DEF 14A of PubMatic, Inc.
Filed Apr 15, 2026 · FY20250001140361-26-014825
Submitted by the Audit Committee
| • | evaluating and providing input for non-employee director compensation arrangements for determination by the Board of Directors; |
Submitted by the Audit Committee
| • | overseeing our compliance with regulatory requirements associated with the compensation of directors, officers, and employees. |
Submitted by the Audit Committee
| • | review and assess PubMatic’s executive compensation peer group for continued suitability; |
Submitted by the Audit Committee
| • | provide compensation-related data for a peer group of companies to serve as a basis for assessing competitive compensation practices; |
Annual Cash Compensation
choose to receive cash fees in the form of deferred stock units may elect to have such deferred stock units settle on (1) the earliest to occur of (i) the third anniversary of the annual stockholders meeting for the year in which such fees are payable, (ii) the date of a change of control, or (iii) the date of such non-employee director’s separation from service, or (2) the earliest to occur of (i) the date of a change of control or (ii) the date of such non-employee director’s separation from service.
Annual Equity Compensation
Annual Equity Compensation Each non-employee director will be entitled to an annual equity award with an aggregate value of $185,000 (the “Annual Award”). The Annual Award will be payable in the form of restricted stock units and will vest on the earliest of (a) the date of the next annual meeting of our stockholders, (b) the date that is one year following the grant date, (c) the non-employee director’s death or disability, or (d) the date of a change in control. Non-employee directors may also elect to receive the Annual Award in the form of deferred stock units that settle on the earliest to occur of either (1) (i) the third anniversary of the grant date, (ii) the non-employee director’s death or disability, (iii) the date of a change of control, or (iv) the date of such non-employee director’s separation from service, or (2) (i) the non-employee director’s death or disability, (iii) the date of a change of control, or (iv) the date of such non-employee director’s separation from service. Non-employee directors are also reimbursed for reasonable expenses incurred in serving as a director, including travel expenses for attending meetings of our Board of Directors. The following table sets forth the compensation earned by or paid to our non-employee directors for services provided during the fiscal year ended December 31, 2025. Our Chief Executive Officer, Rajeev K. Goel, and our Chief Innovation Officer, Amar K. Goel, are also members of our Board of Directors, but they do not receive additional compensation for their service as directors pursuant to the terms of our non-employee director compensation policy.
Annual Equity Compensation
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3)(4) | Option Awards ($) | Total ($) | | Susan Daimler | 62,500 | 185,000 | $— | 247,500 | | Shelagh Glaser | 61,170 | 185,000 | $— | 246,170 | | Anton Hanebrink | 55,000 | 185,000 | $— | 240,000 | | Ramon Jones | 60,833 | 185,000 | $— | 245,833 | | Nick Mehta | 60,000 | 185,000 | $— | 245,000 | | Jacob Shulman | 61,330 | 185,000 | $— | 246,330 |
Annual Equity Compensation
| (1) The amounts reported in this column represent the amount of cash fees earned by each of our directors during the fiscal year ended December 31, 2025. For the fiscal year ended December 31, 2025, Shelagh Glaser, Anton Hanebrink, Nick Mehta, and Ramon Jones each elected to receive cash fees earned in the form of deferred share units (DSUs), which will be awarded following our 2026 Annual Stockholders’ Meeting on May 29, 2026. |
Annual Equity Compensation
| (2) The amounts reported in this column represent the aggregate grant date fair value of the stock awards granted to our directors during the year ended December 31, 2025, as computed in accordance with Financial Accounting Standards Board Accounting Standards Codification (FASB ASC) Topic 718. The amounts reported in this column reflect the accounting cost for these stock awards, and do not correspond to the actual economic value that may be received by our directors. |
Annual Equity Compensation
| (3) Equity awards for non-employee directors are payable in the form of restricted stock units (“RSU”), with each RSU being entitled to receive one share of our Class A common stock at the time of vesting for no consideration. |
Annual Equity Compensation
| (4) As of December 31, 2025, Ms. Daimler, Ms. Glaser, Mr. Hanebrink, Mr. Mehta, Mr. Jones, and Mr. Shulman each held unvested RSUs covering 15,811 shares of our Class A common stock, respectively. None of our non-employee directors held stock options as of such date. |
Annual Equity Compensation
| PubMatic, Inc. | 20 | 2026 Proxy Statement |
Annual Equity Compensation
Security Ownership of Certain Beneficial Owners and Management The following table sets forth information with respect to the beneficial ownership of our common stock as of April 1, 2026, for:
Annual Equity Compensation
| • | each of our directors; |
Annual Equity Compensation
| • | each of our named executive officers; |
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| • | all of our current directors and executive officers as a group; |
Annual Equity Compensation
| • | each person, or group of affiliated persons, known by us to be the beneficial owner of more than 5% of our outstanding shares of Class A common stock or Class B common stock. |
Annual Equity Compensation
We have determined beneficial ownership in accordance with the rules of the SEC, and thus it represents sole or shared voting or investment power with respect to our securities, and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise indicated below, to our knowledge, the persons and entities named in the table have sole voting and sole investment power with respect to all shares that they beneficially owned, subject to community property laws where applicable. We have based our calculation of the percentage of beneficial ownership on 38,411,753 shares of Class A common stock and 8,262,574 shares of Class B common stock outstanding on April 1, 2026. We have deemed all shares of common stock subject to options that are currently exercisable or that will become exercisable within 60 days of April 1, 2026 to be outstanding and to be beneficially owned by the person or entity holding the option for the purpose of computing the percentage ownership of that person or entity but have not treated them as outstanding for the purpose of computing the percentage ownership of any other person or entity.
Annual Equity Compensation
| PubMatic, Inc. | 21 | 2026 Proxy Statement |
Annual Equity Compensation
Unless otherwise indicated, the address of each beneficial owner listed in the table below is c/o PubMatic, Inc., 601 Marshall St., Redwood City, California 94063.
