DEF 14A of Viant Technology Inc.
Filed Mar 18, 2024 · FY20230001140361-24-013953
PROXY STATEMENT FOR 2024 ANNUAL MEETING OF STOCKHOLDERS
| INFORMATION REGARDING THE BOARD OF DIRECTORS AND CORPORATE GOVERNANCE | 7 | | DIRECTOR COMPENSATION | 18 | | PROPOSAL ONE: ELECTION OF DIRECTORS | 20 | | PROPOSAL TWO: RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM | 21 | | REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS | 22 | | EXECUTIVE OFFICERS | 23 | | EXECUTIVE COMPENSATION | 24 | | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT | 29 | | TRANSACTIONS WITH RELATED PERSONS | 31 | | HOUSEHOLDING OF PROXY MATERIALS | 37 | | OTHER MATTERS | 37 |
INFORMATION REGARDING THE BOARD OF DIRECTORS
INFORMATION REGARDING THE BOARD OF DIRECTORS
Class III Directors Nominees for Election at the Annual Meeting
Class III Directors Nominees for Election at the Annual Meeting Tim Vanderhook has served on our board of directors and as our Chief Executive Officer since October 2020, and has served as Chairman since February 2021. Mr. Vanderhook has served as the chief executive officer and on the board of directors of Viant Technology LLC since he co-founded the Viant Technology business in 1999. Mr. Vanderhook has raised private equity capital, executed numerous acquisitions and co-founded XUMO, one of the largest ad-supported Over-The-Top streaming services, which was acquired by the Comcast Corporation (Nasdaq: CMCSA) in 2020. Mr. Vanderhook currently serves on the Board of Trustees of Chapman University. We believe Mr. Vanderhook is qualified to serve on our board of directors because of his digital advertising expertise and innovation, and his experience as Viant Technology LLC’s chief executive officer for over 20 years, which we believe contributes valuable management and technological expertise to our board of directors’ collective knowledge. Vivian W. Yang has served on our board of directors since December 2021 and is chair of the Nominating and Corporate Governance Committee and Compensation Committee. From August 2016 until July 2020, Ms. Yang served as the chief legal officer of The Trade Desk, Inc. (Nasdaq: TTD), a provider of a global technology platform for buyers of advertising, and from April 2014 to August 2016 she served as chief administrative officer and general counsel of RealD Inc. (formerly NYSE: RLD), a company that develops and licenses 3D and other visual technologies globally. From March 2009 to March 2014, Ms. Yang served as senior vice president & general counsel for CityGrid Media, LLC, a digital advertising network owned by IAC/InterActiveCorp, and from April 2001 to February 2007 as senior vice president, business affairs, finance and administration of the Global Media Group at Time Warner Inc. She has held senior positions with eCompanies, LLC and Sony Pictures Entertainment Inc. Ms. Yang started her legal career at Latham & Watkins LLP after receiving her J.D. from Georgetown University Law Center. She earned a B.S. in Accounting from The Pennsylvania State University and was a certified public accountant with KPMG prior to starting her legal career. We believe Ms. Yang is qualified to serve on our board of directors because of her extensive experience in the media and technology industry, which we believe contributes valuable management and technological expertise to our board of directors’ collective knowledge.
Class I Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders
Class I Directors Continuing in Office Until the 2025 Annual Meeting of Stockholders Max Valdes has served on our board of directors since February 2021 and is chair of the Audit Committee. From August 2010 to March 2013, Mr. Valdes served as Chief Financial Officer and Executive Vice President of First American Financial Corporation (NYSE: FAF). Prior to his retirement, Mr. Valdes held numerous financial positions over his 25 years at First American Financial Corporation, including Controller and Chief Accounting Officer. He currently serves on the board of directors and audit committee of First American Trust Company. Mr. Valdes also serves on the Board of Trustees and Finance Committee of Chapman University. Mr. Valdes is a CPA and earned a B.A. degree in Business Administration at the California State University, Fullerton. We believe Mr. Valdes is qualified to serve on our board of directors because of his significant level of financial and management expertise, which we believe provides valuable insight regarding public company reporting matters, as well as an understanding of the process of an audit committee’s interactions with our board of directors and management.
