ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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(Address of principal executive offices, including zip code) |
Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered | ||
Large accelerated filer | ☐ | ☒ | ||||
Non-accelerated filer | ☐ | Smaller reporting company | ||||
Emerging growth company |
Class |
Outstanding as of February 19, 2021 | |
Common Stock, $0.00001 par value |
Page No. |
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Item 10. |
1 | |||||
Item 11. |
6 | |||||
Item 12. |
3 1 |
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Item 13. |
3 5 |
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Item 14. |
36 | |||||
Item 15. |
37 | |||||
40 |
Committee Assignments |
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Name |
Age (1) |
Position |
Audit |
Compensation |
Nominating & Governance |
Member Since | ||||||||||||||
Paul Caine |
57 | Chairman of the Board | April 2020 | |||||||||||||||||
Michael G. Barrett |
58 | CEO and Director | March 2017 | |||||||||||||||||
Robert J. Frankenberg |
74 | Lead Director | X | April 2014 | ||||||||||||||||
Sarah P. Harden |
49 | Director | X | July 2019 | ||||||||||||||||
Doug Knopper |
60 | Director | Chair | X | April 2020 | |||||||||||||||
Rachel Lam |
53 | Director | X | X | April 2020 | |||||||||||||||
James Rossman |
55 | Director | X | X | April 2020 | |||||||||||||||
Robert F. Spillane |
70 | Director | X | Chair | April 2014 | |||||||||||||||
Lisa L. Troe |
59 | Director | Chair | X | February 2014 |
(1) | As of May 4, 2021 |
Name |
Age |
Position | ||
Michael G. Barrett |
59 | Chief Executive Officer and Director | ||
David L. Day |
59 | Chief Financial Officer | ||
Katie Evans |
35 | Chief Operating Officer | ||
Shawna Hughes |
43 | Chief Accounting Officer and Chief People Officer | ||
Thomas Kershaw |
53 | Chief Technology Officer | ||
Joseph Prusz |
43 | Chief Revenue Officer | ||
Aaron Saltz |
40 | General Counsel and Secretary | ||
Adam Soroca |
48 | Head of Global Buyer Team |
Position |
Retainer ($) |
|||
Board Member |
50,000 | (1) | ||
Audit Committee Chair |
20,000 | |||
Compensation Committee Chair |
12,500 | |||
Nominating & Governance Committee Chair |
7,500 | |||
Audit Committee Member |
10,000 | |||
Compensation Committee Member |
5,000 | |||
Nominating & Governance Committee Member |
3,500 | |||
Board Chairman |
50,000 | |||
Lead Director |
15,000 |
(1) | As noted above, effective April 1, 2020, the board member cash retainer was increased to $50,000. |
Name |
Fees Earned or Paid in Cash ($) (1) |
Stock Awards($) (2)(3) |
Option Awards ($) (2)(4) |
Total ($) |
||||||||||||
Frank Addante (5) |
— | — | — | — | ||||||||||||
Paul Caine (6) |
$ | 85,000 | $ | 125,000 | — | $ | 210,000 | |||||||||
Lewis W. Coleman (7) |
— | — | — | — | ||||||||||||
Robert Frankenberg |
$ | 59,500 | $ | 125,000 | — | $ | 184,500 | |||||||||
Sarah P. Harden |
$ | 46,750 | $ | 125,000 | — | $ | 171,750 | |||||||||
Doug Knopper (6) |
$ | 56,100 | $ | 125,000 | — | $ | 181,100 | |||||||||
Rachel Lam (6) |
$ | 53,975 | $ | 125,000 | — | $ | 178,975 | |||||||||
James Rossman (6) |
$ | 55,250 | $ | 125,000 | — | $ | 180,250 | |||||||||
Robert F. Spillane |
$ | 57,375 | $ | 125,000 | — | $ | 182,375 | |||||||||
Lisa L. Troe |
$ | 62,475 | $ | 125,000 | — | $ | 187,475 |
(1) | Consists of annual board retainer and fees for service as Chairman, a committee chair, committee member, or Lead Director, as the case may be. See the narrative disclosure above for a description of such fees. |
(2) | In accordance with the rules of the SEC, these amounts represent the aggregate grant date fair value of the stock awards and option awards granted to the non-employee directors during the fiscal year computed in accordance with ASC 718. Our equity awards valuation approach and related underlying assumptions for awards granted in 2020 are described in Note 2 “Organization and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 13 “Stock-Based Compensation” to the Consolidated Financial Statements in our Annual Report on Form 10-K. The reported amounts do not necessarily reflect the value that may be realized by the non-employee director with respect to the awards, which will depend on future changes in stock value and may be more or less than the amount shown. |
(3) | Stock awards consist of an annual award of 18,436 restricted stock units granted on July 8, 2020 to each director serving on our board at such time, with an aggregate grant date fair market value as described in footnote 2 of $125,000. As of December 31, 2020, the aggregate number of shares of our common stock covered by unvested stock awards held by each of our non-employee directors was as follows: |
Frank Addante |
— | |||
Paul Caine |
18,436 | |||
Lewis W. Coleman |
— | |||
Robert J. Frankenberg |
18,436 | |||
Sarah P. Harden |
56,200 | |||
Doug Knopper |
18,436 | |||
Rachel Lam |
18,436 | |||
Robert F. Spillane |
18,436 | |||
Lisa L. Troe |
18,436 | |||
James Rossman |
18,436 |
(4) | As of December 31, 2020, the aggregate number of shares of our common stock covered by stock options held by each of our non-employee directors was as follows: |
Frank Addante |
— | |||
Paul Caine |
— | |||
Lewis W. Coleman |
— | |||
Robert J. Frankenberg |
86,500 | |||
Sarah P. Harden |
— | |||
Doug Knopper |
— | |||
Rachel Lam |
— | |||
Robert F. Spillane |
86,500 | |||
Lisa L. Troe |
86,500 | |||
James Rossman |
36,066 |
(5) | Mr. Addante resigned from the Board effective April 1, 2020, at the closing of the Telaria Merger. |
(6) | Ms. Lam and Messrs. Caine, Knopper and Rossman were appointed to the Board effective April 1, 2020, at the closing of the Telaria Merger. |
(7) | Mr. Coleman resigned from the Board effective April 1, 2020, at the closing of the Telaria Merger. |
Name |
Position | |
Michael G. Barrett |
President and Chief Executive Officer | |
David L. Day |
Chief Financial Officer | |
Thomas Kershaw |
Chief Technology Officer | |
Katie Evans |