Annual Equity Compensation
| | Shares Beneficially Owned | | | | | | | Class A | | Class B | | % of Total Voting Power† | | Name of Beneficial Owner | Shares | | Shares | | | | Directors and Executive Officers: | | | | | | | Rajeev K. Goel(1) | 1,265,863 | 3.2% | 3,916,230 | 39.9% | 29.3% | | Amar K. Goel(2) | 457,298 | 1.2% | 4,460,956 | 52.5% | 36.4% | | Steven Pantelick(3) | 449,005 | 1.2% | 948,610 | 10.9% | 7.9% | | Mukul Kumar(4) | 276,380 | * | 442,600 | 5.2% | 3.8% | | Paulina Klimenko(5) | 329,086 | * | — | — | | | Andrew Woods (6) | 187,355 | * | — | — | * | | Susan Daimler(7) | 46,156 | * | 3,000 | * | * | | Shelagh Glaser(8) | 45,760 | * | — | — | * | | Anton Hanebrink(9) | 33,833 | * | — | — | * | | Ramon Jones(10) | 28,524 | * | — | — | * | | Nick Mehta(11) | 33,833 | * | — | — | * | | Jacob Shulman(12) | 42,294 | * | — | — | * | | All executive officers and directors as a group (12 persons)(13) | 3,195,387 | 7.8% | 9,771,396 | 90.7% | 67.8% | | 5% Stockholders: | | | | | | | Black Rock, Inc.(14) | 2,708,504 | 7.1% | — | — | 2.2% | | Graham Holdings Company(15) | 2,831,462 | 7.4% | — | — | 2.3% |
Annual Equity Compensation
| * Represents beneficial ownership of less than one percent. |
Annual Equity Compensation
| † Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, voting together as a single class. Each share of Class A common stock is entitled to one vote per share and each share of Class B common stock is entitled to ten votes per share. |
Annual Equity Compensation
| (1) Consists of (i) 97,656 shares of Class A common stock held by Mr. Goel, (ii) 210,984 shares of Class B common stock held by Mr. Goel, (iii) 483,784 shares of Class B common stock held by The Goel Family Trust, of which Mr. Goel is a beneficiary, (iv) 581,260 shares of Class B common stock held by Mr. Goel, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act, (v) 400,000 shares of Class B common stock held by The Goel Heritage Trust, of which Mr. Goel’s children are beneficiaries, (vi) 68,616 shares of Class B common stock held by The Goel Family Gift Trust, of which family members of Mr. Goel and certain other individuals are beneficiaries, (vii) 308,775 shares of Class B common stock held by a trust, of which a child of Mr. Goel is a beneficiary, (viii) 308,775 shares of Class B common stock held by a trust, of which a child of Mr. Goel is a beneficiary, (ix) 1,168,207 shares of Class A common stock subject to options held by Mr. Goel that are exercisable within 60 days of April 1, 2026, and (x) 1,554,036 shares of Class B common stock subject to options held by Mr. Goel that are exercisable within 60 days of April 1, 2026. |
Annual Equity Compensation
| (2) Consists of (i) 30,594 shares of Class A common stock held by Mr. Goel, (ii) 755,314 shares of Class B common stock held by the Marais Irrevocable Trust, of which Mr. Goel’s spouse is a beneficiary, (iii) 755,584 shares of Class B common stock held by the Tuscan Irrevocable Trust, of which Mr. Goel is a beneficiary, (iv) 524,162 shares of Class B common stock held by the RAJN Trust-A, of which a child of Mr. Goel is a beneficiary, (v) 524,247 shares of Class B common stock held by the RAJN Trust-N, of which a child of Mr. Goel is a beneficiary, (vi) 1,231,585 shares of Class B common stock held by the Birchwood Trust, of which Mr. Goel and his spouse are the beneficiaries, (vii) 443,414 shares of Class B common stock held by Mr. Goel, as custodian for the benefit of his children under the California Uniform Transfers to Minors Act, (viii) 426,704 shares of Class A common stock subject to options held by Mr. Goel that are exercisable within 60 days of April 1, 2026 and (ix) 226,650 shares of Class B common stock subject to options held by Mr. Goel that are exercisable within 60 days of April 1, 2026. |
Annual Equity Compensation
| (3) Consists of (i) 74,348 shares of Class A common stock held by Mr. Pantelick, (ii) 297,488 shares of Class B common stock held by Mr. Pantelick, (iii) 73,464 shares of Class B common stock held by Mr. Pantelick's spouse, (iv) 115,000 shares of Class B Common Stock held by SMP DE LLC, a limited liability company in which Mr. Pantelick’s spouse and children are beneficiaries; (v) 41,536 shares of Class B Common Stock held by PSLT DE LLC, a limited liability company in which Mr. Pantelick and his children are beneficiaries; (vi) 374,657 shares |
Annual Equity Compensation
| PubMatic, Inc. | 22 | 2026 Proxy Statement |
Annual Equity Compensation
of Class A common stock subject to options held by Mr. Pantelick that are exercisable within 60 days of April 1, 2026 and (vii) 421,122 shares of Class B common stock subject to options held by Mr. Pantelick that are exercisable within 60 days of April 1, 2026.
