DoubleVerify Holdings, Inc.
For the period ended May 23, 2024. Filed Apr 10, 2024.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
May 23, 2024 · Filed Apr 10, 2024
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Contents
Pay Versus Performance
We believe our pay ratio presented above is a reasonable estimate. The SEC rules for identifying the median employee and calculating the pay ratio allow companies to use different methodologies, exemptions, estimates and assumptions that reflect their employee populations and compensation practices. As a result, our pay ratio may not be comparable to the pay ratio reported by other companies.
Pay Versus Performance Disclosure
| · Pay Versus Performance · | ||||||||||||||||||||||||||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · · · · · · · · · · · · · · · · · · · Value of Initial Fixed $100 Investment Based On: · · · · · · · · · · · · · | ||||||||||||||||||||||||||||||||||||||||||||||||
| · Year(1) · · · Summary CompensationTable Total for PEO(2) · · · Compensation ActuallyPaidfor PEO(3) · · · Average Summary Compensation Table Total for Non-PEO NEOs(2) · · · Average Compensation ActuallyPaid forNon-PEO NEOs(4) · · · Total Shareholder Return(5) · · · Peer GroupTotal ShareholderReturn(6) · · · Net Income · · · Company-Selected Measure: Revenue(7) · | ||||||||||||||||||||||||||||||||||||||||||||||||
| | 2023 | | | | $10,810,668 | | | | | $30,935,066 | | | | | $4,347,757 | | | | | $8,287,112 | | | | | $102 | | | | | $110 | | | | | $71,466,000 | | | | | $572,543,000 | | | ||||||
| | 2022 | | | | $8,614,364 | | | | | -$ | 8,775,469 | | | | | $2,775,377 | | | | | -$ | 818,279 | | | | | $61 | | | | | $76 | | | | | $43,268,000 | | | | | $452,418,000 | | | ||||
| | 2021 | | | | $7,369,816 | | | | | $46,716,620 | | | | | $5,698,482 | | | | | $16,336,863 | | | | | $92 | | | | | $113 | | | | | $29,308,000 | | | | | $332,741,000 | | | ||||||
| | 2020 | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | | N/A | | | | | $100 | | | | | $100 | | | | | | N/A | | | | | | N/A | | |
(1)
Mark Zagorski served as the Company’s principal executive officer (PEO) for the entirety of 2021, 2022 and 2023.
The Company’s other NEOs for the applicable years were as follows:
2021: Julie Eddleman and Nicola Allais
2022: Julie Eddleman, Nicola Allais, Andrew Grimmig and Matthew Mclaughlin
2023: Julie Eddleman, Nicola Allais and Andrew Grimmig
(2)
Amounts reported in this column represent (i) the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s PEO and (ii) the average of the total compensation reported in the Summary Compensation Table for the applicable year for the Company’s NEOs.
(3)
Amounts reported in this column represent 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:
| · PEO · | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · 2021 · · · 2022 · · · 2023 · | ||||||||||||||||||||||||
| | | | | Summary Compensation Table—Total Compensation | | | (a) | | | | $7,369,816 | | | | | $8,614,364 | | | | | $10,810,668 | | | |
| | - | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | | | (b) | | | | $6,499,996 | | | | | $7,500,003 | | | | | $9,656,572 | | | |
| | + | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | | (c) | | | | $6,727,419 | | | | | $6,127,263 | | | | | $9,793,251 | | | |
| | + | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | | (d) | | | | $22,215,950 | | | | | -$ | 11,875,870 | | | | | $12,349,024 | | |
| | + | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | | (e) | | | | $0 | | | | | $0 | | | | | $0 | | | |
| | | | Executive and Director Compensation | | | 43 | |
|---|
| · PEO · | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · 2021 · · · 2022 · · · 2023 · | ||||||||||||||||||||||||
| | + | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | (f) | | | | $16,903,431 | | | | | -$ | 4,141,223 | | | | | $7,638,694 | | |
| | - | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | (g) | | | | $0 | | | | | $0 | | | | | $0 | | | |
| | = | | | Compensation Actually Paid | | | | | | | $46,716,620 | | | | | -$ | 8,775,469 | | | | | $30,935,066 | | |
(a)
Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.
(b)
Represents the aggregate grant date fair value of the stock awards and option awards granted to the PEO during the indicated fiscal year, computed in accordance with FASB ASC 718.
(c)
Represents the aggregate fair value as of the indicated fiscal year-end of the PEO’s outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718.
(d)
Represents the aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the PEO as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(e)
Represents the aggregate fair value at vesting of the stock awards and option awards that were granted to the PEO and vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
(f)
Represents the aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the PEO that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
(g)
Represents the aggregate fair value as of the last day of the prior fiscal year of the PEO’s stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.
