Independent
Tenure on this board
6.2 yrs
3 nominees · 4 ballot items.
Four proposals: (1) Election of three Class III directors (Paul Caine, Doug Knopper, David Pearson); (2) Ratification of Deloitte & Touche LLP as the Company’s independent registered public accounting firm; (3) Advisory (non-binding) vote to approve the compensation of the Company’s named executive officers (Say-on-Pay); and (4) Advisory vote on the frequency of future advisory votes on named executive officer compensation (options: 1 year, 2 years, 3 years).
Elect three Class III directors (Paul Caine, Doug Knopper, and David Pearson) to serve until the 2029 annual meeting and until their successors are elected and qualified.
Ratify the audit committee’s selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the year ending December 31, 2026.
Non-binding, advisory vote to approve the compensation of the Company’s named executive officers as disclosed in the proxy statement pursuant to Item 402 of Regulation S-K.
This proposal asks stockholders to cast a non-binding ‘say-on-pay’ vote to approve the overall compensation of Magnite’s named executive officers as disclosed in the proxy statement. Management frames the vote as an endorsement of the company’s pay philosophy, which emphasizes performance-based cash incentives, long-term equity (including PSUs tied to relative TSR), and retention features intended to align executive interests with long-term stockholder value. The board recommends a vote FOR, noting prior strong stockholder support (approximately 85% in 2025) and describing governance features such as clawback policies, ownership and retention guidelines, and independent compensation committee oversight. Because the vote is advisory, it does not change contractual pay arrangements but serves as important feedback that the compensation committee will consider in future program design. The compensation program features multi-year PSUs measured against the Russell 2000, annual performance metrics tied to Contribution ex-TAC and adjusted EBITDA less capex, and limits such as maximum payout caps and no single-trigger change-in-control gross-ups. Potential controversies include the use of relative TSR (which can be affected by factors beyond management control), change-in-control protections and severance terms, and the mix of time- and performance-based equity; the proxy discloses rationale and peer benchmarking. For sophisticated assessment, the proposal should be evaluated for whether incentive metrics are sufficiently mission-aligned (CTV and DV+ Contribution ex-TAC and adjusted EBITDA less capex), whether performance measurement and recoupment provisions mitigate risk-taking and overpayment, and whether the mix of equity grants appropriately balances retention and pay-for-performance. The board’s expressed willingness to consider stockholder feedback and its history of engaging large holders are relevant contextual factors for evaluating whether a ‘For’ vote is likely to improve governance or reflect a rubber-stamp of entrenched practices.
Advisory (non-binding) vote asking stockholders to indicate whether they would prefer an advisory vote on named executive officer compensation to occur every one, two, or three years.
This advisory proposal asks stockholders to indicate their preferred frequency (1, 2, or 3 years) for future non-binding say-on-pay votes. Management and the board recommend an annual vote, arguing annual input gives timely feedback on compensation philosophy, policies and practices and better facilitates ongoing engagement with stockholders. Because the outcome is advisory, the board retains discretion but has historically considered stockholder preferences in setting frequency; it also states that if no option receives a majority, the board will consider the option with the most votes as the preferred frequency. For an analyst, key considerations include the trade-off between responsiveness (annual votes enable quicker stockholder influence on compensation) and potential vote fatigue or short-termism (more frequent votes could incentivize short-term decisions). The board’s existing policy to hold annual say-on-pay votes and its recommendation for '1 YEAR' suggest management expects continued active engagement and believes the current compensation framework benefits from frequent feedback. The non-binding nature means that even a clear stockholder preference may not compel immediate policy change, but a consistent majority trend against management’s recommendation could prompt the board to reassess. Evaluating this proposal should consider the company’s history of shareholder engagement, the stability of its compensation program, and the likelihood that more frequent votes would materially change compensation outcomes or governance quality.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | VANGUARD PORTFOLIO MANAGEMENT LLC | 5.39% | 7,726,205 | $92M |
| 2 | VANGUARD CAPITAL MANAGEMENT LLC | 4.32% | 6,190,403 | $74M |
| 3 | BlackRock, Inc. | 3.65% | 5,231,579 | $62M |
| 4 | Capital Research Global Investors | 3.51% | 5,020,289 | $60M |
| 5 | WELLINGTON MANAGEMENT GROUP LLP | 3.49% | 4,998,527 | $59M |
| 6 | AMERICAN CENTURY COMPANIES INC | 3.23% | 4,626,816 | $55M |
| 7 | BlackRock, Inc. | 3.16% | 4,523,504 | $54M |
| 8 | FMR LLC | 3.15% | 4,504,234 | $54M |
| 9 | Boston Partners | 2.97% | 4,256,103 | $51M |
| 10 | DIMENSIONAL FUND ADVISORS LP | 2.54% | 3,643,347 | $43M |
The opinions and information contained herein have been obtained or derived from sources believed to be reliable, but Boardroom Alpha cannot guarantee its accuracy and completeness, and that of the opinions based thereon.
This report contains opinions and is provided for informational purposes only – it does not constitute investment, legal or tax advice. You should not rely solely upon the research herein for purposes of transacting securities or other investments, and you are encouraged to conduct your own research and due diligence, and to seek the advice of a qualified securities professional before you make any investment.
None of the information contained in this report constitutes, or is intended to constitute a recommendation by Boardroom Alpha of any particular security or trading strategy or a determination by Boardroom Alpha that any security or trading strategy is suitable for any specific person. To the extent any of the information contained herein may be deemed to be investment advice, such information is impersonal and not tailored to the investment needs of any specific person.
No representation or warranty, expressed or implied, is made on behalf of Boardroom Alpha as to the accuracy or completeness of the information contained herein. Boardroom Alpha does not accept any liability for any direct, indirect or consequential loss or damage suffered by any person as a result of relying on all or any part of this research and any liability is expressly disclaimed.