Annual Equity Compensation
| (4) Consists of (i) 107,315 shares of Class A common stock held by Mr. Kumar, (ii) 135,600 shares of Class B common stock held by Mr. Kumar, (iii) 169,065 shares of Class A common stock subject to options held by Mr. Kumar that are exercisable within 60 days of April 1, 2026 and (iv) 307,000 shares of Class B common stock subject to options held by Mr. Kumar that are exercisable within 60 days of April 1, 2026. |
Annual Equity Compensation
| (5) Consists of (i) 85,311 shares of Class A common stock held by Ms. Klimenko and (ii) 243,775 shares of Class A common stock subject to options held by Ms. Klimenko that are exercisable within 60 days of April 1, 2026. |
Annual Equity Compensation
| (6) Consists of (i) 75,592 shares of Class A common stock held by Mr. Woods and (ii) 111,763 shares of Class A common stock subject to options held by Mr. Woods that are exercisable within 60 days of April 1, 2026. |
Annual Equity Compensation
| (7) Consists of (i) 9,971 shares of Class A common stock held by Ms. Daimler, (ii) 1,500 shares of Class B common stock held by Ms. Daimler, (iii) 1,500 shares of Class B common stock held by Ms. Daimler’s spouse and (iv) 36,185 shares of Class A common stock issuable upon the settlement of restricted stock units held by Ms. Daimler that will be vested within 60 days of April 1, 2026. |
Annual Equity Compensation
| (8) Consists of (i) 8,065 shares of Class A common stock held by Ms. Glaser and (ii) 37,695 shares of Class A common stock issuable upon the settlement of restricted stock units held by Ms. Glaser that will be vested within 60 days of April 1, 2026. |
Annual Equity Compensation
| (9) Consists of (i) 9,575 shares of Class A common stock held by Mr. Hanebrink and (ii) 24,528 shares of Class A common stock issuable upon the settlement of restricted stock units held by Mr. Hanebrink that will be vested within 60 days of April 1, 2026. |
Annual Equity Compensation
| (10) Consists of (i) 4,266 shares of Class A common stock held by Mr. Jones and (ii) 24,258 shares of Class A common stock issuable upon the settlement of restricted stock units held by Mr. Jones that will be vested within 60 days of April 1, 2026. |
Annual Equity Compensation
| (11) Consists of (i) 18,022 shares of Class A common stock held by Mr. Mehta and (ii) 15,811 shares of Class A common stock issuable upon the settlement of restricted stock units held by Mr. Mehta that will be vested within 60 days of April 1, 2026. |
Annual Equity Compensation
| (12) Consists of (i) 8,065 shares of Class A common stock held by Mr. Shulman and (ii) 34,229 shares of Class A common stock issuable upon the settlement of restricted stock units held by Mr. Shulman that will be vested within 60 days of April 1, 2026. |
Annual Equity Compensation
| (13) Consists of (i) 528,780 shares of Class A common stock, (ii) 7,262,588 shares of Class B common stock, (iii) 2,494,171 shares of Class A common stock subject to options held by executive officers and directors as a group that are exercisable within 60 days of April 1, 2026, (iv) 2,508,808 shares of Class B common stock subject to options held by executive officers and directors as a group that are exercisable within 60 days of April 1, 2026 and (v) 172,436 shares of Class A common stock issuable upon the settlement of restricted stock units held by executive officers and directors as a group that will be vested within 60 days of April 1, 2026. |
Annual Equity Compensation
| (14) Based solely on information reported by Black Rock, Inc. on a Schedule 13G/A filed with the SEC on January 21, 2026. The Schedule 13G/A reports that 2,708,504 shares of Class A common stock are beneficially owned by Black Rock, Inc., with sole voting power over 2,669,844 shares and sole dispositive power over 2,708,504 shares. The address for Black Rock, Inc. is 50 Hudson Yards, New York, New York 10001. |
Annual Equity Compensation
| (15) Based solely on information reported by Graham Holdings Company on a Schedule 13G/A filed with the SEC on May 14, 2025. The Schedule 13G reports that 2,831,462 shares of Class A common stock are beneficially owned by Graham Holdings Company, with sole voting and dispositive power over 2,831,462 shares. The address for Graham Holdings Company is 1300 North 17th Street, Suite 1700, Arlington, Virginia 22209. |
Annual Equity Compensation
| PubMatic, Inc. | 23 | 2026 Proxy Statement |
Annual Equity Compensation
Executive Officers The following table provides information regarding our executive officers as of March 31, 2026. Our Board of Directors appoints our executive officers, who then serve at the discretion of our Board of Directors.
Annual Equity Compensation
| Name | Age | Position | | Rajeev K. Goel | 48 | Chief Executive Officer, Director | | Amar K. Goel | 49 | Chief Innovation Officer, Chairman, Director | | Steven Pantelick | 63 | Chief Financial Officer | | Mukul Kumar | 54 | President of Engineering | | Paulina Klimenko | 51 | Chief Growth Officer | | Andrew Woods | 42 | General Counsel and Corporate Secretary |
Annual Equity Compensation
For biographical information regarding Rajeev K. Goel and Amar K. Goel, please refer to “Board of Directors and Corporate Governance” above. Steven Pantelick has served as our Chief Financial Officer since 2011. Before joining us, Mr. Pantelick served as the Chief Financial Officer of Aggregate Knowledge Inc., a data management platform company, from 2007 to 2010; the Chief Financial Officer and Vice President of Operations of Kodak Gallery (formerly known as Ofoto Inc.), a technology company focused on imaging solutions and services for consumers, from 2004 to 2007; and as the Chief Financial Officer of SkyPilot Network, a broadband wireless equipment and networking company, from 2002 to 2003. From 1997 to 2001, Mr. Pantelick served in several roles at Blockbuster Inc., a movie and game rental entertainment company, including as Chief Operating Officer of the New Media division, Senior Vice President of U.S. Financial Operations, and Vice President of Worldwide Planning. Prior to Blockbuster, Mr. Pantelick spent seven years with Cadbury Schweppes plc in a variety of finance roles in the United States and Europe. Mr. Pantelick holds an A.B. from Harvard University and an M.B.A. from the Tuck School of Business at Dartmouth. Mr. Pantelick brings to his role deep expertise in financial reporting and audit oversight; experience supporting initial public offerings, secondary offerings, and capital markets transactions; and a track record of managing financial operations and M&A integration through major technology company transformations. Mukul Kumar is one of our co-founders and serves as our President, Engineering, a position he has held since March 2019. Prior to being appointed as President, Engineering, Mr. Kumar held various roles with our Company including Senior Vice President of Engineering from April 2010 until March 2019, Vice President of Engineering and Founding Engineer from 2007 until 2010, and Director and Founding Engineer from 2006 until 2007. Before co-founding our company, Mr. Kumar served as the Director of Engineering at PANTA Systems, Inc., a high-performance computing company, from 2005 to 2006; and Director of Engineering at Veritas (India) Limited, a storage solutions company, from 1997 to 2005. Mr. Kumar holds a B. Tech. in Electrical Engineering from the Indian Institute of Technology, Kharagpur. Mr. Kumar brings hands-on experience and expertise building artificial intelligence and machine learning capabilities in programmatic advertising and auction dynamics; scaling cloud architecture and high-volume, real-time data processing systems; and nearly two decades of product development and technology innovation in the AdTech ecosystem as a co-founder of PubMatic. Paulina Klimenko has served as our Chief Growth Officer since February 2021. Prior to her appointment as Chief Growth Officer, Ms. Klimenko held several positions with our Company including Senior Vice President, Business and Corporate Development and General Manager of Mobile from May 2018 to February 2021, Senior Vice President, Business and Corporate Development from March 2015 until May 2018, and Vice President of Business and Corporate Development from August 2011 to March 2015. Prior to joining us, she served as Director, Strategy and Business Operations for eBay, a consumer-to-consumer ecommerce platform, from August 2010 to July 2011; as Director, Strategy and Business Development for PayPal, Inc., an electronic payment systems company, from April 2008 to July 2010; and as Head of Business Development of Bluelithium, an online advertising network owned and operated by Yahoo! Inc., from October 2007 to April 2008. Ms. Klimenko holds a B.S. and M.S. in Finance and International Relations from the Finance Academy of Moscow and an M.B.A. from the University of Michigan Ross School of Business. Ms. Klimenko brings to her role expertise in digital advertising and the AdTech ecosystem; experience with digital marketplace and platform business models across advertising, e-commerce, and payments; and a proven record of executing strategic corporate development and international market expansion initiatives.
