Digital Turbine Inc

Executive Compensation Matters

On May 23, 2024, the Company’s Board of Directors (the “Board”) adopted a second amendment (the “Second Amendment”) to the Company’s 2020 Equity Incentive Plan (the “Plan”) pursuant to which the annual per participant numerical share award limit of 500,000 shares was eliminated. The Second Amendment was effective upon the Board’s approval of such Second Amendment and does not require separate stockholder approval because the amendment is immaterial under Nasdaq rules.

On May 24, 2024, the Board and the Compensation and Human Capital Management Committee of the Board (the “Compensation Committee”) approved compensation for William Stone, the Company’s Chief Executive Officer, Barrett Garrison, the Company’s Chief Financial Officer, and Senthil Kanagaratnam, the Company’s Chief Technology Officer. In connection with such approvals, the Compensation Committee granted Messrs. Stone, Garrison and Kanagaratnam performance-based restricted stock units (“PSUs”) and contingent stock options as described below.

Messrs. Stone, Garrison and Kanagaratnam were granted PSUs covering 500,000, 250,000, and 250,000 shares of Company common stock, respectively, that will vest two-thirds based upon achievement of a three-year annual operating plan revenue target and adjusted EBITDA target (each target representing 50% of the achievement vesting) and one-third based on achievement of a three-year growth revenue target and growth adjusted EBITDA target (each target representing 50% of the achievement vesting), which targets were determined by the Board, with threshold, target and stretch target payout percentages of 50%, 100%, and 200% of the target number of shares based on the extent of achievement of the applicable performance targets. Thus, each executive has the opportunity to vest from 50% to a maximum of 200% of such PSUs depending on the extent to which the revenue and adjusted EBITDA goals are achieved. If the Company’s achievement of performance goals falls in between the threshold and stretch percentages, such amounts will be interpolated on a linear basis in calculating the number of target shares vested.

Messrs. Stone, Garrison and Kanagaratnam were granted contingent stock options covering 500,000, 250,000 and 250,000 shares of Company common stock, respectively, with an exercise price equal to the closing price of the Company common stock on May 24, 2024, the contingent option grant date. These stock options are contingent on and subject to stockholder approval of an amendment to the Plan to increase the number of shares available for grant under the Plan at the Company’s upcoming 2024 annual meeting of stockholders (the “2024

Annual Meeting”). Assuming stockholder approval of such Plan amendment at the 2024 Annual Meeting, these stock options would vest 25% on each of the first four anniversaries of the grant date (May 24, 2024) for Mr. Stone and one-third on each of the first three anniversaries of the grant date (May 24, 2024) for Messrs. Garrison and Kanagaratnam.

In addition, the Compensation Committee approved a cash incentive bonus program for Mr. Stone pursuant to which Mr. Stone would be paid a cash bonus of $2,400,000 upon the Company’s achievement of the following performance goals: two-thirds of such bonus would be paid upon the Company’s achievement of a three-year annual operating plan revenue target and adjusted EBITDA target (each target representing 50% of the achievement payout) and one-third of such bonus would be paid upon the Company’s achievement of a three-year growth revenue target and growth adjusted EBITDA target (each target representing 50% of the achievement payout).

In addition, the Compensation Committee approved a cash incentive bonus for Mr. Kanagaratnam of $240,000, to be paid in eight (8) quarterly installments of $30,000 each until the second anniversary of the approval date (so long as Mr. Kanagaratnam continues to be employed by the Company at the time of such payment).

Appointment of New Executive

Michael Akkerman entered into an Employment Agreement with the Company pursuant to which Mr. Akkerman will join the Company as Chief Business Officer on June 3, 2024.

Prior to joining the Company, Mr. Akkerman, age 39, served as GM, Advertising (Rider Mobility Ads) for Uber Technologies Inc., a technology platform company that enables movement to different physical locations, from April 2023 until joining the Company. From June 2022 to January 2023, he served as Chief Revenue Officer and Product Consultant for data.ai, a data artificial intelligence platform company for brands and publishers to optimize mobile and digital performance. He also served from May 2022 to April 2023 as CEO and principal consultant for Beach Road Consulting, a commercial strategy and product management consulting company. From December 2019 to May 2022, he served as Chief Product & Strategy Officer for Cardlytics, Inc., a digital advertising and customer data technology platform company. From July 2015 to December 2019, he served as Global Head of Partnerships for Pinterest, Inc., a visual search and discovery platform technology company focusing on search, commerce and social. Prior to that time, Mr. Akkerman served in various corporate strategy positions for software and technology companies. Mr. Akkerman received a Bachelor’s Degree in Psychology and History from the University of New South Wales.

Under the terms of his Employment Agreement, Mr. Akkerman will receive an annual base salary of $410,000, a signing bonus of $37,000 (which is subject to reimbursement in the event Mr. Akkerman’s voluntarily resigns or is terminated for cause prior to the first anniversary of his start date), will be eligible to participate in the Company’s annual incentive program at an incentive target level of 100% of base salary, will be entitled to severance benefits commensurate with the other senior executives of the Company, and will be granted the following equity awards under the Plan, the grant date for which will be June 3, 2024 (his start date): (a) $750,000 in time-vesting restricted stock unit awards (the number of shares underlying which will be determined based on the closing price per share on his start date), which awards will vest over twenty-four months until the second anniversary of his start date, and (b) $750,000 in contingent stock options to acquire shares of Company common stock (the number of shares underlying which to be determined using the Black-Scholes model), with an exercise price equal to the closing stock price on the date of grant (his start date). These stock options are contingent on and subject to stockholder approval of an amendment to the Plan to increase the number of shares available for grant under the Plan at the 2024 Annual Meeting. Assuming stockholder approval of such Plan amendment at the 2024 Annual Meeting, these stock options would vest over twenty-four months until the second anniversary of his start date.

There are no transactions, or proposed transactions, to which the Company is or was a party and in which Mr. Akkerman had a direct or indirect material interest that are required to be disclosed under Item 404(a) of Regulation S-K.