DEF 14A of MNTN, Inc.
Filed Apr 30, 2026 · FY20250001891027-26-000033
PROPOSAL 1 – ELECTION OF DIRECTORS
PROPOSAL 1 – ELECTION OF DIRECTORS
Board Size and Structure
Board Size and Structure Our Amended and Restated Certificate of Incorporation provides that the number of directors shall be established from time to time by the Board. The Board has fixed the number of directors at seven, and as of the date of this Proxy Statement, there are seven members of the Board. Mr. Partovi, a Class I director, is not standing for re-election and will serve on our Board until the Annual Meeting, and Tony Weisman has been nominated as a Class I director to fill the vacancy resulting from Mr. Partovi’s departure. Our Amended and Restated Certificate of Incorporation provides that the Board be divided into three classes, designated as Class I, Class II and Class III. Each class of directors must stand for reelection no later than the third annual meeting of stockholders subsequent to their initial appointment or election to the Board, provided that the term of each director will continue until the election and qualification of their successor or their earlier resignation, death, disqualification or removal. Generally, vacancies or newly created directorships will be filled, upon the recommendation of the Nominating and Corporate Governance Committee of the Board (the “Nominating and Corporate Governance Committee”), only by a majority of the directors then in office. A director appointed by the Board to fill a vacancy will hold office until the next election of the class for which such director was chosen, subject to the election and qualification of his or her successor and his or her earlier resignation, disqualification, death or removal.
Current Directors, Classes and Terms
Current Directors, Classes and Terms Our current directors and their respective classes and terms are set forth below. The current term of the Class I directors ends at the Annual Meeting, and Class II and Class III at the 2027 and 2028 annual meeting of stockholders, respectively.
Current Directors, Classes and Terms
| CLASS I | CLASS II | CLASS III | | Joseph Kaiser | Dana Settle | Mark Douglas | | Pali Bhat | Grant Ries | Joe B. Johnson | | Hadi Partovi | | |
Nominees for Director
Nominees for Director Mr. Kaiser, Mr. Weisman and Mr. Bhat have been, upon the recommendation of the Nominating and Corporate Governance Committee, nominated by the Board to stand for election. As the directors assigned to Class I, the current terms of service for Messrs. Kaiser, Bhat and Partovi will expire at the Annual Meeting. If elected by the stockholders at the Annual Meeting, Messrs. Kaiser, Weisman and Bhat will each serve for a term expiring at our annual meeting of stockholders to be held in 2029 (the “2029 Annual Meeting”) and until the election and qualification of their respective successor or until their earlier death, resignation, disqualification or removal. Mr. Partovi, a Class I director, is not standing for re-election and will serve on our Board until the Annual Meeting. Each person nominated for election has consented to be named and to serve as a director if elected at the Annual Meeting, and the Board has no reason to believe that any nominee will be unable to serve. If, however, prior to the Annual Meeting, the Board should learn that any nominee will be unable to serve for any reason, the proxies that otherwise would have been voted for this nominee will be voted for a substitute nominee as selected by the Board. Alternatively, the proxies, at the Board’s discretion, may be voted for that fewer number of nominees as results from the inability of any nominee to serve. Proxies cannot be voted for a greater number of persons than the number of nominees named in this proposal.
Director & Director Nominee Qualifications and Biographical Information
Director & Director Nominee Qualifications and Biographical Information The following pages contain professional and other biographical information (as of April 30, 2026) for each director nominee and each director whose term as a director will continue after the Annual Meeting, including all positions they hold, their principal occupation and business experience for the past five years, and the names of other publicly traded companies of which the director or nominee currently serves as a director or has served as a director during the past five years. We believe that all of our directors and nominees possess the characteristics noted in our Corporate Governance Guidelines. In accordance with those guidelines, we believe our directors and nominees possess personal and professional integrity and ethics and values; relevant academic expertise or proficiency in an area of the Company’s operations; strong finance experience; relevant social policy concerns; experience relevant to the Company’s industry; experience as a board member of executive officer at another publicly held company; diversity of background and perspective; and practical and mature business judgment. The information presented below regarding each nominee and continuing director also sets forth specific experience, qualifications, attributes and skills that led the Board to the conclusion that such individual should serve as a director in light of our business and structure.
Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting
Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting
Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting
| Class I Directors | Age | Director Since | Current Position at MNTN | | Joseph Kaiser | 50 | 2019 | Director | | Tony Weisman | 66 | Nominee | Director | | Pali Bhat | 52 | 2025 | Director |
Nominees for Election to Three-Year Terms Expiring at the 2029 Annual Meeting
Joseph Kaiser has served as a member of our board of directors since 2019. Mr. Kaiser serves as the managing partner of Switchyard Partners, an investment firm focused on digital infrastructure and physical AI. Mr. Kaiser also serves as a Senior Investment Advisor to Mercato Partners, a venture capital firm focused on investments in technology and consumer product markets, a role he transitioned to in April 2026 after serving as Mercato Partners’ Chief Executive Officer from September 2024 to March 2026 and as a Managing Director since September 2021. Prior to joining Mercato Partners in 2016, Mr. Kaiser was Director of Capital Markets at Vivint Solar, a company offering solar energy solutions, from 2014 to 2016 and an Associate at Blackstone from 2011 to 2014. Mr. Kaiser holds a Bachelor of Science in Business Administration from Saint Louis University and a Master of Business Administration from Northwestern University, Kellogg School of Management. We believe Mr. Kaiser is well-qualified to serve as a member of our board of directors because of his deep understanding of the technology and consumer product industries. Tony Weisman is the founder of SnapPoint LLC, a marketing agency, and has served as its Chief Executive Officer since January 2021. Mr. Weisman previously served as Chief Marketing Officer of Dunkin’ Brands Group, Inc., a global coffee and doughnut restaurant chain, from September 2017 to December 2019. Mr. Weisman also held senior executive positions at Digitas, a global marketing agency, from January 2007 to September 2017, including as the Chief Executive Officer of Digitas North America from March 2013 to September 2017. Mr. Weisman currently serves on the board of directors of Klaviyo, Inc. (NYSE: KVYO), a marketing automation platform, and was previously a director of Cardlytics, Inc. (Nasdaq: CDLX), a digital advertising company, from October 2014 to October 2023. Mr. Weisman holds a B.A. in Political Science from Brown University. We believe Mr. Weisman is well-qualified to serve as a member of our board of directors because of his expertise in digital advertising and background in public company board service. Pali Bhat has served as a member of our board of directors since 2025. Mr. Bhat served as the Chief Product Officer of Reddit Inc., an online community of communities company, from October 2021 to August 2025. Prior to Reddit, Mr. Bhat worked for Google, Inc. from March 2011 to October 2021, where he most recently served as Vice President of Product Management from May 2017 to October 2021. Earlier in his career, Mr. Bhat was Vice President at SAP Labs and a consultant with McKinsey & Co. Mr. Bhat holds a Master of Science in Computer Science from the University of Illinois Urbana-Champaign and a Master of Business Administration from Duke University. We believe Mr. Bhat is well-qualified to serve as a member of our board of directors based on his extensive leadership experience in the technology services sector.
Class II Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Class II Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Class II Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
| Class II Directors | Age | Director Since | Current Position at MNTN | | Dana Settle | 53 | 2022 | Director | | Grant Ries | 53 | 2021 | Director |
Class II Directors Whose Terms Expire at the 2027 Annual Meeting of Stockholders
Dana Settle has served as a member of our board of directors since 2022. Ms. Settle has been a Managing Partner and Co-Founder of Greycroft, a seed-to-growth venture capital fund, since 2006. Ms. Settle is a board member of IMAX Corporation (NYSE: IMAX), as well as several private companies. Ms. Settle holds a Bachelor of Arts in International Studies and Finance from the University of Washington and a Master of Business Administration from Harvard Business School. We believe Ms. Settle is well-qualified to serve as a member of our board of directors because of her extensive experience in the private equity markets and her broad expertise in emerging technology markets. Grant Ries has served as a member of our board of directors since 2021. Apart from his service to our Company, Mr. Ries has served as the Chief Data & AI Officer of T-Mobile since 2022. Mr. Ries also served as Chief Executive Officer of Deep Sync, a leading data and analytics company in the marketing industry, from 2022 to 2023. From 2018 to 2022, Mr. Ries served in several roles at LiveRamp (NYSE: RAMP), including as Executive Vice President of Emerging Markets and Chief Executive Officer of LiveRamp B2B following LiveRamp’s acquisition of Pacific Data Partners, a B2B data and technology company co-founded by Mr. Ries. From 2016 to 2017, Mr. Ries served as the Chief Business Officer for Convoy, a global logistics technology leader. Mr. Ries was also a co-founder and board member of BlueKai, which was acquired by Oracle (NYSE: ORCL) in 2014, following which Mr. Ries co-launched and served as the Vice President of Oracle Data Cloud. Mr. Ries is also an active angel investor and has provided advisory and operating support for his various investments in the technology sector for more than 20 years. Mr. Ries holds a Bachelor of Arts degree in Psychology from the University of Washington and a Master’s degree in Healthcare from the University of Washington. We believe Mr. Ries is well-qualified to serve as a member of our board of directors because of his experience providing advisory, operating and recruiting support to various companies in the technology sector.