Annual Equity Compensation
| PubMatic, Inc. | 24 | 2026 Proxy Statement |
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Andrew Woods has served as our General Counsel and Corporate Secretary since August 2022. As General Counsel, he oversees the Company’s risk management program, global privacy, corporate, commercial, intellectual property and legal affairs. Prior to joining us, he served as Director & Associate General Counsel at Twitter from March 2015 to August 2022; as Corporate Counsel at demand-side platform Turn, Inc. from November 2013 to March 2015; as General Counsel and co-founder at Skill-in-Games, a data analytics firm from April 2012 to June 2013; and as an associate at a boutique law firm where he focused on transnational litigation from September 2008 to October 2011. Before practicing law, Andrew served as a teaching fellow in the Economics Department at Harvard College. Andrew holds a J.D. from Harvard University and obtained his bachelor’s degree in History from the University of California, Los Angeles. In his role as General Counsel and Corporate Secretary, Mr. Woods provides expertise in data privacy and regulatory compliance, including navigating GDPR, CCPA, and the evolving digital advertising regulatory landscape; extensive experience in AdTech-specific commercial and intellectual property matters; and a record of building legal infrastructure to support rapid technology company growth and transformation.
Annual Equity Compensation
| PubMatic, Inc. | 25 | 2026 Proxy Statement |
Annual Equity Compensation
EXECUTIVE COMPENSATION Compensation Discussion and Analysis This Compensation Discussion and Analysis describes the compensation program for our Named Executive Officers (“NEOs”). During the fiscal year ended December 31, 2025, our NEOs were:
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| • | Rajeev K. Goel, our Chief Executive Officer (“CEO”); |
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| • | Amar K. Goel, our Chief Innovation Officer; |
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| • | Steven Pantelick, our Chief Financial Officer (“CFO”); |
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| • | Mukul Kumar, our President of Engineering; and |
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| • | Paulina Klimenko, our Chief Growth Officer. |
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Our Compensation Committee operates under a formal written charter and has the sole authority and responsibility to review and approve the compensation package of our NEOs. Our Compensation Committee also considers the design and effectiveness of the compensation program for our other executives and approves the final compensation package, employment agreements, and incentive grants for our executives. Our Compensation Committee is composed entirely of independent directors who have never served as officers of the Company. Executive Summary 2025 at PubMatic 2025 was a pivotal and transformational year for PubMatic. We made decisive moves to reposition the business for renewed, profitable growth — and by the fourth quarter, the momentum was evident. At the heart of this transformation was our increased utilization and leveraging of artificial intelligence. In 2025, PubMatic made landmark advances in artificial intelligence – including the launch of AgenticOS, PubMatic’s operating system for orchestrating autonomous, agent-to-agent advertising campaigns across premium digital environments. More than 250 agentic deals had been transacted on our platform by the end of February, 2026, and we delivered the industry’s first fully autonomous, end-to-end agentic campaign — achieving more than 5x cost efficiencies in the process. We added 50 new demand-side platform partners in 2025, diversifying our buyer base and reducing concentration risk, with ad spend from performance-based and mid-market DSPs growing 30% year-over-year in the fourth quarter. In 2026, our priorities are clear: scale AgenticOS and our AI leadership, deepen DSP diversification, expand our omnichannel footprint, and deliver the sustained, profitable growth our stockholders expect. FINANCIAL PERFORMANCE
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| 2025 REVENUE | 2025 GROSS PROFIT | CASH & MARKETABLE SECURITIES | | $282.9M | $179.8M | $145.5M & No Debt | | ▼ 3% vs. 2024; ▲ 6% vs. 2023 | 64% margin (vs. 65% in 2024) | ▲ 4% vs. 2024 |
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OPERATING HIGHLIGHTS
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| UNDERLYING GROWTH | IMPRESSIONS PROCESSED | SHARE REPURCHASES | | ~9% year-over-year | 337T | $181.1M since 2023 | | Excluding referenced DSP and political, 18% YoY growth in Q4 and 9% growth in 2025 | ▲ 28% year-over-year; cost per million impressions ▼ 20% | 12.4M Class A shares repurchased | | CTV REVENUE GROWTH | OMNICHANNEL VIDEO | EMERGING REVENUES | | >50% year-over-year | 39% of total revenue | ~10% of total revenue and nearly doubled year-over-year |
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| PubMatic, Inc. | 26 | 2026 Proxy Statement |
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| Connected television growth excluding political advertising | ▲ 17% year-over-year excluding political advertising | Includes Activate, Commerce Media, Connect, and AI solutions | | AI: ENGINEERING CODE | AI: FINANCIAL OPS EFFICIENCY | NEW DSP INTEGRATIONS | | >40% in 2H 2025 | >35% efficiency gains | 50 new integrations | | New engineering code generated with AI assistance | Automation-driven efficiency gains in financial operations | Focusing on mid-market, high-growth opportunities |
Annual Equity Compensation
Executive Compensation Philosophy Our executive compensation program is guided by our overarching philosophy of paying for performance. We believe our executive compensation program is competitive, reasonable, and appropriately balances the goals of attracting, retaining, motivating, and rewarding our executives with the interests of our stockholders and the performance of our company. Consistent with this philosophy, the aggregate equity compensation awarded to our NEOs as a group has been reduced by over 20% since the fiscal year ending December 31, 2023 as our company’s financial performance and stock price have encountered headwinds over that time period. Our Compensation Committee, in consultation with our Chief Executive Officer, made these reductions to more strongly align NEO compensation with company performance. The primary objectives of our executive compensation program are to:
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| • | attract, retain and motivate talented executives who are critical for our continued growth and success, and |
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| • | align the interests of these executives with those of our stockholders. |
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Consistent with the foregoing, our executive compensation program for 2025 reflected the following:
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| • | “At-risk” compensation focuses executives on achievement of short- and long-term goals. Our executive compensation program is primarily performance-based, rewarding short-term operating results through annual cash bonuses and long-term stockholder returns through equity awards that vest over four years. In 2025, a majority of the target amount of compensation (base salary, target annual cash incentives, and the target value of equity awards) of our CEO and other NEOs was variable (approximately 91% and 84%, respectively), based on financial or stock price performance. |
Annual Equity Compensation