Class II Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders
Class II Directors Continuing in Office Until the 2026 Annual Meeting of Stockholders Chris Vanderhook has served on our board of directors and as our Chief Operating Officer since October 2020. Mr. Vanderhook has served as the chief operating officer and on the board of directors of Viant Technology LLC since he co-founded the Viant Technology business in 1999. Mr. Vanderhook also co-founded XUMO in 2011, one of the largest ad supported Over-The-Top streaming services, which was acquired by Comcast Corporation (Nasdaq: CMCSA) in February 2020. Mr. Vanderhook received a B.S. degree in Business Administration at the Marshall School of Business from the University of Southern California. We believe Mr. Vanderhook is qualified to serve on our board of directors because of his extensive experience in the digital advertising industry, and his experience as our Chief Operating Officer for over 20 years, which we believe contributes valuable management expertise to our board of directors’ collective knowledge. Elizabeth Williams has been a member of our board of directors since February 2021. Ms. Williams has served as Chief Executive Officer and a director of El Pollo Loco Holdings, Inc. (Nasdaq: LOCO), an operator of restaurant chains, since March 2024. Prior to this role, she served as the Chief Executive Officer of Outfox Hospitality, a company that operates Foxtrot convenience stores and Dom’s Kitchen and Market grocery and café stores, since April 2023. She previously served in various roles for Foxtrot as the Chief Executive Officer from April 2023 to February 2024 and as President and Chief Financial Officer from June 2022 to April 2023. Prior to her service at Foxtrot, Ms. Williams served as the Chief Executive Officer of Hart House, LLC from July 2021 to June 2022. From June 2020 to May 2021, Ms. Williams was the Chief Executive Officer of Drybar Holdings, LLC, an owner of hair salons providing blowouts and hair styling products and accessories. Previously, Ms. Williams was President of Taco Bell International from January 2018 to January 2020, Chief Financial Officer of Taco Bell Corp. from October 2013 to January 2018, and Vice President, Financial Planning & Analysis of Taco Bell Corp. from February 2011 to October 2013. Ms. Williams currently serves on the board of directors and audit committee of Stitch Fix, Inc. (Nasdaq: SFIX). Ms. Williams earned a B.A. degree in Business Administration from University of Texas in Austin and an MBA from the Kellogg School of Management at Northwestern University. We believe Ms. Williams is qualified to serve on our board of directors because of her experience leading global businesses and service on other public company boards, which we believe brings important insight and guidance to our board of directors regarding its responsibilities as a public company, as well as best practices in corporate governance.
Compensation Committee
| • | reviewing annually the form and amount of compensation of directors for service on the board of directors and its committees and recommending changes in compensation to the board of directors as appropriate; |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION
Director Compensation Table
Director Compensation Table The following table sets forth information regarding compensation earned by or paid to our directors for the fiscal year ended December 31, 2023, other than Tim Vanderhook, our Chief Executive Officer and Chairman, and Chris Vanderhook, our Chief Operating Officer, who are also members of our board of directors but did not receive any additional compensation for service as a director. The compensation of Tim Vanderhook and Chris Vanderhook as named executive officers is set forth below under “Executive Compensation-Summary Compensation Table.”
Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | Total ($) | | Max Valdes | 71,250 | 150,000 | 221,250 | | Elizabeth Williams | 59,231 | 150,000 | 209,231 | | Vivian W. Yang | 72,019 | 150,000 | 222,019 |
Director Compensation Table
| (1) The amounts reported in this column consists the annual cash retainers paid to each non-employee director set forth below under “—Non Employee Director Compensation Policy”, taking into account the amendments to the annual cash retainers payable under our Non-Employee Director Compensation Policy which were approved by our board of directors effective July 1, 2023. |
Director Compensation Table
| (2) The amount reported in this column represents the aggregate grant date fair value of restricted stock unit (“RSU”) awards granted to our non employee directors during the fiscal year ended December 31, 2023 under the Viant Technology Inc. 2021 Long-Term Incentive Plan (our “2021 Plan”), computed in accordance with Financial Accounting Standard Board (“FASB”) Accounting Standards Codification, Topic 718 (“ASC Topic 718”). The assumptions used in calculating the grant date fair value of these equity awards reported in this column are set forth in Note 9 to our audited consolidated financial statements included in our 2023 Annual Report. This amount does not reflect the actual economic value that may be realized by the director. The number of RSUs outstanding for each non-employee director as of December 31, 2023 consisted of: Max Valdes (34,895), Elizabeth Williams (34,895) and Vivian Yang (37,895). |
Non-Employee Director Compensation Policy
Non-Employee Director Compensation Policy We only pay our non-employee directors for their services as directors. Directors who are also officers or employees of Viant are not eligible to receive any of the compensation described below. The compensation paid to our non-employee directors during 2023 was determined using benchmark data from our peer companies provided by our Compensation Committee’s independent compensation consultant, Alpine Rewards, LLC. In May 2022, our board of directors adopted a Non-Employee Director Compensation Policy (effective as of May 17, 2022), which provides for compensation terms for service on our board of directors and the committees thereof by our non-employee directors. Effective as of July 1, 2023, our board of directors amended and restated the Non-Employee Director Compensation Policy, which provides for the following compensation terms:
Non-Employee Director Compensation Policy
| • | an annual cash retainer of $50,000; |
Non-Employee Director Compensation Policy
| • | an additional annual cash retainer of $20,000, $15,000 and $10,000 for service as chair of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, respectively; |
Non-Employee Director Compensation Policy
| • | an additional annual cash retainer of $10,000, $7,500 and $5,000 for service as a member (other than as chair) of our Audit Committee, Compensation Committee and Nominating and Corporate Governance Committee, respectively; |
Non-Employee Director Compensation Policy
| • | an initial grant of RSUs having a grant date fair value of $150,000 on the date of each such non-employee director’s appointment to our board of directors, vesting over a three-year period, with one-third (1/3) of the grant vesting on each of the first, second and third anniversaries of the date of appointment, subject to the non-employee director’s continuous service through such vesting date; |
Non-Employee Director Compensation Policy
| • | an additional initial grant of RSUs for any non-employee director who was initially appointed to our board of directors on any date other than the date of an annual meeting of Viant’s stockholders on the date of such non-employee director’s appointment, which shall have a grant date fair value of $150,000 prorated for the number of days remaining between the non-employee director’s appointment date and the date of the next |
Non-Employee Director Compensation Policy
annual meeting of Viant’s stockholders (or if such meeting has not yet been scheduled, the date of the first anniversary of the last annual meeting of Viant’s stockholders), and vesting in full on the date of the next annual meeting of Viant’s stockholders. subject to the non-employee director’s continuous service through such vesting date; and
Non-Employee Director Compensation Policy
| • | an annual grant of RSUs having a grant date fair value of $150,000 on the date of Viant’s annual meeting of stockholders, vesting in full on the earlier of (i) the date of the following year’s annual meeting or (ii) the first anniversary of the date of grant, subject to the non-employee director’s continuous service through such vesting date. |
Non-Employee Director Compensation Policy
Each such equity award will accelerate and vest in full upon a change in control of the Company (as defined in our 2021 Plan). We have reimbursed and will continue to reimburse all of our non-employee directors for their reasonable out-of-pocket costs and expenses incurred in attending board meetings. PROPOSAL ONE:
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS Our board of directors currently consists of five members and is divided into three classes. In accordance with our amended and restated certificate of incorporation and amended and restated bylaws, the number of directors on our board of directors will be determined from time to time by our board of directors but shall not be less than three persons nor more than eleven persons. Each class consists, as nearly equal in number as possible, of one-third of the total number of directors, and each class has a staggered three-year term. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election until the third annual meeting following the election and until his or her successor is duly elected and qualified, or until his or her earlier death, resignation or removal. Our directors are divided into the three classes as follows:
ELECTION OF DIRECTORS
| • | the Class III directors are Tim Vanderhook and Vivian Yang, whose terms will expire at the upcoming Annual Meeting; |
ELECTION OF DIRECTORS
| • | the Class I director is Max Valdes, whose term will expire at the annual meeting of stockholders to be held in 2025; and |
ELECTION OF DIRECTORS