Class III Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders
Class III Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders
Class III Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders
| Class III Directors | Age | Director Since | Current Position at MNTN | | Mark Douglas | 62 | 2009 | Chairman of the Board and Chief Executive Officer | | Joe B. Johnson | 66 | 2021 | Director |
Class III Directors Whose Terms Expire at the 2028 Annual Meeting of Stockholders
Mark Douglas, our founder, has served as our President, Chief Executive Officer and a member of our board of directors since 2009. In 2015, he co-founded and served as the President and Chief Executive Officer of HomeMe until 2018. From 2008 to 2009, he was the Vice President of Engineering at Magnite (formerly the Rubicon Project). Prior to joining Magnite, Mr. Douglas was the Vice President of Technology at eHarmony from 2004 to 2008. Mr. Douglas founded CenterView Software in 1994. He has also held positions at Covalent Technologies, Persistence Software and Oracle. We believe Mr. Douglas is well-qualified to serve as a member of our board of directors because of his historical knowledge, operational expertise, leadership, and continuity that he brings to our board as founder, President and Chief Executive Officer. Joe B. Johnson has served as a member of our board of directors since 2021. From 1998 to 2021, Mr. Johnson held various roles at BDO USA, LLP, serving most recently as the National Managing Partner, Industry Groups and Relationship and Account Management. Mr. Johnson was also the Assurance Office Managing Partner for the BDO USA, LLP Orange County Office and the Western Region Managing Partner—Tax and Assurance. Mr. Johnson also served as a member of the board of directors of BDO USA, LLP from 2012 to 2018, where he held various roles, including as chair of the firm’s Partner Matters Committee, a member of the firm’s Compliance and Ethics Committee, the firm’s Cybersecurity Committee and as the board representative for the firm’s Women’s Initiative. Prior to joining BDO USA, LLP, Mr. Johnson was a senior manager at the accounting firm KPMG LLP. Mr. Johnson holds a Bachelor of Science degree in Accounting from the University of Southern California and a Master of Business Administration from California State University-Fullerton. We believe Mr. Johnson is well-qualified to serve as a member of our board of directors because of his extensive accounting and executive leadership experience.
Compensation Consultants
Compensation Consultants The Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable. In accordance with this authority, the Compensation Committee engaged Alpine Rewards during 2025 to serve as its independent outside compensation consultant. Alpine Rewards reports directly to the Compensation Committee and does not provide any services to the Company other than the services provided to or at the request of our Compensation Committee. During 2025, as requested by the Compensation Committee, Alpine Rewards assisted the Compensation Committee in assessing benchmarking data with respect to our executive officers’ overall individual compensation, as well with respect to the design of our executive compensation program and determination of the compensation levels and awards thereunder, including bonus and retention award structures and targets. Alpine Rewards also provided information regarding current trends and developments in executive compensation, equity-based awards and severance arrangements based on a holistic survey of size- and industry-relevant companies. All executive compensation services provided by Alpine Rewards during 2025 were conducted under the direction or authority of the Compensation Committee, and all work performed by Alpine Rewards was approved by the Compensation Committee. Neither Alpine Rewards nor any of its affiliates maintain any other direct or indirect business relationships with us or any of our subsidiaries. The Compensation Committee evaluated the independence of Alpine Rewards pursuant to applicable SEC and NYSE rules and concluded that no conflict of interest exists that would prevent Alpine Rewards from serving as an independent compensation consultant to the Compensation Committee.
Practices Related to the Timing of Grants of Certain Equity Awards
Practices Related to the Timing of Grants of Certain Equity Awards Our general practice is to not grant equity awards in anticipation of the release of material nonpublic information or time the release of material nonpublic information for the purpose of affecting the value of executive compensation. The Compensation Committee uses its business judgment to determine the amount of an equity award and would consider any material nonpublic information that is known to the Compensation Committee before granting an equity award. Although we do not have a formal policy with respect to the timing of our equity award grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule, though it has, from time to time, made grants at other times (for example, in connection with hiring and promotions). During fiscal year 2025, we did not grant stock options or similar option like instruments to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses material nonpublic information.