| • | Short-term cash incentives are based on objective, measurable goals to drive the achievement of strong annual performance. Under the 2025 Executive Bonus Plan, which is applicable to all of our NEOs except Paulina Klimenko, and the 2025 Bonus Plan – Chief Growth Officer (the “2025 Klimenko Bonus Plan” and, together with the 2025 Executive Bonus Plan, the “Executive Bonus Plans”), our NEOs were eligible for target bonuses ranging from 65% to 108% of base salary that could be earned based entirely on achievement against semi-annual revenue and adjusted pre-tax net income goals. |
Annual Equity Compensation
| • | Equity awards comprise a majority of executive’s target compensation and align executives with the interests of stockholders. Long-term equity incentives were granted in the form of stock options and restricted stock units (“RSUs”), each subject to service-based vesting requirements. Stock options are inherently performance-based, as executives realize value |
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only if there is stock price appreciation and such appreciation is maintained through the applicable exercise and sale dates, thereby ensuring alignment with stockholders’ interests. RSUs serve to retain and motivate executives during the vesting period, and to further align executives’ interests with those of our stockholders. Positive Pay Practices The Company’s executive compensation program reflects several positive pay governance practices, as follows:
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| What We Do | | | | Grant compensation that is primarily at-risk and variable | | | Subject short-term incentive compensation to measurable and rigorous financial goals | | | Use an independent compensation consultant | | | Provide a significant portion of our NEO’s compensation in equity compensation to align incentives with our shareholders | | | Assess the risk-reward balance of our compensation programs to avoid excessive risk taking | | | Maintain a Clawback Policy for our executive officers that requires recoupment of certain incentive-based compensation in the event we adjust or restate our financial statements | | | Provide competitive compensation that is compared against an industry peer group |
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| What We Don’t Do | | | | Reprice stock options | | | Provide uncapped incentives | | | Provide excessive perquisites | | | Pay tax gross-ups on a change in control | | | Guarantee annual increases in base salary or target bonus | | | Provide “single trigger” change in control payments | | | Provide excessive severance benefits | | | Allow hedging or pledging of our stock by directors or employees |
Annual Equity Compensation
2025 “Say-on-Pay” Advisory Vote on Executive Compensation At our 2025 annual meeting of stockholders, our say-on-pay proposal received support from approximately 95% of the votes cast. Our Compensation Committee reviewed the results of the advisory vote as positive and believes that our stockholders, through this advisory vote, continue to support our compensation philosophy and principles. We intend to provide our stockholders the opportunity annually to cast a non-binding advisory vote on the compensation for our NEOs, consistent with the preferences of our stockholders as reflected in the non-binding advisory vote on the frequency of future say-on-pay votes conducted at our 2022 annual meeting of stockholders. Determining Executive Compensation Independent Consultant; Peer Group and Benchmarking The Compensation Committee has the authority to directly retain the services of independent consultants and other experts to assist in fulfilling its responsibilities. The Compensation Committee has engaged Frederic W. Cook & Co., Inc. (“FW Cook”) to review our executive compensation programs and to assess the elements of our executive officers’ total compensation from a competitive standpoint. In 2025, the Compensation Committee assessed the independence of FW Cook pursuant to SEC rules and the corporate governance rules of the Nasdaq Global Market and concluded that no conflict of interest exists that would prevent FW Cook from independently advising the Compensation Committee. FW Cook assisted the Compensation Committee in defining a peer group of industry-relevant and similarly-sized companies, and in benchmarking our executive compensation program against the peer group.
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The peer group referenced by the Committee when setting 2025 target compensation for executives was developed considering a number of factors, including industry (primarily software companies) and scale and complexity (revenue, earnings and market capitalization), among other factors.
Annual Equity Compensation
| Compensation Peer Group | | | | A10 Networks | Magnite | Shutterstock | | Cerence | Progress Software | Sprout Social | | Commvault Systems | Qualys | TechTarget | | InterDigital | Rapid7 | Viant Technology | | LiveRamp | Repay | |
Annual Equity Compensation
The peer company compensation disclosures and industry specific survey data are one reference point that the Compensation Committee uses to evaluate our executive compensation practices, including the target cash and equity compensation opportunities provided to our executives. While the Compensation Committee believes competitive data is a meaningful input for assessing compensation levels and practices, as discussed further below, a number of criteria are considered and there is no targeted benchmark level of compensation. For 2026, as part of its annual review process, the Compensation Committee worked with FW Cook to review the peer group in July 2025 and determined to remove Commvault Systems, InterDigital, Progress Software, and Qualys due to their larger market capitalizations, and add Digital Turbine, Mitek Systems, OneSpan, PROS Holdings, Rimini Street, Weave Communications, and Yext. These seven additions were identified as size-appropriate peers with industry relevance that better balance the group on key size measures including revenue and market capitalization. Pay Determinations The Compensation Committee does not use a predefined framework to determine executive pay levels and considers various criteria when establishing executive compensation, including the executive’s scope of responsibilities, prior and current period performance, attainment of individual and overall company performance objectives, internal pay equity, and labor market conditions. The importance of each factor and the emphasis placed on specific factors may vary from executive to executive. Generally, our Compensation Committee reviews and sets compensation arrangements for executive officers during the first quarter of each year. During the last quarter of 2024 and the first quarter of 2025, our CEO and Senior Vice President, Human Resources reviewed the performance and compensation of our other NEOs and made recommendations as to their compensation to the Compensation Committee. In making its decisions regarding executive compensation, the Compensation Committee meets outside the presence of executive officers when making final decisions about each executive officer. The CEO is periodically present during portions of these deliberations that relate to the compensation for other executives, but does not participate in discussions regarding his own pay.
Annual Equity Compensation
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Annual Equity Compensation
Elements of Executive Compensation The primary compensation for executives consists of three principal components: base salary, target annual cash incentive bonus, and long-term equity incentives. Each element serves a distinct purpose in supporting the Company’s compensation philosophy, as summarized in the table below.
