DoubleVerify Holdings, Inc.

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We believe that effective corporate governance policies and practices help the Company deliver sustainable, long-term value to our stockholders.

These policies and practices are contained in our governance documents, including our Certificate of Incorporation, Amended and Restated Bylaws (the “Bylaws”), Corporate Governance Guidelines and committee charters. This section describes the key features of the Board practices and corporate governance program.

Board Leadership Structure

The Board is currently composed of nine directors, including one vacancy. Our Certificate of Incorporation provides for a classified board of directors, with members of each class serving staggered three-year terms. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. We currently have two directors and one vacancy in Class I, three directors in Class II and four directors in Class III. The terms of directors in Classes I, II, and III end at the annual meetings of stockholders in 2025, 2026, and 2027, respectively. The Board is led by our non-executive Chairperson, R. Davis Noell. At this time, the Board believes the classified board structure is in the best interest of the Company. The Board has implemented measures to ensure accountability of our directors, including the adoption of our Code of Ethics. Additionally, to enhance accountability, the Board has pledged to sunset provisions in our Certificate of Incorporation and Bylaws requiring a classified board and certain supermajority voting features within the next three years.

With respect to the roles of Chairperson of the Board and Chief Executive Officer, our Corporate Governance Guidelines provide that the roles may be separated or combined, and our Board is able to exercise its discretion in combining or separating these positions as it deems appropriate. Our Corporate Governance Guidelines provide our Board with flexibility to modify our leadership structure in order to serve the best interests of the Company. Our Corporate Governance Guidelines provide that if the Board decides to combine the roles of Chairperson and Chief Executive Officer, a lead director will be appointed annually by the independent directors. The Board will continue to review its leadership structure to evaluate whether the structure remains appropriate for the Company.

In connection with our IPO, we and the Providence Investor entered into a stockholder’s agreement (the “Stockholder’s Agreement”) pursuant to which, among other matters, the Providence Investor has the right to designate nominees for the Board (the “Providence Designees”), subject to the maintenance of specified ownership requirements. See “Certain Relationships and Related Party Transactions—​Relationship with Providence—Stockholder’s Agreement.”

The number of members on the Board may be fixed by resolution adopted from time to time by the Board. Subject to the Stockholder’s Agreement, any vacancies or newly created directorships may be filled only by the affirmative vote of a majority of directors then in office, even if less than a quorum, or by a sole remaining director. Each director shall hold office until his or her successor has been elected and qualified, or until his or her earlier death, resignation or removal. With respect to any vacancy of a Providence Designee, the Providence Investor will have the right to designate a new director for election by a majority of the remaining directors then in office.

Board Composition

Set forth below is biographical information as well as background information relating to each nominee’s and continuing director’s business experience, qualifications, attributes and skills and why the Board and Nominating and Governance Committee believe each individual is a valuable member of the Board.

The persons who have been nominated for election and are to be voted upon at the Annual Meeting are listed first, with continuing directors following thereafter. The respective age of each individual below is as of April 10, 2025.

Class I Directors Whose Terms Expire in 2025 and Nominees for Election

Laura B. Desmond has served as a director of the Company since September 2017. In addition, from February 28, 2020 to July 21, 2020, Ms. Desmond served as our Interim Chief Executive Officer. Ms. Desmond is the Chief Executive Officer of Smartly.io and the Founder and Chief Executive Officer of Eagle Vista Partners, a strategic advisory firm focused on marketing and digital technology. From August 2016 to December 2016 Ms. Desmond was the Chief Revenue Officer of Publicis Groupe. Prior to that, she was the Chief Executive Officer of Starcom MediaVest Group, the largest media services company in the world, for nine years. Ms. Desmond is a past Chair of the Advertising Council and currently serves on the boards of Adobe and Smartly.io. Ms. Desmond earned a Bachelor of Business Administration in Marketing from the University of Iowa.

Ms. Desmond was selected to serve on the Board due to her extensive background and experience in the advertising, data and marketing industries, leadership track record as a former global agency media service chief executive officer and her extensive background serving on other successful marketing technology public company boards of directors.