EXECUTIVE AND DIRECTOR COMPENSATION
EXECUTIVE AND DIRECTOR COMPENSATION The following is a discussion and analysis of compensation arrangements of our named executive officers, or NEOs. As an “emerging growth company” as defined in the JOBS Act, we are not required to include a Compensation Discussion and Analysis section and have elected to comply with the scaled disclosure requirements applicable to emerging growth companies. We seek to ensure that the total compensation paid to our executive officers is reasonable and competitive. Compensation of our executives is structured around the achievement of individual performance and near-term corporate targets as well as long-term business objectives. Our NEOs for the year ended December 31, 2025 were as follows: •Mark Douglas, our President and Chief Executive Officer; •Patrick A. Pohlen, our Chief Financial Officer; and •Christopher Innes, our Chief Operating Officer.
Summary Compensation Table
Summary Compensation Table The following table sets forth total compensation paid to our NEOs for the years ended December 31, 2025 and 2024.
Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Option Awards(1) ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation(2) ($) | Total ($) | | Mark Douglas | 2025 | 600,000 | — | — | 658,705 | 2,271 | 1,260,976 | | President and Chief Executive Officer | 2024 | 600,000 | — | — | 701,375 | 24,641 | 1,326,016 | | Patrick A. Pohlen | 2025 | 475,000 | — | 2,214,252 | 705,757 | 6,178,703 | 9,573,712 | | Chief Financial Officer | 2024 | 475,000 | — | — | 751,474 | 3,272 | 1,229,746 | | Christopher Innes | 2025 | 500,000 | — | 6,039,050 | 682,230 | 1,265,380 | 8,486,660 | | Chief Operating Officer | 2024 | 500,000 | — | — | 726,424 | 20,359 | 1,246,783 |
Summary Compensation Table
(1) Amounts shown represent the grant date fair value of options granted as calculated in accordance with ASC Topic 718. See Note 13, Stock-Based Compensation, included in our audited consolidated financial statements for the fiscal year ended December 31,2025 included in our Annual Report on Form 10-K filed with the SEC on February 19, 2026 for the assumptions used in calculating the grant date fair value of our options. (2) Amounts shown for 2025 represent the following:
Summary Compensation Table
| Name | Vacation Reimbursement(1) ($) | Tax Gross-Up on Vacation Reimbursement ($) | Internet Stipend(2) ($) | Computer Equipment(3) ($) | 401(k) Plan Matching Contributions ($) | Promissory Note Forgiveness(4) ($) | | Mark Douglas | — | — | 600 | 671 | 1,000 | — | | Patrick A. Pohlen | — | — | 600 | — | — | 6,178,103 | | Christopher Innes | 14,000 | 3,963 | 600 | — | — | 1,246,817 |
Summary Compensation Table
(1) We offer vacation reimbursement benefits to employees, based on the number of years of service. The amount shown is the reimbursement amount paid to Mr. Innes in 2025 for this benefit. (2) We offer reimbursement of internet expenses up to $50 per month to employees. The amount shown is the reimbursement amount paid to each NEO in 2025 for this benefit. (3) We reimbursed Mr. Douglas for computer equipment in 2025, which may be used for personal and business purposes. (4) We forgave Mr. Pohlen’s and Mr. Innes’ outstanding promissory notes with principal amounts of $5.97 million and $1.21 million, respectively, and interest rates of 1.00% and 0.86%, respectively, prior to our IPO.
Outstanding Equity Awards as of December 31, 2025
Outstanding Equity Awards as of December 31, 2025 The following table lists all outstanding equity awards held by our NEOs as of December 31, 2025.
Outstanding Equity Awards as of December 31, 2025
| | | Option Awards | | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | | Mark Douglas | 8/25/2021(1) | 4,724,164 | — | 7,086,246(2) | $3.79 | 8/24/2031 | | Patrick A. Pohlen | 6/23/2021(3) | 99,263 | — | — | $14.34 | 12/15/2031 | | | 6/23/2021(3) | 31,417 | — | — | $17.16 | 2/14/2032 | | | 2/13/2025(5) | 35,590 | 135,243 | — | $20.54 | 2/13/2035 | | Christopher Innes | 1/1/2019 | 507,020 | — | — | $1.59 | 7/25/2029 | | | 3/1/2021 | 2,000 | — | — | $1.69 | 3/14/2031 | | | 6/23/2022(4) | 858,924 | — | — | $3.79 | 8/24/2031 | | | 2/13/2025(5) | 52,424 | 199,213 | 188,728(6) | $20.54 | 2/13/2035 | | | 2/13/2025(5) | 39,318 | 149,410 | — | $16.00 | 5/21/2035 |
Outstanding Equity Awards as of December 31, 2025
(1)Option to purchase Class B common stock vests and becomes exercisable as to 1/48th of the shares underlying the option on each monthly anniversary of the vesting commencement date, subject to the holder continuing to provide services to us through the applicable vesting date. (2)Performance-based option to purchase Class B common stock that vests upon the attainment of certain closing trading prices of our Class A common stock. (3)Option is immediately exercisable and vests as to 1/48th of the shares underlying the option each monthly anniversary of the vesting commencement date, subject to the holder continuing to provide services to us through the applicable vesting date. In the event the option is exercised prior to vesting, unvested shares of Class A common stock are repurchasable by us for the original exercise price upon any termination of service to us. (4)Option vests and becomes exercisable as to 1/36th of the shares underlying the option on each monthly anniversary of the vesting commencement date, subject to the holder continuing to provide services to us through the applicable vesting date. (5)Option vests and becomes exercisable as to 1/48th of the shares underlying the option each monthly anniversary of the vesting commencement date, subject to the holder continuing to provide services to us through the applicable vesting date. (6)Performance-based option to purchase Class A common stock that vests upon the attainment of certain closing trading prices of our Class A common stock.