Chief Operating Officer | |
Adam L. Soroca |
Head of Global Buyer Team |
• | Increased revenue by over +40% to $221.6M (compared to $156.4M in 2019); |
• | Improved our profitability and expanded our margins, including a significant increase in our adjusted EBITDA to $43.1M (compared to an adjusted EBITDA of $25.7M in 2019) (see page 54 of our Annual Report on the Original Form 10-K for a reconciliation of net income (loss) to adjusted EBITDA); |
• | Completed the merger with Telaria (closed on April 1, 2020), a leading provider of CTV technology; and |
• | Completed the acquisition of SpotX, Inc. (closed on April 30, 2020), a leading platform shaping CTV and video advertising globally. Following the Telaria Merger and SpotX acquisition, we believe that we are the world’s largest independent omni-channel sell-side advertising platform, offering a single partner for transacting globally across all channels, formats and auction types, and the largest independent programmatic CTV marketplace, making it easier for buyers to reach CTV audiences at scale from industry-leading streaming content providers, broadcasters, platforms and device manufacturers. |
• | Approved increases to base salary or target cash incentive opportunities for named executive officers to reflect the larger scope and responsibilities after the closing of the Telaria transaction and to provide better internal parity; |
• | Approved annual long-term incentive grant values that were closer to competitive market levels of the larger combined company and awarded an additional retention-focused equity grant to Ms. Evans shortly following the closing of the Telaria transaction to recognize the criticality of her role in our success going forward; |
• | Implemented a performance-based equity program for the CEO’s grant in 2020 based on three-year relative total shareholder return (TSR) against the Russell 2000 index; the program requires being above median (55 th percentile) to earn target payout and is capped at 100% payout if share price is negative during the performance period; |
• | Due to the closing of the Telaria transaction in Q2 2020, the compensation committee implemented a bifurcated cash incentive program that included two separate six-month performance periods; this design allowed the compensation committee to establish mid-year goals for the combined company for the second half of the year; the full year cash incentive payouts were slightly below target (approximately 87% of target) driven by a significantly below target first half of the year due to the impact of the COVID-19 pandemic (29.6% of target) and an above target second half of the year (144.4% of target). |
• | Since joining in March 2017, Mr. Barrett has executed several strategic objectives, including removing buy-side fees and embracing open source and transparency, shifting the business towards header bidding, developing Demand Manager for publishers, and completing the merger with Telaria, and more recently acquiring SpotX; |
• | The market’s response to these accomplishments continue to result in significantly outpacing the growth from other ad-tech peers and the Russell 2000; at the end of December 2020, we generated the following annualized returns for stockholders: |
• | +56% (versus +10% for the Russell 2000) from March 2017 (Mr. Barrett’s hire date) through December 31, 2020; |
• | +240% (versus +18% for the Russell 2000) from January 2, 2020 through December 31, 2020 |
• | In 2020, Mr. Barrett’s target pay levels increased to $4.1 million (from $3.7 million in 2019) which is based on Mr. Barrett’s base salary, target cash incentive amount and the grant date fair value of his equity awards to (i) recognize the stellar overall company performance through 2019 under Mr. Barrett’s leadership and (ii) provide a target total pay opportunity more closely in line with competitive market levels after the combination with Telaria and increased scope of Mr. Barrett’s role with a scaled company |
What We Do: |
What We Don’t Do: | |
✓ Provide a significant portion of CEO pay that is “at-risk” (87% of 2020 target direct compensation was based on financial or share price performance) (with target direct compensation determined based on the CEO’s annual base salary, target cash incentive amount, and the grant date fair value of his equity awards)✓ Utilize a formulaic incentive structure in our annual incentive program and limit the use of discretion, as well as limit the maximum annual incentive payment to 150% of the target amount ✓ Maintain an ownership and holding requirement policy to encourage alignment with stockholders ✓ Incorporate performance-based equity for our CEO based on outperforming the market ✓ Employ a clawback policy to allow the company to recover any performance-based compensation later proven unearned ✓ Retain an independent compensation consultant to advise the compensation committee ✓ Consider feedback from stockholders as part of the compensation committee’s annual program review |
× No single-trigger change in control benefits × No gross-ups for change in control benefits× No discounted stock options or option re-pricings × No excessive perquisites × No hedging of our equity securities |
Fiscal 2020 Peer Group |
||||
Cardlytics, Inc. |
Marchex, Inc. | TechTarget, Inc. | ||
ChannelAdvisor Corporation |
MobileIron, Inc. | Telaria Inc. | ||
Digital Turbine, Inc. |
Model N, Inc. | Telenav, Inc. | ||
EverQuote, Inc. |
PROS Holdings, Inc. | The Trade Desk, Inc.. | ||
Fluent, Inc.. |
SPS Commerce | TrueCar, Inc. | ||
Leaf Group Ltd. |
Synacor, Inc. | Varonis Systems |
• | base salaries; |
• | annual performance-based cash awards; |
• | equity-based incentive awards; and |
• | certain additional employee benefits. |
Name |
2019 Annual Base Salary |
2020 Annual Base Salary |
Percent Increase (%) | |||||||
Michael Barrett |
$ | 515,000 | $ | 550,000 | 6.8% | |||||
David Day |
$ | 400,000 | $ | 430,000 | 7.5% | |||||
Thomas Kershaw |
$ | 425,000 | $ | 500,000 | 17.6% | |||||