Rosie Perez has served as a director of the Company since October 2021. Ms. Perez has spent 18 years in roles of increasing responsibility in the Finance organization of American Express Company (“American Express”). She currently serves as Executive Vice President, Head of Corporate Planning. Prior to this role, Ms. Perez served as Executive Vice President, Corporate Treasurer, and prior to that, Senior Vice President, Chief Financial Officer of American Express’s Global Commercial Services (“GCS”) segment, a provider of payment and working capital products to small, mid-sized, large, and global companies worldwide. As CFO of GCS at American Express, Ms. Perez managed the segment’s P&L and led her global team in providing financial guidance around long-term growth strategy, investments, products, benefits, and partnerships. Ms. Perez has also led Investor Relations and served in several U.S. and global finance roles at American Express. She previously sat on the board of directors of Amex Bank of Canada. Before joining American Express, Ms. Perez gained public accounting experience with Ernst & Young LLP.

Ms. Perez received a Master of Business Administration from Harvard Business School and a Bachelor of Arts in Economics from Wharton School, University of Pennsylvania.

Ms. Perez was selected to serve on the Board due to her leadership and extensive experience in corporate finance and operations in large, public companies.

Class II Directors Whose Terms Expire in 2026

R. Davis Noell currently serves as the Chairperson of the Board and has served as a director of the Company since September 2017. Mr. Noell currently serves as Senior Managing Director and Co-Head of North America at Providence. Prior to joining Providence in 2003, Mr. Noell worked in Deutsche Bank’s media investment banking group. He is currently a director of The Chernin Group, Smartly.io, North Road, Wasserman and A2Mac1 and was previously a director of 365 Retail Markets, GLM, OEConnection, Stream Global Services, SunGard Data Systems and World Triathlon Corporation. Mr. Noell is a former trustee of the Gilman School in Baltimore, MD.

Mr. Noell received a Bachelor of Arts from the University of North Carolina at Chapel Hill.

Mr. Noell was selected to serve on the Board due to his extensive management experience, strategic leadership track record and service on other boards of directors of technology companies.

Lucy Dobrin has served as a director of the Company since September 2017. Ms. Dobrin currently serves as a Managing Director at Providence. Prior to joining Providence in 2011, she worked as an analyst in the financial sponsors group at Bank of America Merrill Lynch. She is currently a director of Smartly.io and was previously a director of OEConnection and EdgeConneX. She is currently a director on the boards of Works and Process at The Guggenheim and Tom Gold Dance, two performing arts non- profits. Ms. Dobrin received a Master of Arts and a Bachelor of Arts from the University of Pennsylvania.

Ms. Dobrin was selected to serve on the Board due to her extensive experience in corporate finance, strategic planning and investments and her experience as a director of various companies.

Gary Swidler has served as a director of the Company since February 2024. Mr. Swidler is currently President of Match Group, Inc. where he oversees the company’s day-to-day operations as well as strategy, corporate development, corporate affairs and advertising sales. Mr. Swidler joined Match Group in September 2015 as Chief Financial Officer, just prior to the completion of Match Group’s initial public offering that November, and served in that capacity until March 2025. In addition to the CFO role, Mr. Swindler served as Chief Operating Officer from January 2020 to January 2023, at which time he was elevated to President. Prior to Match Group, Mr. Swidler worked at Bank of America Merrill Lynch and its predecessors for 18 years where he held various roles in investment banking. Prior to joining Merrill Lynch in 1997, Mr. Swidler was an associate at the New York City-based law firm Wachtell, Lipton, Rosen & Katz. Mr. Swidler received a Bachelor of Science from the University of Pennsylvania and a Juris Doctor from New York University School of Law.

Mr. Swidler was selected to serve on the Board due to his leadership and extensive experience in corporate finance and operations in large, public technology companies.

Class III Directors Whose Terms Expire in 2027

Sundeep Jain has served as a director of the Company since July 2022. Mr. Jain is the former Senior Vice President and Chief Product Officer of Uber Technologies, Inc. (“Uber”). Prior to joining Uber in 2018, Mr. Jain served as Vice President, Product Management, Search Ads at Google, Inc. (now Alphabet Inc.) and in other roles in the Product Management Area at Google from 2013 to 2018. From 2010 to 2013, Mr. Jain was Vice President, Platforms at Zynga. Mr. Jain also served as Founder and CEO of Aceva Technologies from 1999 to 2007, when it was acquired by SunGard, now part of FIS (Fidelity National Information Services). Mr. Jain received a Master of Business Administration from Harvard Business School and a Bachelor of Science from the University of California Berkeley.