| • | the Class II directors are Chris Vanderhook and Elizabeth Williams, whose terms will expire at the annual meeting of stockholders to be held in 2026. |
ELECTION OF DIRECTORS
Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly equal in number as possible, each class will consist of one-third of the directors. Vacancies and newly created directorships on the board of directors may be filled at any time by a majority of the remaining directors then in office or a majority of our stockholders, provided that, after the Vanderhook Parties cease to beneficially own a majority of the combined voting power of our common stock (the “Triggering Event”), board vacancies, whether resulting from an increase in the number of directors or the death, removal or resignation of a director, may be filled only by our board of directors and not by stockholders. A director elected by the board of directors (or, prior to the Triggering Event, our stockholders) to fill a vacancy in a class, including vacancies created by an increase in the number of directors, shall serve for the remainder of the full term of that class and until the director’s successor is duly elected and qualified. The division of our board of directors into three classes with staggered three-year terms may delay or prevent a change of our management or a change in control of Viant. Mr. Tim Vanderhook and Ms. Vivian Yang are currently members of our board of directors, and, at the recommendation of our Nominating and Corporate Governance Committee, have been nominated for reelection to serve as Class III directors. Ms. Yang was identified to serve on our board of directors through network connections. Mr. Vanderhook and Ms. Yang have agreed to stand for reelection at the Annual Meeting. Our management has no reason to believe that either Mr. Tim Vanderhook and Ms. Yang will be unable to serve. If elected at the Annual Meeting, Mr. Tim Vanderhook and Ms. Yang would serve until the annual meeting of stockholders to be held in 2027 and until their successors have been duly elected and qualified, or until their earlier death, resignation or removal. Directors are elected by a plurality of the votes cast on the election of directors. Accordingly, the nominees receiving the highest number of “FOR” votes will be elected. Shares represented by executed proxies will be voted, if authority to do so is not withheld, for the election of the nominees named above. If Mr. Tim Vanderhook and Ms. Vivian Yang become unavailable for election as a result of an unexpected occurrence, shares that would have been voted for Mr. Vanderhook and Ms. Yang may instead be voted for the election of substitute nominees proposed by our board of directors, or our board of directors may choose to reduce its size. OUR BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF THE CLASS III DIRECTOR NOMINEES NAMED ABOVE. PROPOSAL TWO:
EXECUTIVE COMPENSATION
| • | attract, incentivize, and retain employees at the executive level who contribute to our long-term success; |
EXECUTIVE COMPENSATION
| • | effectively align our executives’ interests with those of our stockholders by focusing on long-term equity incentives that correlate with the creation of long-term value for our stockholders. |
Summary Compensation Table
Summary Compensation Table The following table presents all of the compensation awarded to, earned by or paid to our named executive officers for the fiscal years ended December 31, 2023 and 2022.
Summary Compensation Table
| Name and Principal Position | Year | Base Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non- Equity Incentive Plan Compensation ($)(5) | Total ($) | | Tim Vanderhook Chief Executive Officer and Chairman | 2023 | 700,000 | — | 800,000 | 1,220,000 | 849,690 | 3,569,690 | | | 2022 | 700,000 | — | 1,600,000 | 1,600,000 | — | 3,900,000 | | Chris Vanderhook Chief Operating Officer and Director | 2023 | 700,000 | — | 800,000 | 1,220,000 | 849,690 | 3,569,690 | | | 2022 | 700,000 | — | 1,600,000 | 1,600,000 | — | 3,900,000 | | Larry Madden Chief Financial Officer | 2023 | 645,840 | — | 500,000 | 500,000 | 242,769 | 1,888,609 | | | 2022 | 738,986(4) | 60,000 | 1,000,000 | 1,000,000 | — | 2,798,986 |
Summary Compensation Table
| (1) For 2022, the amount reported in this column represents a discretionary bonus paid to Mr. Madden. The threshold levels of performance for cash bonuses under the Viant Technology Inc. Annual Incentive Plan (the “Annual Incentive Plan”) for 2022 were not achieved and our board of directors determined to grant Mr. Madden a discretionary bonus in the amount of $60,000 for 2022. |
Summary Compensation Table
| (2) The amount reported in this column represents the aggregate grant date fair value of RSU awards granted to our named executive officers during the fiscal year ended December 31, 2023 under our 2021 Plan, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of these equity awards reported in this column are set forth in Note 9 to our audited consolidated financial statements included in our 2023 Annual Report. This amount does not reflect the actual economic value that may be realized by our named executive officers. |
Summary Compensation Table
| (3) The amount reported in this column represents the aggregate grant date fair value of option awards granted to our named executive officers during the fiscal year ended December 31, 2023 under our 2021 Plan, computed in accordance with ASC Topic 718. The assumptions used in calculating the grant date fair value of these equity awards reported in this column are set forth in Note 9 to our audited consolidated financial statements included in our 2023 Annual Report. This amount does not reflect the actual economic value that may be realized by our named executive officers. |
Summary Compensation Table
| (4) Includes $93,146 for a one-time payout of accrued vacation paid in 2022. |
Summary Compensation Table
| (5) The amount reported in this column reflects the amount earned by each executive under the Annual Incentive Plan for 2023. See the narrative below under “—Annual Bonuses and Non-Equity Incentive Plan Compensation” for additional detail. |
Outstanding Equity Awards as of December 31, 2023
Outstanding Equity Awards as of December 31, 2023 The following table sets forth certain information about outstanding equity awards granted to our named executive officers that remain outstanding as of December 31, 2023.