Katie Evans |
$ | 390,000 | $ | 400,000 | 2.6% | |||||
Adam Soroca |
$ | 325,000 | $ | 375,000 | 15.4% |
Name |
2019 Annual Target % of Base Salary |
2020 Annual Target % of Base Salary |
||||||
Michael Barrett |
100 | % | 100 | % | ||||
David Day |
65 | % | 70 | % | ||||
Thomas Kershaw |
65 | % | 70 | % | ||||
Katie Evans |
75 | % | 75 | % | ||||
Adam Soroca |
70 | % | 70 | % |
Performance Goal |
Metric Weight |
Threshold (50% payout) |
Target (100% payout) |
Maximum (150% payout) |
1H 2020 Actual Result | |||||||
Revenue |
50 | % | $62.2 million | $82.9 million | $103.6 million | $65.6 million (59.22%payout) | ||||||
Adjusted EBITDA less Capital Expenditures |
50 | % | ($6.39 million) | $0.5 million | $14.88 million | ($0.68 million) (0% payout) |
Name |
1H20 Bonus Target |
1H 20 Bonus % Earned |
1H20 Bonus Paid |
|||||||||
Michael Barrett |
$ | 266,250 | 29.61 | % | $ | 78,837 | ||||||
David Day |
$ | 140,250 | 29.61 | % | $ | 41,528 | ||||||
Thomas Kershaw |
$ | 156,250 | 29.61 | % | $ | 46,266 | ||||||
Katie Evans |
$ | 150,000 | 29.61 | % | $ | 44,415 | ||||||
Adam Soroca |
$ | 121,875 | 29.61 | % | $ | 36,087 |
Performance Goal |
Metric Weight |
Threshold (50% payout) |
Target (100% payout) |
Maximum (150% payout) |
2H 2020 Actual Result | |||||
Revenue |
35% | $83.4 million | $111.2 million | $139 million | $143.0 million (150% payout) | |||||
CTV Revenue |
15% | $18.2 million | $24.3 million | $36.5 million | $26.4 million (113% payout) | |||||
Adjusted EBITDA less Capital Expenditures |
50% | $(11.9 million) | $(2.9) million | $7.15 million | $28.6 million (150% payout) |
Name |
2H20 Bonus Target |
2H20 Bonus % Earned |
2H20 Bonus Paid |
|||||||||
Michael Barrett |
$ | 275,000 | 144.46 | % | $ | 397,265 | ||||||
David Day |
$ | 150,500 | 144.46 | % | $ | 217,412 | ||||||
Thomas Kershaw |
$ | 175,000 | 144.46 | % | $ | 252,805 | ||||||
Katie Evans |
$ | 150,000 | 144.46 | % | $ | 216,690 | ||||||
Adam Soroca |
$ | 131,250 | 144.46 | % | $ | 189,604 |
Name |
Number of Stock Options Granted |
Number of RSUs Granted |
Target Number of PSUs Granted |
|||||||||
Michael Barrett |
231,568 | 175,992 | 146,341 | |||||||||
David Day |
115,784 | 153,993 | — | |||||||||
Thomas Kershaw |
115,784 | 153,993 | — | |||||||||
Katie Evans |
69,470 | 92,396 | — | |||||||||
Adam Soroca |
84,908 | 112,928 | — |
Magnite Relative TSR Ranking vs. Russell 2000 Index |
Vesting % of Target Number of PSUs | |
80 th Percentile or Higher |
150% | |
55 th Percentile |
100% | |
20 th Percentile |
25% | |
Below 20 th Percentile |
0% |
Name and Principal Position |
Year |
Salary ($) |
Bonus ($) |
Stock Awards ($) (1) |
Option Awards ($) (1) |
Non-Equity Incentive Plan Compensation ($) (2) |
All Other Compensation ($) |
Total ($) |
||||||||||||||||||||||||
Michael Barrett |
2020 | 458,750 | (3) |
1,829,238 | 740,068 | 476,102 | 8,747 | (4) |
3,512,905 | |||||||||||||||||||||||
President and CEO |
2019 | 515,000 | — | 1,799,000 | 883,827 | 609,503 | 5,735 | 3,813,065 | ||||||||||||||||||||||||
2018 | 515,000 | — | 689,500 | 327,468 | 515,000 | 5,006 | 2,051,974 | |||||||||||||||||||||||||
David Day |
2020 | 422,500 | 813,083 | 370,034 | 258,940 | 12,575 | (5) |
1,877,132 | ||||||||||||||||||||||||
Chief Financial Officer |
2019 | 400,000 | — | 924,960 | 454,019 | 307,710 | 28,540 | 2,115,229 | ||||||||||||||||||||||||
2018 | 400,000 | 100,000 | (6) |
334,108 | 45,646 | 260,000 | 28,571 | 1,168,325 | ||||||||||||||||||||||||
Thomas Kershaw |
2020 | 481,250 | 813,083 | 370,034 | 299,071 | 7,185 | (7) |
1,970,623 | ||||||||||||||||||||||||
Chief Technology Officer |
2019 | 425,000 | — | 1,028,280 | 504,779 | 325,463 | 5,735 | 2,289,257 | ||||||||||||||||||||||||
2018 | 425,000 | 150,000 | (8) |
675,189 | 94,602 | 275,000 | 5,650 | 1,625,441 | ||||||||||||||||||||||||
Adam Soroca |
2020 | 362,500 | 596,260 | 271,357 | 225,691 | 6,195 | (9) |
1,462,003 | ||||||||||||||||||||||||
Head of Global Buyer Team |
2019 | 325,000 | — | 772,440 | 377,879 | 266,288 | 7,682 | 1,749,289 | ||||||||||||||||||||||||
Katie Evans |
2020 | 271,437 | (10) |
44,415 | (11) |
1,029,906 | 222,019 | 216,690 | 15,593 | (12) |
1,800,060 | |||||||||||||||||||||
Chief Operating Officer |
(1) | In accordance with the rules of the SEC, these amounts represent the aggregate grant date fair value of the stock awards and option awards granted to the named executive officer during the applicable fiscal year computed in accordance with ASC 718. Magnite’s equity awards valuation approach and related underlying assumptions for awards granted in 2020 are described in Note 2 “Organization and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 13 “Stock-Based Compensation” to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K (and the assumptions for awards granted prior to 2020 are set forth in the corresponding notes in the Annual Report on Form 10-K for the applicable fiscal year). The reported amounts do not necessarily reflect the value that may be realized by the executive with respect to the awards, which will depend on future changes in stock value and may be more or less than the amount shown. |
(2) | Cash incentive amounts earned by the named executive officers for service during the year, including amounts paid subsequent to that year based upon performance during that year. As discussed in the Compensation Discussion and Analysis section above, for 2020, the compensation committee approved a bifurcated structure for the 2020 Executive Bonus Plan with independent goals set for each of the first half of the fiscal year (“1H20”) and second half of the fiscal year (“2H20”). The first half of 2020, 1H20, was measured from January to June of 2020. The named executive officers were measured against legacy Rubicon Project 1H20 targets (or legacy Telaria 1H2020 targets for Ms. Evans), with the first half bonus payout based on H1 results. The second half of 2020, 2H20, was measured from July to December 2020 with goals set in July 2020 based on combined company results. |