Annual Equity Compensation
| | Element of Pay | Form of Payment and Mix | Performance & Vesting Period | Performance Criteria | Objectives | | Fixed | Base Salary | | Not applicable | Base salaries are reviewed annually and adjusted based on an assessment of corporate and individual performance and competitive market conditions | • To attract and retain executives by offering salary competitive with market opportunities and taking into account each officer’s qualifications, experience, and contributions | | | Annual Incentive Plan | | Two six-month performance periods, with bonuses paid after year-end | Baseline funding is determined based on revenue achievement vs. target, which is increased or decreased based on adjusted pre-tax net income achievement vs. target | • To motivate and reward the achievement of financial performance objectives | | At-Risk | Long-Term Incentives | 25% Options / 75% RSUs Executives may elect a mix of 25%/75%, 50%/50%, or 75%/25% options/RSUs; all NEOs elected 25%/75% options/RSUs in 2025 | RSUs: Four years (1/16th of shares vesting quarterly) Stock Options: Four years (1/48th of options vesting monthly) | Time-based vesting, with realized value earned based on stock price performance | • To function as an important retention tool • To align executives’ realizable compensation with the creation of stockholder value |
Annual Equity Compensation
Base Salary Base salaries for each executive are set taking into account such officer’s qualifications, experience, and contributions. Base salaries are reviewed annually, and any adjustment is determined based on an assessment of corporate performance, the performance of each executive officer against his or her individual job and functional area’s responsibilities, and competitive market conditions for executive compensation for similar positions. None of our executives are currently party to an employment agreement that provides for automatic or scheduled increases in base salary. For 2025, base salaries were adjusted as follows, reflecting annual merit increases and market-based adjustments:
Annual Equity Compensation
| Name | 2024 Salary | 2025 Salary | | Rajeev K. Goel | $610,000 | $622,000 | | Amar K. Goel | $200,000 | $204,000 | | Steven Pantelick | $526,000 | $537,000 | | Mukul Kumar | $283,000 | $289,000 | | Paulina Klimenko | $432,000 | $441,000 |
Annual Equity Compensation
Annual Cash Incentive Bonuses For 2025, executives were eligible for bonuses under the Executive Bonus Plans, which are formal incentive plans with pre-established goals and weightings, which were designed to reward achievements based upon corporate performance. All of our executives participated in the 2025 Executive Bonus Plan, other than Paulina Klimenko who was the only participant in the 2025 Klimenko Bonus Plan. All payments pursuant to the Executive Bonus Plans are subject to continued employment in good standing
Annual Equity Compensation
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Annual Equity Compensation
through the payment date. The purpose of the Executive Bonus Plans is to reward individuals that contribute to the Company’s success and to align our executives’ short-term compensation opportunity with the Company’s business objectives and performance expectations. For 2025, the Compensation Committee established target bonus opportunities for the NEOs which were expressed as a percentage of their respective base salaries. The table below shows the target annual cash bonus opportunity for each NEO as a percentage of his or her base salary and as a corresponding dollar amount:
Annual Equity Compensation
| Name | 2025 Salary | 2025 Target Bonus (as % of Base Salary) | 2025 Target Bonus as a Dollar Amount | | Rajeev K. Goel | $622,000 | 108% | $672,000 | | Amar K. Goel | $204,000 | 72% | $147,000 | | Steven Pantelick | $537,000 | 70% | $376,000 | | Mukul Kumar | $289,000 | 65% | $188,000 | | Paulina Klimenko | $441,000 | 70% | $309,000 |
Annual Equity Compensation
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Annual Equity Compensation
Per the Executive Bonus Plans, each NEO was eligible to receive a cash bonus for each half of the fiscal year in the event we achieved certain financial goals, with earned bonuses paid after the end of the fiscal year. Annual bonus funding is determined via a two-step process:
Annual Equity Compensation
| 1. | Baseline funding for the semi-annual period is determined using the square function of actual revenue achievement as a percent of the target goal (e.g., achievement of 110% of goal results in bonus funding of 110% x 110% = 121% of target payout). Threshold performance of 80% of goal is required before any bonuses fund. |
Annual Equity Compensation
| 2. | The baseline funding for each semi-annual period is then increased or decreased based on adjusted pre-tax net income performance versus target. The ratio for the first half and second half of 2025 was $0.03 per dollar (i.e., each $1 of adjusted pretax net income performance in excess of target increases the bonus pool by $0.03 cents, and vice versa). Adjustments are allocated to individual bonuses on a pro-rata basis based on their target bonus amounts. |
Annual Equity Compensation
Individual bonuses are capped at 250% of target, with actual payouts based on the funding formula described above. No bonus is paid if performance is below the threshold revenue level of 80% of target for each semi-annual period. The following table sets out the threshold amounts for each applicable performance metric (to the extent applicable) under the 2025 Executive Bonus Plan, the target values, and the actual achievement for each half of calendar year 2025. The Committee chose revenue and adjusted pre-tax net income as incentive criteria for the Executive Bonus Plans because it views these to be the best measures of the Company’s performance in the short-term, with greater weighting on revenue due to the importance of continued growth and the perceived importance of revenue to some of our investors. Adjusted pre-tax net income is defined as income before income taxes and excluding stock-based compensations costs. Adjusted Pre-Tax Net Income is a non-GAAP financial measure, a reconciliation of the differences to the most comparable GAAP financial measure is provided in “Appendix A − Reconciliation of Non-GAAP Measures”. The Compensation Committee set a revenue target of $139 million for the first half of 2025 and $153 million for the second half of 2025 (total annual target of $292 million) for the 2025 Executive Bonus Plan based on forecasted advertising market spend, internal demand modeling, and headwinds from an impacted DSP known at the time. The Company achieved revenue of $282.9 million for the 2025 fiscal year, primarily due to unanticipated headwinds from another large DSP that began to favor an internal offering during 2025. The adjusted pre-tax net income target goal for the 2025 Executive Bonus Plan was $3.6 million for the first half of 2025 and $18.1 million for the second half of 2025 (total annual target of $21.7 million). The Company achieved adjusted pre-tax net income of $23.3 million for the 2025 fiscal year, overperforming the annual target goal by 9.3%.
Annual Equity Compensation
| Metric | First Half of 2025 | | | Second Half of 2025 | | | | | Threshold | Target | Actual | Threshold | Target | Actual | | Revenue | $111. 2 | $139.0 | $134.9 | $122.4 | $153.0 | $148.0 | | Adjusted Pre-Tax Net Income (modifier) | $— | $3.6 | $2.1 | — | $21.2 | $23.3 | | Achievement (% Target) | | | 96.2% | | | 98.9% |
Annual Equity Compensation
The 2025 Klimenko Bonus Plan relied on the same revenue and adjusted pre-tax net income thresholds, target values and achievement results as the 2025 Executive Bonus Plan, but the revenue threshold, target value and achievement was divided between Company performance in the Americas and Company performance in Europe, Middle East and Africa (EMEA), and Asia-Pacific (APAC) regions. Revenue achievement under the 2025 Klimenko Bonus Plan was weighted 33% on revenue achievement in the Americas and weighted 67% on the combined revenue achievement in EMEA and APAC regions, taken together. Accordingly, under the 2025 Klimenko Bonus Plan the $139.0M revenue target for the first half of 2025 was $93.1M for the Americas region and $45.9M for the EMEA and APAC regions, taken together. In the second half of 2025, the Klimenko Bonus Plan had the same overall revenue target of $153.0M as the other Executive Bonus Plans, but the revenue target was divided into a revenue target of $102.6M for the Americas and $50.5M for the EMEA and APAC regions, taken together. Revenue thresholds and achievement results under the 2025 Klimenko Bonus Plan were similarly weighted 33% for the Americas region and 67% for the EMEA and APAC regions, taken together.
