committee. (9) Represents the cash retainer earned by Mr. Wagner for his services as a director in 2024, consisting of a $40,000 base retainer, $15,000 for serving as Chairperson of our Compensation Committee, and $5,000 for serving on our Nominating and Governance Committee. (10) Represents market value of 5,709 vested RSUs that settled pursuant to the Board’s authorization following Ms. List’s departure from the Company. The market value is based on the number of vested RSUs multiplied by $18.65, our common stock price on the date of settlement.

  116. 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

  117. Non-Employee Director Compensation

    | Compensation Item | Amount | | Annual Cash Retainer | $40,000 | | Annual Chairperson Additional Cash Retainer | $60,000 | | Committee Member Annual Cash Retainer (Non- Chair) | Audit: $10,000 Compensation: $7,500 Nominating and Governance: $5,000 | | Committee Chair Annual Cash Retainer | Audit: $20,000 Compensation: $15,000 Nominating and Governance: $10,000 | | Initial Equity Grant (New Board Member) | $200,000 RSU Grant (1-year vesting) | | Annual Equity Grant | $200,000 RSU Grant (1-year vesting) |

  118. Non-Employee Director Compensation

    All directors are also entitled to reimbursement of their expenses incurred in connection with travel to meetings.

  119. Non-Employee Director Compensation

    | 50 | Executive and Director Compensation | 2025 PROXY STATEMENT |

  120. Non-Employee Director Compensation

    | Board and Corporate Governance Practices |

  121. Non-Employee Director Compensation

    We believe that effective corporate governance policies and practices help the Company deliver sustainable, long-term value to our stockholders. These policies and practices are contained in our governance documents, including our Certificate of Incorporation, Amended and Restated Bylaws (the “Bylaws”), Corporate Governance Guidelines and committee charters. This section describes the key features of the Board practices and corporate governance program.

  122. 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 well-rounded body and seeks to promote board membership that reflects a variety of professional backgrounds, educations, skills, 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

  123. Selection of Nominees for Election to the Board

    | 62 | Board and Corporate Governance Practices | 2025 PROXY STATEMENT |

  124. Selection of Nominees for Election to the Board

    backgrounds and experiences and the Board’s current composition and needs, including any requirements of independence, as well as the skills, judgment and breadth of experience of candidates, expertise, 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) alignment of the skills, experience, and diverse perspectives of the Board as a whole with the Company’s needs; 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 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.

  125. Relationships with Directors and Executive Officers

    Relationships with Directors and Executive Officers Director Indemnification Agreements We have entered into an indemnification agreement with each of our directors. The indemnification agreements provide our directors with contractual rights to the indemnification and expense advancement rights provided under our Bylaws, as well as contractual rights to additional indemnification as provided in the indemnification agreements. Registration Rights Agreement In connection with our IPO, we entered into the Registration Rights Agreement. Mark Zagorski, Nicola Allais, Andrew Grimmig and the Laura B. Desmond Revocable Trust (for which Laura B. Desmond is trustee) are parties to the Registration Rights Agreement. Each of Mr. Zagorski, Mr. Allais, Mr. Grimmig and Ms. Desmond is a director and/or executive officer of the Company. See “—Relationship with Providence— Registration Rights Agreement.”

  126. Proposal 1—Election of Directors

    Proposal 1—Election of Directors Board Recommendation: FOR each of the Company’s nominees. Vote Required: Affirmative vote of at least a plurality in voting power of the Shares outstanding present in person or represented by proxy at the Annual Meeting and entitled to vote on the subject matter. In accordance with our Bylaws, stockholders do not have the right to cumulate their votes for the election of directors. Effect of Abstentions: No effect. Effect of Broker Non-Votes: No effect.