(3) | Mr. Barrett’s salary was temporarily reduced from $550,000 to $385,000 in response to business challenges associated with the COVID-19 pandemic. |
(4) | Includes 401(k) plan matching contributions, contributions to life insurance premiums and work-from-home stipend. |
(5) | Includes 401(k) plan matching contributions, contributions to life insurance premiums, transportation reimbursement and work-from-home stipend. |
(6) | Represents a $100,000 retention bonus that vested during the applicable year. |
(7) | Includes 401(k) plan matching contributions, contributions to life insurance premiums and work-from-home stipend. |
(8) | Represents a $150,000 retention bonus that vested during the applicable year. |
(9) | Includes 401(k) plan matching contributions, contributions to life insurance premiums, transit benefit plan matching contributions and work-from-home stipend. |
(10) | Ms. Evans commenced employment with the company on April 1, 2020 with an annual base salary of $400,000. |
(11) | For 1H 2020, Ms. Evans’ did not earn any incentive compensation pursuant to the terms of her legacy Telaria 1H incentive compensation plan. The compensation committee approved payout of 29.61% of Ms. Evans’ 1H target bonus in order to align with other executives. |
(12) | Includes 401(k) plan matching contributions, contributions to life insurance premiums and work-from-home stipend. |
Estimated Future Payouts Under Non-Equity Incentive Plan Awards |
Estimated Future Payouts Under Equity Incentive Plan Awards |
All Other Stock Awards: Number of Shares of Stock or Units |
All Other Option Awards: Number of Securities Underlying Options |
Exercise or Base Price of Option Awards ($/Sh) |
Grant Date Fair Value of Stock and Option Awards (1) |
|||||||||||||||||||||||||||||||||||||||
Name |
Grant Date |
Threshold ($) |
Target ($) |
Maximum ($) |
Threshold |
Target |
Maximum |
|||||||||||||||||||||||||||||||||||||
Michael Barrett |
— |
257,500 | 515,000 | 772,500 | ||||||||||||||||||||||||||||||||||||||||
4/1/2020 | — |
— |
— |
175,992 | — | — |
929,238 | |||||||||||||||||||||||||||||||||||||
4/1/2020 | — |
— |
— |
231,568 | 5.28 | 740,068 | ||||||||||||||||||||||||||||||||||||||
4/1/2020 | (2) |
— |
— |
— |
36,585 | 146,341 | 219,511 | 900,000 | ||||||||||||||||||||||||||||||||||||
David Day |
— |
150,500 | 301,000 | 451,500 | ||||||||||||||||||||||||||||||||||||||||
4/1/2020 | — |
— |
— |
153,993 | — | — |
813,083 | |||||||||||||||||||||||||||||||||||||
4/1/2020 | — |
— |
— |
— | 115,784 | 5.28 | 370,034 | |||||||||||||||||||||||||||||||||||||
Thomas Kershaw |
— |
175,000 | 350,000 | 525,000 | ||||||||||||||||||||||||||||||||||||||||
4/1/2020 | — |
— |
— |
153,993 | — |
— |
813,083 | |||||||||||||||||||||||||||||||||||||
4/1/2020 | — |
— |
— |
— |
115,784 | 5.28 | 370,034 | |||||||||||||||||||||||||||||||||||||
Adam Soroca |
— |
131,250 | 262,500 | 393,750 | ||||||||||||||||||||||||||||||||||||||||
4/1/2020 | — | — | — | 112,928 | — | — | 596,260 | |||||||||||||||||||||||||||||||||||||
4/1/2020 | — | — | — | — | 84,908 | 5.28 | 271,357 | |||||||||||||||||||||||||||||||||||||
Katie Evans |
— | 150,000 | 300,000 | 450,000 | ||||||||||||||||||||||||||||||||||||||||
4/1/2020 | — | — | — | 195,058 | — | — | 1,029,906 | |||||||||||||||||||||||||||||||||||||
4/1/2020 | — | — | — | — | 69,470 | 5.28 | 222,019 |
(1) | In accordance with the rules of the SEC, these amounts represent the aggregate grant date fair value of the stock awards and option awards granted to the named executive officer during 2020 computed in accordance with ASC 718. Our equity awards valuation approach and related underlying assumptions for awards granted in 2020 are described in Note 2 “Organization and Summary of Significant Accounting Policies-Stock-Based Compensation” and Note 13 “Stock-Based Compensation” to the Consolidated Financial Statements in our Annual Report on Form 10-K. The reported amounts do not necessarily reflect the value that may be realized by the executive with respect to the awards, which will depend on future changes in stock value and may be more or less than the amount shown. |
(2) | Grant of a performance stock unit. The award is eligible to vest as to 0% to 150% of the target number of shares, based on the issuer’s total stockholder return for the three-year period beginning on the grant date of the award relative to the TSRs of the companies in the Russell 2000 index over that period. |
Option Awards |
Stock Awards |
PSU Awards |
||||||||||||||||||||||||||||||||||
Name |
Grant Date |
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 ($) (1) |
Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) |
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (1) |
|||||||||||||||||||||||||||
Michael Barrett |
4/1/20 | — | 231,568 | (2) |
5.28 | 4/1/30 | ||||||||||||||||||||||||||||||
2/22/19 | 137,500 | 162,500 | (3) |
5.14 | 2/22/29 | |||||||||||||||||||||||||||||||
3/15/18 | 212,500 | 87,500 | (4) |
1.97 | 3/15/28 | |||||||||||||||||||||||||||||||
3/17/17 | 643,275 | 42,885 | (5) |
5.80 | 3/17/27 | |||||||||||||||||||||||||||||||
4/1/20 | 175,992 | (6) |
5,404,714 | |||||||||||||||||||||||||||||||||
4/1/20 | 219,511 | (7) |
6,741,183 | |||||||||||||||||||||||||||||||||
2/22/19 | 196,875 | (8) |
6,046,031 | |||||||||||||||||||||||||||||||||
3/15/18 | 54,688 | (9) |
1,679,468 | |||||||||||||||||||||||||||||||||
3/17/17 | 114,495 | (10) |
3,516,141 | |||||||||||||||||||||||||||||||||
David Day |
4/1/20 | — | 115,784 | (2) |
5.28 | 4/1/30 | ||||||||||||||||||||||||||||||
2/20/19 | 10,062 | 87,209 | (3) |
4.92 | 2/20/29 | |||||||||||||||||||||||||||||||
3/15/18 | 7,841 | 12,197 | (4) |
1.97 | 3/15/28 | |||||||||||||||||||||||||||||||
3/15/17 | 6,031 | 1,341 | (11) |
6.06 | 3/15/27 | |||||||||||||||||||||||||||||||
5/19/15 | 9,300 | — | 16.75 | 5/19/25 | ||||||||||||||||||||||||||||||||
4/1/20 | 153,993 | (12) |
4,729,125 | |||||||||||||||||||||||||||||||||
2/20/19 | 105,750 | (13) |
3,247,583 | |||||||||||||||||||||||||||||||||
3/15/18 | 15,246 | (14) |