Annual Equity Compensation
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Annual Equity Compensation
Based on these results, the Compensation Committee determined that the bonus had been achieved and earned at 97.6% of target for the 2025 Executive Bonus Plan and 103.6% of target for the 2025 Klimenko Bonus Plan. For 2025, the Compensation Committee approved the following bonus payments to each of our NEOs in accordance with the established formulas under the Executive Bonus Plans. The table below reflects the calculated payouts for 2025:
Annual Equity Compensation
| | Annual Base Salary ($) | Target Bonus as % of Base Salary | Payout as % of Target | Payout ($) | | Rajeev K. Goel | $622,000 | 108% | 97.6% | $655,680 | | Amar K. Goel | $204,000 | 72% | 97.6% | $143,430 | | Steven Pantelick | $537,000 | 70% | 97.6% | $365,893 | | Mukul Kumar | $289,000 | 65% | 97.6% | $183,434 | | Paulina Klimenko | $441,000 | 70% | 103.6% | $319,005 |
Annual Equity Compensation
Long-Term Equity Incentives Our Compensation Committee administers our long-term incentive compensation program and approves grants of equity awards to each of our executive officers which, for 2025, were granted in the form of stock options and RSUs. Stock options align executives’ realizable compensation with the creation of stockholder value and serve as an effective long-term incentive vehicle to retain talent and incentivize performance. Executives only realize value from options if our stock price increases following the grant date. RSUs support retention and provide alignment with stockholders’ interests during the vesting term. The Compensation Committee regularly reviews the equity vehicles granted to executives as part of the long-term incentive compensation program to assess alignment with our Executive Compensation Philosophy and support of our pay for performance objectives. The Compensation Committee has determined that the stock options and RSUs currently used in the program continue to support alignment with shareholders and achievement of the company’s long-term objectives. The Compensation Committee considered several factors when determining the size, mix, and material terms of the 2025 equity awards, including peer group data and the CEO’s recommendations (other than with respect to himself). Additionally, the Compensation Committee weighed our company’s financial performance against that of our competitors and the broader financial markets when determining equity awards in order to balance the goals of attracting, retaining, motivating, and rewarding our executives with aligning their compensation and incentives with the interests of our shareholders. Consistent with this philosophy, the aggregate target value of equity compensation awarded to our NEOs as a group for the fiscal year ending December 31, 2025 was more than 20% lower than the aggregate target value of equity compensation awarded for the fiscal year ended December 31, 2023. For 2025, our NEOs were able to elect whether they wanted 25% of their equity awards in stock options with the remaining 75% in time-based RSUs, 50% of their equity awards in stock options with the remaining 50% in time-based RSUs, or 75% of their equity award in stock options with the remaining 25% in time-based RSUs. The intended grant value is converted to a number of shares using a 20-trading day average closing price including the date of grant, to mitigate effects of daily stock price volatility. The following table sets forth the intended grant value and the number of shares of common stock subject to the stock options and RSUs granted to each NEO during calendar year 2025.
Annual Equity Compensation
| | 2025 Annual Grants | | | | | | | Target Grant Value ($) | Percentage of Award in Options | Options (number of shares) | Percentage of Award in RSUs | RSUs (number of shares) | | Rajeev K. Goel | $5,600,000 | 25% | 269,231 | 75% | 269,231 | | Amar K. Goel | $1,080,000 | 25% | 51,923 | 75% | 51,923 | | Steven Pantelick | $2,465,000 | 25% | 118,510 | 75% | 118,510 | | Mukul Kumar | $1,105,000 | 25% | 53,125 | 75% | 53,125 | | Paulina Klimenko | $1,785,000 | 25% | 85,817 | 75% | 85,817 |
Annual Equity Compensation
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Annual Equity Compensation
Stock options vest over four years, with 1/48th of the options vesting each month, and RSUs vest over four years, with 1/16th of the shares vesting each quarter (vesting in initial quarters may be slightly different based on the grant date). Additional Policies and Benefits Equity Grant Policies. Executives’ stock options are granted with an exercise price equal to the fair market value of our common stock, calculated based on the closing price on the date of grant. Equity grants to executives currently are made pursuant to our 2020 Equity Incentive Plan. Grants of options to purchase our Class A common stock, including for our NEOs, are generally based upon a predetermined schedule each year as a part of the annual compensation process agreed with our Compensation Committee. The grant dates of these options are generally selected so as not to be within a short period of time, as described in the SEC’s Staff Accounting Bulletin 120 (“SAB 120”), prior to the release of material non-public information, or MNPI, such as on Forms 8-K, 10-Q or 10-K. Grants of options may occur at other times during the year due to business needs, such as for a newly hired employees or officers or newly appointed board members. Option grants for newly hired employees are typically done monthly on a trading day near the 15th of the month. The board of directors, compensation committee, or applicable designee does not anticipate the timing of disclosure of MNPI when determining the timing and terms of such awards, and we do not time the release of MNPI for the purpose of affecting the value of executive compensation. There were no grants of options to our NEOs within 4 business days before or 1 business day after the release of MNPI on Forms 8-K, 10-Q or 10-K during the year ended December 31, 2025. Accordingly, no table of such grants is presented under SEC Regulation S-K 402(x). Restrictions on Hedging or Pledging. Our Insider Trading Policy prohibits our directors and officers from placing securities into a margin account, engaging in short sales of our securities, or purchasing any other financial instruments (including prepaid variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of our securities held directly or indirectly, except in limited circumstances that are approved by our Compliance Officer. Directors and officers are also prohibited from pledging securities as collateral for loans, except in limited circumstances that are approved by our Compliance Officer. Post-employment Compensation. The NEOs are