Director Compensation
Director Compensation
Director Compensation Table for the Year Ended December 31, 2025
Director Compensation Table for the Year Ended December 31, 2025 The following table sets forth each non-employee director serving on our Board during the year ended December 31, 2025, none of whom received compensation for services rendered to us in any capacity.
Director Compensation Table for the Year Ended December 31, 2025
| Name | Fees earned or paid in cash(1) ($) | Option Awards(2) ($) | Stock Awards(3) ($) | Total ($) | | Joe B. Johnson | 48,352 | 1,166,535 | — | 1,214,887 | | Grant Ries | 39,286 | — | — | 39,286 | | Hadi Partovi | 39,286 | 1,166,535 | — | 1,205,821 | | Dana Settle | — | — | — | — | | Joseph Kaiser | — | — | — | — | | Jim Andelman(4) | — | — | — | — | | Peter Lee(5) | — | — | — | — | | Pali Bhat(6) | 37,775 | — | 413,036 | 450,811 |
Director Compensation Table for the Year Ended December 31, 2025
(1)Amounts reflect the cash retainers earned by the directors for their service during the fiscal year ended December 31, 2025, pursuant to our Non-Employee Director Compensation Program. (2)Amounts shown represent the grant date fair value of options granted as calculated in accordance with ASC Topic 718. The table below shows the aggregate numbers of option awards (exercisable and unexercisable) held as of December 31, 2025 by each non-employee director who was serving as of December 31, 2025.
Director Compensation Table for the Year Ended December 31, 2025
| Name | Shares Underlying Options Outstanding at Fiscal Year End | Number of Shares Underlying RSUs at Fiscal Year End | | Joe B. Johnson | 286,850 | — | | Grant Ries | 590,550 | — | | Hadi Partovi | 286,850 | — | | Pali Bhat | — | 15,174 |
Director Compensation Table for the Year Ended December 31, 2025
(3)Amounts reflect the grant-date fair value of stock awards granted during fiscal year ended December 31, 2025 calculated in accordance with ASC Topic 718. Mr. Bhat received a grant of 15,174 RSUs on July 29, 2025 with a grant date fair value of $413,036. See Note 13, Stock-Based Compensation, included in our audited consolidated financial statements for the fiscal year ended December 31,2025 included in our Annual Report on Form 10-K filed with the SEC on February 19, 2026 for the assumptions used in calculating the grant date fair value of our options. (4)Mr. Andelman resigned from our board of directors on February 23, 2025. (5)Mr. Lee resigned from our board of directors on February 23, 2025. (6)Mr. Bhat joined our board of directors on May 21, 2025.
Narrative Disclosure to Director Compensation Table
Narrative Disclosure to Director Compensation Table We adopted a non-employee director compensation program (“Director Compensation Program”) in connection with our IPO. Such Director Compensation Program provides for cash compensation, paid quarterly in arrears, for service on the Board and initial and annual equity grants to non-employee directors. On February 13, 2025, the Board granted each of Mr. Johnson and Mr. Partovi an option to purchase 90,000 shares of our Class A common stock. Each option has an exercise price per share equal to $20.54, which the Board determined equaled the fair market value of a share of our Class A common stock on the date of grant, and vests and becomes exercisable as to 1/48th of the total number of shares underlying the option on a monthly basis, subject to continued service to our company through the date of vesting. On July 29, 2025, the Board granted Mr. Bhat 15,174 RSUs, in accordance with our Director Compensation Policy. Mr. Bhat’s RSUs shall vest as to one-twelfth (1/12th) of the RSUs, rounded down to the nearest whole number, on each of the first quarterly anniversaries of May 21, 2025, the date on which he was appointed as a member of the Board, subject to his continued service through each applicable vesting date.