468,205 | |||||||||||||||||||||||||||||||||
3/15/17 | 2,346 | (15) |
72,046 | |||||||||||||||||||||||||||||||||
Thomas Kershaw |
4/1/20 | — | 115,784 | (2) |
5.28 | 4/1/30 | ||||||||||||||||||||||||||||||
2/20/19 | 82,041 | 96,959 | (3) |
4.92 | 2/20/29 | |||||||||||||||||||||||||||||||
3/15/18 | 7,917 | 25,278 | (4) |
1.97 | 3/15/28 | |||||||||||||||||||||||||||||||
3/15/17 | 12,889 | 2,778 | (11) |
6.06 | 3/15/27 | |||||||||||||||||||||||||||||||
4/1/20 | 153,993 | (12) |
4,729,125 | |||||||||||||||||||||||||||||||||
2/20/19 | 117,563 | (16) |
3,610,360 | |||||||||||||||||||||||||||||||||
3/15/18 | 31,597 | (17) |
970,344 | |||||||||||||||||||||||||||||||||
3/15/17 | 4,862 | (15) |
149,312 |
Option Awards |
Stock Awards |
PSU Awards |
||||||||||||||||||||||||||||||||||
Name |
Grant Date |
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 ($) (1) |
Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) |
Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) (1) |
|||||||||||||||||||||||||||
Adam Soroca |
4/1/20 | — | 84,908 | (2) |
5.28 | 4/1/30 | ||||||||||||||||||||||||||||||
2/20/19 | 58,264 | 72,584 | (3) |
4.92 | 2/20/29 | |||||||||||||||||||||||||||||||
3/15/18 | 23,819 | 12,288 | (4) |
1.97 | 3/15/28 | |||||||||||||||||||||||||||||||
4/1/20 | 112,928 | (18) |
3,468,019 | |||||||||||||||||||||||||||||||||
2/20/19 | 88,313 | (19) |
2,712,092 | |||||||||||||||||||||||||||||||||
3/15/18 | 15,360 | (20) |
471,706 | |||||||||||||||||||||||||||||||||
7/14/17 | 6,563 | (21) |
201,550 | |||||||||||||||||||||||||||||||||
Katie Evans |
2/3/11 | 1,442 | — | 3.96 | 2/3/21 | |||||||||||||||||||||||||||||||
6/8/11 | 1,442 | — | 3.96 | 6/8/21 | ||||||||||||||||||||||||||||||||
7/26/12 | 2,884 | — | 4.64 | 7/26/22 | ||||||||||||||||||||||||||||||||
7/19/12 | 2,884 | — | 4.64 | 7/19/22 | ||||||||||||||||||||||||||||||||
3/5/13 | 7,212 | — | 5.46 | 3/5/23 | ||||||||||||||||||||||||||||||||
7/31/13 | 5,410 | — | 7.74 | 7/31/23 | ||||||||||||||||||||||||||||||||
12/5/13 | 22,971 | — | 3.95 | 12/5/23 | ||||||||||||||||||||||||||||||||
2/27/18 | 39,763 | 16,374 | (22) |
3.61 | 2/27/28 | |||||||||||||||||||||||||||||||
2/28/19 | 15,376 | 18,170 | (23) |
5.16 | 2/28/29 | |||||||||||||||||||||||||||||||
4/1/20 | — | 69,470 | (2) |
5.28 | 4/1/30 | |||||||||||||||||||||||||||||||
2/24/17 | 33,812 | (24) |
1,038,367 | |||||||||||||||||||||||||||||||||
2/27/18 | 13,871 | (25) |
425,978 | |||||||||||||||||||||||||||||||||
2/28/19 | 37,569 | (26) |
1,153,744 | |||||||||||||||||||||||||||||||||
4/1/20 | 92,396 | (27) |
2,837,481 | |||||||||||||||||||||||||||||||||
4/1/20 | 102,662 | (28) |
3,152,750 |
(1) | In accordance with the rules of the SEC, the values represent the product of the number of shares that have not vested and $30.71, which was the closing market price of our common stock on December 31, 2020. The reported amount does not necessarily reflect the value that may be realized by the individual because the awards vest over a specified period of time from the date of grant contingent upon continued employment and, in the case of PSUs, the issuer’s total stockholder return over the performance period, and the actual amount received upon sale of shares will depend upon the fair market value of the shares at the times they are sold. |
(2) | These stock options vest (or vested) with respect to 25% of the underlying shares on April 1, 2021 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months. |
(3) | These stock options vest (or vested) with respect to 25% of the underlying shares on February 1, 2020 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months. |
(4) | These stock options vest (or vested) with respect to 25% of the underlying shares on February 1, 2019 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months. |
(5) | These stock options vest (or vested) with respect to 25% of the underlying shares on March 17, 2018 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months. |
(6) | These RSUs vest as follows: 47,664 shares on May 15, 2021, 11,000 on each August 15, November 15, February 15, and May 15 thereafter until February 15, 2024 and 7,328 on May 15, 2024. |
(7) | The vesting of this PSU will be determined based on the issuer’s total stockholder return (“TSR”) for the three-year period beginning on the grant date of the award relative to the TSRs of the companies in the Russell 2000 index over that period. The award is eligible to vest as to 0% to 150% of the target number of performance-based restricted stock units. Number of shares reflects maximum achievement, based on performance to date. |
(8) | These RSUs vest as follows: 43,750 shares on May 15, 2021 and each November 15 and May 15 thereafter until November 15, 2022, and with respect to 21,875 of such shares on May 15, 2023. |
(9) | These RSUs vest as follows: 21,875 shares on each of May 15 and November 15, 2021; and with respect to 10,938 of such shares on May 15, 2022. |
(10) | These RSUs vest on May 15, 2021. |
(11) | These stock options vest (or vested) with respect to 25% of the underlying shares on February 1, 2018 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months. |
(12) | These RSUs vest as follows: 41,706 shares on May 15, 2021, 9,625 on each August 15, November 15, February 15, and May 15 thereafter until February 15, 2024 and 6,412 shares on May 15, 2024. |
(13) | These RSUs vest with respect to the underlying shares 23,500 shares on each of May 15, 2021, November 15, 2021, May 15, 2022 and November 15, 2022 and 11,750 of such shares on May 15, 2023. |
(14) | These RSUs vest with respect to 6,098 on each of May 15 and November 15, 2021; and with respect to 3,050 of such shares on May 15, 2022. |
(15) | These RSUs vest on May 15, 2021. |
(16) | These RSUs vest with respect to 26,125 shares on each November 15 and May 15 hereafter until November 15, 2022, and with respect to 13,063 of such shares on May 15, 2023. |
(17) | These RSUs vest with respect to 12,639 of the underlying shares on each of May 15 and November 15, 2021; and with respect to 6,319 of such shares on May 15, 2022. |