Outstanding Equity Awards as of December 31, 2023
| | | Option Awards | | | | Stock Awards | | | Name | Grant Date(1) | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock that Have Not Vested (#) | Market Value of Shares or Units of Stock that Have Not Vested ($)(7) | | Tim Vanderhook | 3/7/2023 | — | 381,632(2) | 4.44 | 3/7/2033 | — | — | | | 3/7/2023 | — | — | — | — | 180,180(3) | 1,241,440 | | | 3/15/2022 | 206,855 | 265,958(4) | 6.00 | 3/15/2032 | — | — | | | 3/15/2022 | — | — | — | — | 200,001(5) | 1,378,007 | | Chris Vanderhook | 3/7/2023 | — | 381,632(2) | 4.44 | 3/7/2033 | — | — | | | 3/7/2023 | — | — | — | — | 180,180(3) | 1,241,440 | | | 3/15/2022 | 206,855 | 265,958 (4) | 6.00 | 3/15/2032 | — | — | | | 3/15/2022 | — | — | — | — | 200,001(5) | 1,378,007 | | Larry Madden | 3/7/2023 | — | 156,406(2) | 4.44 | 3/7/2033 | — | — | | | 3/7/2023 | — | — | — | — | 112,613(3) | 775,904 | | | 3/15/2022 | 129,284 | 166,224(4) | 6.00 | 3/15/2032 | — | — | | | 3/15/2022 | — | — | — | — | 125,001(5) | 861,257 | | | 2/9/2021 | — | — | — | — | 47,807(6) | 329,390 |
Outstanding Equity Awards as of December 31, 2023
| (1) All equity awards listed in this table were granted pursuant to our 2021 Plan. |
Outstanding Equity Awards as of December 31, 2023
| (2) Represents nonqualified stock options for which 50% of the underlying shares vesting on the first anniversary of March 10, 2023 and 12.5% will become vested quarterly thereafter until fully vested, subject to each officer’s continued service to Viant on each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2023
| (3) Represents restricted stock units, with 50% of the award vesting on each anniversary of March 10, 2023 until fully vested, subject to each officer’s continued service to Viant on each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2023
| (4) Represents nonqualified stock options for which 25% of the underlying shares vested on March 10, 2023 and 6.25% will become vested quarterly thereafter until fully vested, subject to each officer’s continued service to Viant on each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2023
| (5) Represents restricted stock units, with 25% of the award vesting on each anniversary of March 10, 2022 until fully vested, subject to each officer’s continued service to Viant on each applicable vesting date. |
Outstanding Equity Awards as of December 31, 2023
| (6) Represents restricted stock units that vest quarterly on each March 10, June 10, September 10 and December 10 through September 10, 2024, in each case subject to Mr. Madden’s continued employment through the applicable vesting date. |
Outstanding Equity Awards as of December 31, 2023
| (7) Market value was calculated using the closing price of our Class A common stock as reported on the Nasdaq Global Select Market on December 29, 2023, the last trading day in the 2023 fiscal year, which was $6.89. |