Mr. Jain was selected to serve on the Board due to his deep experience in developing and scaling products, considerable technical expertise and product innovation track record.

Kelli Turner has served as a director of the Company since March 2021. Ms. Turner is currently the President and Chief Executive Officer of Audacy. Prior to joining Audacy, Ms. Turner was most recently Managing Director and Chief Financial Officer of Sun Capital Partners, a leading private investment firm. Before joining Sun Capital Partners, Ms. Turner was President and Chief Operating Officer of SESAC Holdings, a leading music licensing and rights management company owned by Blackstone. She has also served in various executive and leadership roles in the investment and media industries, including RSL Group, Martha Stewart Living, Time Warner, Allen & Company, and Citigroup. Ms. Turner currently serves on the board of Audacy and Downtown Music Holdings.

Ms. Turner earned a Bachelor of Business Administration from the University of Michigan Ross School of Business and a Juris Doctor from the University of Michigan Law School.

Ms. Turner was selected to serve on the Board due to her extensive experience in corporate finance and operations in large, public companies and medium-sized public and private equity owned companies in the media sector, as well as her experience on public company boards and in early-stage technology investing.

Scott Wagner has served as a director of the Company since October 2021. Mr. Wagner most recently served as Interim Chief Executive Officer of GoodRx. Mr. Wagner served as Chief Executive Officer of GoDaddy Inc. from 2017 to 2019, and as President, Chief Operating Officer and Chief Financial Officer of GoDaddy Inc. from 2012 to 2017. While at GoDaddy Inc., Mr. Wagner oversaw the company’s initial public offering as well as its operational transformation from a leading domain-name registrar in the United States into a global SaaS company with millions of customers and one of the largest technology platforms serving small and mid-sized businesses. Mr. Wagner joined GoDaddy Inc. from global investment firm KKR & Co. Inc., where he worked from 2000 to 2012. Mr. Wagner was elected as a Member (Partner) of KKR & Co. Inc. in 2010.

Mr. Wagner began his career at the Boston Consulting Group. Mr. Wagner currently serves on the public board of GoodRx, as well as several private growth companies, including GoFundMe, Inc. and Kajabi, LLC. Mr. Wagner received a Master of Business Administration from Harvard Business School and a Bachelor of Arts in Economics from Yale University.

Mr. Wagner was selected to serve on the Board due to his extensive background in the technology industry, leadership as a former chief executive officer of a global software platform and experience in private equity working with numerous growth investments.

Mark Zagorski has served as our Chief Executive Officer and as a director since July 2020. Prior to that, Mr. Zagorski served as Chief Executive Officer of Telaria, a NYSE-listed video management platform, from July 2017 to April 2020, and following Telaria’s merger with Rubicon Project, served as President and Chief Operating Officer for Rubicon Project (now Magnite, Inc.) (Nasdaq) through June 2020. Prior to that, Mr. Zagorski was Chief Executive Officer of eXelate, a leading data management and analytics platform, from December 2010, until its acquisition by the Nielsen Company in March 2015, and continued to manage the eXelate business as Executive Vice President of Nielsen Marketing Cloud through June 2017.

With over 20 years of digital advertising leadership experience, Mr. Zagorski has held previous management positions in media and tech companies including MediaSpan, WorldNow, and Modem Media. Mr. Zagorski currently serves on the board of Outbrain, Inc. and previously served on the boards of CXO Nexus and Recruitics.

Mr. Zagorski received a Master of Business Administration from the University of Rochester’s Simon School of Business and a Bachelor of Science in Finance from Gannon University, where he also received an Honorary Doctorate of Humane Letters and serves on the University Board of Trustees.

Mr. Zagorski was selected to serve on the Board because he is our Chief Executive Officer, and has strong technology experience, a successful track record managing software companies and a background serving on numerous public and private company boards of directors.