(18) | These RSUs vest as follows: 30,585 shares on May 15, 2021, 7,058 shares on each August 15, November 15, February 15, and May 15 thereafter until February 15, 2024 and 4,705 shares on May 15, 2024. |
(19) | These RSUs vest with respect to 19,625 shares on each November 15 and May 15 hereafter until November 15, 2022, and with respect to 9,813 of such shares on May 15, 2023. |
(20) | These RSUs vest with respect to 6,144 of the underlying shares on each of May 15 and November 15, 2021, and with respect to 3,072 of such shares on May 15, 2022. |
(21) | These RSUs vest with respect to 4,375 on May 15, 2021, and with respect to 2,188 of such shares on November 15, 2021. |
(22) | These stock options vest (or vested) with respect to 25% of the underlying shares on February 14, 2019 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months. |
(23) | These stock options vest (or vested) with respect to 25% of the underlying shares on February 14, 2020 and with respect to the remaining 75% of the underlying shares in equal monthly installments over the following 36 months. |
(24) | These RSUs vested on February 14, 2021. |
(25) | These RSUs vested or will vest in two equal installments on each of February 14, 2021 and February 14, 2022. |
(26) | These RSUs vested or will vest in three equal installments on each of February 14, 2021, February 14, 2022 and February 14, 2023. |
(27) | These RSUs vest as follows: 25,024 shares on May 15, 2021, 5,775 shares on each August 15, November 15 and February 15 thereafter until February 15, 2024, and 3,847 shares on May 15, 2024. |
(28) | These RSUs vested or will vest in two equal installments on each of April 1, 2021 and April 1, 2022. |
Option Awards |
Stock Awards |
|||||||||||||||
Name |
Number of Shares Acquired on Exercise(#) |
Value Realized on Exercise ($) (1) |
Number of Shares Acquired on Vesting (#) |
Value Realized on Vesting ($) (2) |
||||||||||||
Michael Barrett |
— | — | 559,159 | 4,435,712 | ||||||||||||
David Day |
250,303 | 1,665,177 | 155,703 | 1,250,574 | ||||||||||||
Thomas Kershaw |
131,000 | 422,390 | 267,409 | 2,251,539 | ||||||||||||
Adam Soroca |
9,175 | 90,030 | 189,725 | 1,668,677 | ||||||||||||
Katie Evans |
528 | 2,619 | 13,525 | 99,544 |
(1) | The value realized upon the exercise of a stock option is calculated by multiplying (i) the number of shares of our common stock to which the exercise of the option related, by (ii) the difference between the per-share closing price of our common stock on the date the stock option was exercised and the per-share exercise price of the options. |
(2) | The value realized upon the vesting of a stock award is calculated by multiplying (i) the number of shares of our common stock that vested, by (ii) the per-share closing price of our common stock on the vesting date. Represents the gross value realized prior to any applicable tax withholding. |
Name |
Cash Severance ($) (2) |
Pro-Rata Bonus ($) (3) |
Continued Health Insurance Coverage ($) (4) |
Value of Accelerated Vesting of Equity Awards ($) (5) |
Total ($) |
|||||||||||||||
Michael Barrett |
1,100,000 | 275,000 | 34,060 | 34,767,402 | 36,176,462 | |||||||||||||||
David Day |
731,000 | 150,500 | 34,060 | 14,094,063 | 15,009,623 | |||||||||||||||
Thomas Kershaw |
500,000 | 175,000 | 17,030 | 15,699,068 | 16,391,098 | |||||||||||||||
Adam Soroca |
162,500 | 131,250 | 17,030 | 11,237,675 | 11,548,455 | |||||||||||||||
Katie Evans |
400,000 | 150,000 | 17,030 | 3,526,068 | 4,093,098 |
(1) | As discussed above, in December 2019, in connection with the approval of the merger agreement between us and Telaria, our board approved the modification of the severance agreements with our named executive officers (other than with respect to Ms. Evans, who commenced employment on April 1, 2020) to provide that if the executive officer had |
been terminated in connection with or within 13 months following the closing of the merger between us and Telaria on April 1, 2020, the executive officer would have been entitled to the enhanced change in control severance benefits described in this paragraph. In addition, the consummation of the Telaria Merger represented a change of control of Telaria for purposes of Ms. Evans’ severance agreement with respect to any equity that had been granted to Ms. Evans prior to the Telaria Merger. Accordingly, the amounts above reflect enhanced change of control severance benefits. |
(2) | The cash severance amount included in the table above is equal to 12 months base salary plus target bonus (in the case of Messrs. Barrett and Day), 12 months base salary (in the case of Ms. Evans or Mr. Kershaw) or 6 months base salary (in the case of Mr. Soroca). |
(3) | For 2020, the compensation committee approved a bi-furcated bonus plan for 1H 2020 and 2H 2020. The pro-rata bonus amount included in the table above is equal to the executive’s target bonus for 2H 2020. |
(4) | The executive is entitled to continuation of group health insurance coverage or reimbursement of premiums for the executive and his dependents for a specified period (12 months for Messrs. Barrett and Day and Ms. Evans, and 6 months for Messrs. Kershaw and Soroca). |
(5) | The equity acceleration amount included in the table represents the value of the equity awards that would vest in connection with the termination of the executive’s employment. The value of the accelerated options and RSUs presented in the table is calculated based on our closing stock price on December 31, 2020 of $30.71 and, in the case of the accelerated options, less the exercise price of the options. |
Name |
Cash Severance ($) (1) |
Pro-Rata Bonus ($) (2) |
Continued Health Insurance Coverage ($) (3) |
Value of Accelerated Vesting of Equity Awards ($) (4) |
Total ($) |
|||||||||||||||
Michael Barrett |
1,100,000 | 275,000 | 34,060 | 34,767,402 | 36,176,462 | |||||||||||||||
David Day |
731,000 | 150,500 | 34,060 | 14,094,063 | 15,009,623 | |||||||||||||||
Thomas Kershaw |