entitled to certain severance and change in control benefits, the terms of which are described below under “—Potential Payments upon Termination or Change of Control.” These severance and change in control benefits are an essential element of the overall executive compensation package, and assist the Company in recruiting and retaining talented individuals and aligning the executive’s interests with the best interests of our stockholders. Non-qualified Deferred Compensation Plan. We maintain a Non-Qualified Deferred Compensation Plan (the “NQDCP”), which provides that executives who meet minimum compensation requirements are eligible to defer up to 50% of their salaries and up to 100% of their annual cash incentive and long-term equity incentive awards. To be eligible to participate in the NQDCP, an executive must be a member of a “select group of management or highly compensated employees” within the meaning of Sections 201, 301 and 401 of the Employee Retirement Income Security Act of 1974, as amended, as determined by the administrator of the NQDCP. In 2025, all of our Named Executive Officers were eligible to participate in the NQDCP. We have agreed to credit the participants’ contributions with earnings that reflect the performance of certain independent investment funds. We do not guarantee above-market interest on account balances. Benefits under the NQDCP are unsecured and are general assets of PubMatic. Participants are generally eligible to receive payment of their vested benefit(s) at the end of their elected deferral period, in installments over an elected deferral period, or upon termination of their employment with PubMatic for any reason, or at such other date as may be necessary to comply with Section 409A of the Internal Revenue Code. On a termination of a participant’s service, the death or disability of a participant, an unforeseeable emergency with respect to a participant, or a change in control of the Company, all amounts deferred by the applicable participant pursuant to the NQDCP will be paid out in full, along with any relating earnings, on the terms and conditions set forth in the NQDCP. Deferrals authorized by an executive and the related earnings are always 100% vested. Clawback Policy. In accordance with SEC and Nasdaq requirements, the Compensation Committee adopted an executive compensation recovery policy regarding the adjustment or recovery of certain incentive awards or payments made to current or former executive officers in the event that we are required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws. In general, the policy provides that, unless an exception applies,
Annual Equity Compensation
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Annual Equity Compensation
we will seek to recover compensation that is awarded to an executive officer based on the Company’s attainment of a financial metric during the three-year period prior to the fiscal year in which the restatement occurs, to the extent such compensation exceeds the amount that would have been awarded based on the restated financial results. Other Benefits. The Company provides certain additional benefits to executive officers that are generally available to all employees, including medical, dental, vision and life insurance coverage, as well as 401(k) matching contributions; however, the Compensation Committee in its discretion may revise, amend or add to these benefits.
Annual Equity Compensation
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Annual Equity Compensation
Summary Compensation Table The following table sets forth information regarding the total compensation, for services rendered in all capacities, that was paid or awarded to or earned by our named executive officers during the fiscal years ended December 31, 2025, 2024 and 2023.
Annual Equity Compensation
| Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards(2) ($) | Option Awards(2) ($) | Non-Equity Incentive Plan Compensation ($) | Total ($) | | Rajeev K. Goel, Chief Executive Officer | 2025 | 622,000 | — | 4,533,602 | 3,259,374 | 655,680 | 9,070,656 | | | 2024 | 610,000 | — | 3,898,481 | 3,892,776 | 764,265 | 9,165,522 | | | 2023 | 610,000 | — | 5,651,864 | 3,185,555 | 823,993 | 10,271,412 | | Amar K. Goel, Chief Innovation Officer | 2025 | 204,000 | — | 898,557 | 991,674 | 143,430 | 2,237,661 | | | 2024 | 200,000 | — | 854,709 | 1,354,255 | 167,002 | 2,575,966 | | | 2023 | 285,000 | — | 497,903 | 2,525,696 | 276,916 | 3,585,515 | | Steven Pantelick, Chief Financial Officer | 2025 | 537,000 | 1,000 | 2,131,303 | 1,096,847 | 365,893 | 4,132,043 | | | 2024 | 526,000 | 1,000 | 2,026,070 | 1,189,253 | 426,782 | 4,169,105 | | | 2023 | 506,000 | 1,000 | 2,343,661 | 1,319,155 | 478,186 | 4,648,002 | | Mukul Kumar, President of Engineering(3) | 2025 | 289,000 | — | 953,364 | 478,722 | 183,434 | 1,904,521 | | | 2024 | 283,000 | — | 912,801 | 529,046 | 213,391 | 1,938,238 | | | 2023 | 252,407 | — | 1,051,802 | 591,600 | 240,444 | 2,136,253 | | Paulina Klimenko, Chief Growth Officer(4) | 2025 | 441,000 | 1,000 | 1,443,418 | 754,507 | 319,005 | 2,958,930 | | | 2024 | 432,000 | 1,000 | 1,290,898 | 740,024 | 348,216 | 2,812,139 | | | 2023 | 411,000 | 1,000 | 1,614,816 | 909,757 | 402,109 | 3,338,682 |
Annual Equity Compensation
| | Option Exercises | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(2) | | Rajeev K. Goel | 638,149 | 5,594,585 | 245,239 | 2,681,394 | | Amar K. Goel | — | — | 46,500 | 508,233 | | Steven Pantelick | 88,000 | 753,280 | 116,452 | 1,275,314 | | Mukul Kumar | — | — | 52,125 | 570,831 | | Paulina Klimenko | — | — | 79,975 | 874,874 |
Paulina Klimenko
| Year(1) | Summary Compensation Table (“SCT”) Total for PEO(2) (a) | Compensation Actually Paid to PEO(3) | Average Summary Compensation Table Total for Non-PEO NEOs(2) (b) | Average Compensation Actually Paid to Non-PEO NEOs(3) | Value of Initial Fixed $100 Investment Based On(4) | | Net Income (in millions) | Revenue (in millions)(5) | | | | | | | Total Shareholder Return | Peer Group Total Shareholder Return | | | | 2025 | $9,070,956 | $772,605 | $2,808,289 | $593,706 | $32 | $211 | ($14) | $283 | | 2024 | $9,165,522 | $11,453,669 | $2,873,862 | $2,898,143 | $53 | $171 | $13 | $291 | | 2023 | $10,271,412 | $13,184,909 | $3,427,113 | $4,310,070 | $58 | $136 | $9 | $267 | | 2022 | $7,444,082 | ($4,325,656) | $2,430,191 | ($610,944) | $46 | $83 | $29 | $256 | | 2021 | $8,609,029 | $13,606,543 | $3,012,452 | $4,317,545 | $122 | $133 | $57 | $227 |
Paulina Klimenko
| (3) Amounts reported in these columns represent (i) the compensation actually paid to the PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below and (ii) the compensation actually paid to the PEO, based on his total compensation reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below. |