DoubleVerify Holdings, Inc.

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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

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(1)

Mark Zagorski served as the Company’s principal executive officer (PEO) for the entirety of 2021, 2022, 2023 and 2024.

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The Company’s other NEOs for the applicable years were as follows:

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2021: Julie Eddleman and Nicola Allais

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2022: Julie Eddleman, Nicola Allais, Andrew Grimmig and Matthew Mclaughlin

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2023: Julie Eddleman, Nicola Allais and Andrew Grimmig

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2024: Julie Eddleman, Nicola Allais and Andrew Grimmig

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(2)

Amounts reported in this column have been calculated in accordance with Item 402(v) of Regulations S-K and do not reflect compensation actually earned, realized, or received by the Company’s NEOs. These amounts reflect the Summary Compensation Table Total with certain adjustments as described in footnote 3 below.

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(3)

Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. The amounts in the Inclusion of Equity Values in the tables above are derived from the amounts set forth in the following table:

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(a)

Represents Total Compensation as reported in the Summary Compensation Table for the indicated fiscal year.

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(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.

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(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.

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(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.

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(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.

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(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.

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(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.

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(4)

The Peer Group TSR set forth in this table utilizes the NASDAQ Composite Index, which we also utilize in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report for the year ended December 31, 2024. The comparison assumes $100 was invested on the IPO date of April 21, 2021, through the end of the listed year in the Company and in the NASDAQ Composite Index, respectively. Historical stock performance is not necessarily indicative of future stock performance.

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(5)

The Compensation Committee determined that revenue continues to be viewed as a core driver of the Company’s performance and stockholder value creation.

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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 results of our stock performance.

The following chart sets forth the relationships between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEO’s, and the cumulative TSR over the four most recently completed fiscal years for the Company and the NASDAQ Composite Index TSR.

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our net income during the four most recently completed fiscal years.

The following chart sets forth the relationship between Compensation Actually Paid to our PEO, the average of Compensation Actually Paid to our Non-PEO NEOs, and our Revenue ($ Millions) during the four most recently completed fiscal years.

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, 2024 (which in the Company’s assessment represent the most important financial performance measures in evaluating the Company’s success):

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Revenue

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Adjusted EBITDA

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