500,000 | 175,000 | 17,030 | 15,699,068 | 16,391,098 | |||||||||||||||
Adam Soroca |
162,500 | 131,250 | 17,030 | 11,237,675 | 11,548,455 | |||||||||||||||
Katie Evans |
400,000 | 150,000 | 17,030 | 11,282,921 | 11,849,951 |
(1) | The cash severance amount included in the table above is equal to 12 months base salary plus target bonus (in the case of Messrs. Barrett and Day), 12 months base salary (in the case of Ms. Evans or Mr. Kershaw) or 6 months base salary (in the case of Mr. Soroca). |
(2) | For 2020, the compensation committee approved a bi-furcated bonus plan for 1H 2020 and 2H 2020. The pro-rata bonus amount included in the table above is equal to the executive’s target bonus for 2H 2020. |
(3) | The executive is entitled to continuation of group health insurance coverage or reimbursement of premiums for the executive and his dependents for a specified period (12 months for Messrs. Barrett and Day and Ms. Evans, and 6 months for Messrs. Kershaw and Soroca). |
(4) | The equity acceleration amount included in the table represents the value of the equity awards that would vest in connection with the termination of the executive’s employment. The value of the accelerated options and RSUs presented in the table is calculated based on our closing stock price on December 31, 2020 of $30.71, and, in the case of the accelerated options, less the exercise price of the options. |
Plan Category |
Number of Securities to be Issued Upon Exercise of Outstanding Options and Rights |
Weighted- average Exercise Price of Outstanding Options and Rights (4) |
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (a)) |
|||||||||
(a) | (b) | (c) | ||||||||||
Equity Compensation Plans Approved by Stockholders (1) |
9,961,429 | $ | 6.44 | 4,125,561 | (5) | |||||||
Equity Compensation Plans Not Approved by Stockholders (2) |
6,166,099 | $ | 4.82 | 7,629,133 | (6) | |||||||
|
|
|
|
|||||||||
Total |
16,127,528 | (3) |
$ | 5.61 | 11,754,694 |
(1) | Consists of our 2007 Stock Incentive Plan, 2014 Equity Incentive Plan, and 2014 Employee Stock Purchase Plan. |
(2) | Consists of our 2014 Inducement Grant Equity Incentive Plan, the nToggle, Inc. 2014 Equity Incentive Plan, and the Telaria Plans, each described below. |
(3) | Represents 6,695,155 shares to be issued upon exercise of outstanding options and 9,432,373 shares subject to outstanding unvested restricted stock units. Includes 146,341 performance related restricted stock units that vest based on certain stock price performance metrics. Between 0% and 150% of the performance stock units will vest on the third anniversary of its grant date. |
(4) | Represents the weighted-average exercise price of outstanding options. Shares subject to outstanding unvested restricted stock units and performance-based stock units become issuable upon vesting without any exercise price or other cash consideration required. |
(5) | Consists of 2,076,397 shares that were available for future issuance under the 2014 Equity Incentive Plan and 2,049,164 shares that were available for future issuance under the 2014 Employee Stock Purchase Plan as of December 31, 2020, including 263,750 shares subject to purchase during the offering periods in effect as of December 31, 2020. On January 1, 2021, an additional 5,701,427 shares became available for future issuance under the 2014 Equity Incentive Plan and an additional 1,140,285 shares became available for issuance under the 2014 Employee Stock Purchase Plan, both pursuant to the plan’s evergreen provisions. |
(6) | Shares available for future issuance under the 2014 Inducement Grant Equity Incentive Plan and the Telaria, Inc. 2013 Equity Incentive Plan as of December 31, 2020. |
• | each stockholder or group of stockholders known by us to be the beneficial owner of more than 5% of our outstanding equity interests; |
• | each of our directors and director nominees; |
• | each of our named executive officers; and |
• | all of our current directors and executive officers as a group. |
Name and Address of Beneficial Owner (1) |
Shares of Common Stock (2) |
Percent |
||||||
5% Stockholders |
|
|
|
|
|
| ||
RTL US Holding Inc. (3) |
12,374,315 | 9.6 | ||||||
BlackRock, Inc. (4) |
8,030,030 | 6.2 | ||||||
Named Executive Officers |
|
|
|
|
|
| ||
Michael Barrett (5) |
2,201,376 | 1.7 | ||||||
David Day (6) |
136,033 | * | ||||||
Thomas Kershaw (7) |
391,083 | * | ||||||
Katie Evans (8) |
348,252 | * | ||||||
Adam Soroca (9) |
309,308 | * |
Directors and Director Nominees |
||||||||
Paul Caine |
166,172 | * | ||||||
Robert J. Frankenberg (10) |
152,986 | * | ||||||
Sarah P. Harden (11) |
53,626 | * | ||||||
Doug Knopper |
92,884 | * | ||||||
Rachel Lam |
156,891 | * | ||||||
James Rossman (12) |
303,191 | * | ||||||
Robert F. Spillane (13) |
152,986 | * | ||||||
Lisa L. Troe (14) |
147,836 | * | ||||||
All Current Executive Officers and Directors as a Group (16 persons) (15) |
5,334,179 | 4.1 |
* | Indicates ownership of less than one percent. |
(1) | Except as noted, the address of the named beneficial owner is c/o Magnite, Inc., 6080 Center Drive, 4th Floor, Los Angeles, California 90045. |
(2) | The number of shares beneficially owned by each stockholder is determined under rules promulgated by the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes shares (i) as to which the individual or entity has sole or shared voting power or investment power, and (ii) the individual owns or has the right to acquire beneficial ownership of within 60 days of May 4, 2021. Shares not owned but which the individual has the right to acquire beneficial ownership within 60 days of May 4, 2021 are included in the numerator and denominator for that specific individual in calculating that individual’s beneficial ownership percentage, but not deemed outstanding in the aggregate for computing the ownership percentage for others. |
(3) | At the closing of the acquisition SpotX, Inc. on April 30, 2021, we issued 12,374,315 shares to RTL US Holdings Inc. |