(4)
Amounts reported in this column represent the compensation actually paid to the NEOs other than the PEO in the indicated fiscal year, based on the average total compensation for such NEOs reported in the Summary Compensation Table for the indicated fiscal years and adjusted as shown in the table below:
| · NEO Average · | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · 2021 · · · 2022 · · · 2023 · | ||||||||||||||||||||||||
| | | | | Summary Compensation Table—Total Compensation | | | (a) | | | | $5,698,482 | | | | | $2,775,377 | | | | | $4,347,757 | | | |
| | - | | | Grant Date Fair Value of Stock Awards and Option Awards Granted in Fiscal Year | | | (b) | | | | $4,972,405 | | | | | $2,000,000 | | | | | $3,487,114 | | | |
| | + | | | Fair Value at Fiscal Year End of Outstanding and Unvested Stock Awards and Option Awards Granted in Fiscal Year | | | (c) | | | | $5,868,201 | | | | | $1,633,936 | | | | | $3,536,473 | | | |
| | + | | | Change in Fair Value of Outstanding and Unvested Stock Awards and Option Awards Granted in Prior Fiscal Years | | | (d) | | | | $828,883 | | | | | -$ | 1,223,303 | | | | | $2,733,376 | | |
| | 44 | | | Executive and Director Compensation | | | |
|---|
| · NEO Average · | ||||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| · · · · · · · · · · 2021 · · · 2022 · · · 2023 · | ||||||||||||||||||||||||
| | + | | | Fair Value at Vesting of Stock Awards and Option Awards Granted in Fiscal Year That Vested During Fiscal Year | | | (e) | | | | $1,182,978 | | | | | $0 | | | | | $0 | | | |
| | + | | | Change in Fair Value as of Vesting Date of Stock Awards and Option Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year | | | (f) | | | | $7,730,723 | | | | | -$ | 1,664,697 | | | | | $1,156,620 | | |
| | - | | | Fair Value as of Prior Fiscal Year End of Stock Awards and Option Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year | | | (g) | | | | $0 | | | | | $339,593 | | | | | $0 | | | |
| | = | | | Compensation Actually Paid | | | | | | | $16,336,863 | | | | | -$ | 818,279 | | | | | $8,287,112 | | |
(a)
Please see footnote 1 for the NEOs included in the average for each indicated fiscal year. Represents the average Total Compensation as reported in the Summary Compensation Table for the reported NEOs in the indicated fiscal year.
(b)
Represents the average aggregate grant date fair value of the stock awards and option awards granted to the reported NEOs during the indicated fiscal year, computed in accordance with FASB ASC 718.
(c)
Represents the average aggregate fair value as of the indicated fiscal year-end of the reported NEOs’ outstanding and unvested stock awards and option awards granted during such fiscal year, computed in accordance with FASB ASC 718.
(d)
Represents the average aggregate change in fair value during the indicated fiscal year of the outstanding and unvested stock awards and option awards held by the reported NEOs as of the last day of the indicated fiscal year, computed in accordance with FASB ASC 718 and, for awards subject to performance-based vesting conditions, based on the probable outcome of such performance-based vesting conditions as of the last day of the fiscal year.
(e)
Represents the average aggregate fair value at vesting of the stock awards and option awards that were granted to the reported NEOs and vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
(f)
Represents the average aggregate change in fair value, measured from the prior fiscal year-end to the vesting date, of each stock award and option award held by the reported NEOs that was granted in a prior fiscal year and which vested during the indicated fiscal year, computed in accordance with FASB ASC 718.
(g)
Represents the average aggregate fair value as of the last day of the prior fiscal year of the reported NEOs’ stock awards and option awards that were granted in a prior fiscal year and which failed to meet the applicable vesting conditions in the indicated fiscal year, computed in accordance with FASB ASC 718.
(5)
Pursuant to rules of the SEC, the comparison assumes $100 was invested on the IPO date of April 21, 2021 in our common stock. Historic stock price performance is not necessarily indicative of future stock price performance.
(6)
The TSR Peer Group consists of the NASDAQ Composite Index.
(7)
The Compensation Committee determined that revenue continues to be viewed as a core driver of the Company’s performance and stockholder value creation.
| | | | Executive and Director Compensation | | | 45 | |
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Relationship Between Pay and Performance
We believe the “Compensation Actually Paid” in each of the years reported above and over the three-year cumulative period are reflective of the Compensation Committee’s emphasis on “pay-for-performance” as the “Compensation Actually Paid” fluctuated year-over-year, primarily due to the result of our stock performance.
Below are graphs showing the relationship of “Compensation Actually Paid” to our CEO and other NEOs in our fiscal years 2021, 2022 and 2023 to (1) TSR of both our common stock and the Nasdaq Composite Index, (2) our net income, and (3) our revenue.
| | 46 | | | Executive and Director Compensation | | | |
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| | | | Executive and Director Compensation | | | 47 | |
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Tabular List of Financial Performance Measures
The following is a list of the two financial performance measures used by the Company to link compensation actually paid to the NEOs for the fiscal year ended December 31, 2023 (which in the Company’s assessment represent the most important financial performance measures in evaluating the Company’s success):
Revenue
Adjusted EBITDA
| | 48 | | | Executive and Director Compensation | | | |
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The text of this filing, as the company filed it with the SEC, without its images or exhibits. This is not investment advice.