(4) | Beneficial ownership is based solely on the Schedule 13G/A filed with SEC on January 29, 2021 by BlackRock, Inc. (“BlackRock”) with respect to our common stock. The Schedule 13G/A states that BlackRock has sole voting power as to 7,873,494 shares and sole dispositive power as to 8,030,030 shares. The address for BlackRock is 55 East 52nd Street, New York, NY 10055. |
(5) | Includes 227,784 restricted stock units that will vest within 60 days of May 4, 2021 and 1,196,025 shares issuable pursuant to outstanding stock options exercisable by Mr. Barrett within 60 days of May 4, 2021, of which 1,161,376 were fully vested as of May 4, 2021. |
(6) | Includes 73,650 restricted stock units that will vest within 60 days of May 4, 2021 and 62,383 shares issuable pursuant to outstanding stock options exercisable by Mr. Day within 60 days of May 4, 2021, of which 49,109 were fully vested as of May 4, 2021. |
(7) | Includes 85,332 restricted stock units that will vest within 60 days of May 4, 2021 and 130,550 shares issuable pursuant to outstanding stock options exercisable by Mr. Kershaw within 60 days of May 4, 2021, of which 114,656 were fully vested as of May 4, 2021. |
(8) | Includes 25,024 restricted stock units that will vest within 60 days of May 4, 2021 and 130,859 shares issuable pursuant to outstanding stock options exercisable by Ms. Evans within 60 days of May 4, 2021, of which 124,228 were fully vested as of May 4, 2021. |
(9) | Includes 60,729 restricted stock units that will vest within 60 days of May 4, 2021 and 130,632 shares issuable pursuant to outstanding stock options exercisable by Mr. Soroca within 60 days of May 4, 2021, of which 119,755 were fully vested as of May 4, 2021. |
(10) | Includes 86,500 shares issuable pursuant to outstanding stock options exercisable by Mr. Frankenberg within 60 days of May 4, 2021, all of which were fully vested as of such date. |
(11) | Includes 18,882 restricted stock units that will vest within 60 days of May 4, 2021. |
(12) | Includes 36,066 shares issuable pursuant to outstanding stock options exercisable by Mr. Rossman within 60 days of May 4, 2021, all of which were fully vested as of such date. |
(13) | Includes 86,500 shares issuable pursuant to outstanding stock options exercisable by Mr. Spillane within 60 days of May 4, 2021, all of which were fully vested as of such date. |
(14) | Includes 86,500 shares issuable pursuant to outstanding stock options exercisable by Ms. Troe within 60 days of May 4, 2021, all of which were fully vested as of such date. |
(15) | Includes 560,565 restricted stock units that will vest within 60 days of May 4, 2021 and 2,246,360 shares issuable pursuant to outstanding stock options exercisable within 60 days of May 4, 2021, of which 2,148,972 were fully vested as of such date. |
• | the terms of the transaction as compared to terms available for a similar transaction with a non-related party; |
• | the extent of the related person’s interest in the transaction; |
• | the disclosure requirements associated with the transaction; |
• | the effect of the transaction upon the independence of any director involved; |
• | the effect of the transaction upon the ability of the related person to fulfill his or her duties to the company; and |
• | the appearance of the transaction. |
Fee Category |
2020 |
2019 |
||||||
Audit Fees (1) |
$ | 1,985,000 | $ | 932,775 | ||||
Audit-Related Fees (2) |
62,876 | 325,289 | ||||||
Tax Fees (3) |
— | — | ||||||
All Other Fees (4) |
253,320 | 3,790 | ||||||
|
|
|
|
|||||
Total |
$ | 2,301,196 | $ | 1,261,854 | ||||
|
|
|
|
(1) | Audit Fees cover professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q, and services normally provided by the accountant in connection with statutory and regulatory filings or engagements. |
(2) | Audit-Related Fees cover assurance and related services that are reasonably related to the performance of audit or review of our financial statements and not reported as Audit Fees. |
(3) | Tax Fees cover tax compliance, advice, and planning services and consist primarily of review of consolidated federal income tax returns and foreign tax issues. |
(4) | All Other Fees 2019 related to license fees for accounting research software. All Other Fees in 2020 are related to license fees for accounting research software and Merger and Acquisition support. |
* | Filed herewith |
+ | Indicates a management contract or compensatory plan or arrangement |
† | Certain schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. |
(1) |
The information in this exhibit is furnished and deemed not filed with the Securities and Exchange Commission for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), and is not to be incorporated by reference into any filing of Magnite, Inc. under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, whether made before or after the date hereof, regardless of any general incorporation language in such filing. |
MAGNITE, INC. (Registrant) |
/s/ David Day |
David Day |
Chief Financial Officer (Principal Financial Officer) |
Date: May 10, 2021 |
Exhibit 31.3
Certification of Principal Executive Officer
pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a),
as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, Michael Barrett, certify that:
1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Magnite, Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Signature: | /s/ Michael Barrett | |||||
Date: May 10, 2021 |
Michael Barrett President and Chief Executive Officer (Principal Executive Officer) |
Exhibit 31.4
Certification of Principal Financial Officer
pursuant to
Exchange Act Rules 13a-14(a) and 15d-14(a),
as adopted pursuant to
Section 302 of the Sarbanes-Oxley Act of 2002
I, David Day, certify that:
1. | I have reviewed this Amendment No. 1 to the Annual Report on Form 10-K of Magnite, Inc.; and |
2. | Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report. |
Signature: | /s/ David Day | |||||
Date: May 10, 2021 |
David Day Chief Financial Officer (Principal Financial Officer) |