Pay Versus Performance
The following table sets forth additional compensation information of our Principal Executive Officer (PEO) and our other (non-PEO) NEOs along with total shareholder return (“TSR”), net income (loss), and Total 1 Year Contribution ex-TAC performance results for our fiscal years 2021, 2022, 2023, 2024 and 2025.
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Investment of Initial Fixed $100 Investment Based on: |
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Year(1) |
Summary Comp Table Total for |
Compensation Actually Paid to PEO(3)(4) |
Average Summary Comp Table Total for |
Average Compensation Actually Paid to non-PEO NEOs(3)(5) |
Magnite’s |
Peer Group Total |
GAAP |
Total 1 Year Contribution |
|
(a) |
(b) |
(c) |
(d) |
(e) |
(f) |
(g) |
(h) |
(i) |
|
2025 |
$5,842,620 |
$6,132,161 |
$3,768,199 |
$4,144,248 |
$144,613 |
10% | ||
|
2024 |
$5,247,108 |
$13,015,836 |
$2,762,960 |
$5,663,915 |
$22,786 |
11% | ||
|
2023 |
$5,639,874 |
$2,464,927 |
$2,916,616 |
$2,528,203 |
($159,184) |
7% | ||
|
2022 |
$6,128,497 |
($3,532,121) |
$3,606,471 |
$1,383,790 |
($130,323) |
24% | ||
|
2021 |
$18,291,589 |
($31,006) |
$7,113,462 |
$4,617,432 |
$65 |
90% | ||
(1)NEOs included in the above compensation columns reflect the following:
|
Year |
PEO |
Non-PEO NEOs |
|
2025 |
Mr. Barrett |
Messrs. Buckley, Day, and Soroca and Ms. Evans |
|
2024 |
Mr. Barrett |
Messrs. Day, Buckley, and Soroca and Ms. Evans |
|
2023 |
Mr. Barrett |
Messrs. Day, Buckley, and Soroca and Ms. Evans |
|
2022 |
Mr. Barrett |
Messrs. Day, Buckley, Soroca and Dove and Ms. Evans |
|
2021 |
Mr. Barrett |
Messrs. Day, Buckley and Dove and Ms. Evans |
(2)Amounts reported in this column represent (i) the total compensation as reported in the Summary Compensation Table for the applicable year in the case of Mr. Barrett (for each year where he served as principal executive officer) and (ii) the average of the total compensation as reported in the Summary Compensation Table for the Company’s other NEOs for the applicable year.
(3)The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns has been estimated pursuant to the guidance in Accounting Standards Codification Topic No. 718: Compensation–Stock Compensation (“ASC Topic 718”). The fair values of restricted stock units that are subject to solely service-based vesting criteria equals the closing price on applicable year-end date(s) or, in the case of vesting dates, the closing price on the applicable vesting dates. The fair values of the one-time PSU award to Mr. Barrett in 2021 that vests upon the attainment of stock price targets and the 2021, 2022, 2023, 2024 and 2025 PSU awards that vest based on TSR achievement were estimated with a Monte Carlo simulation model as of the applicable year-end date(s) using the same methodology as used to estimate the grant date fair value, but using each company’s closing share price on the applicable revaluation date as the current market price and volatility assumptions and risk free rates determined as of the revaluation date based on the length of the award’s remaining performance measurement period. The fair value of PSU awards based on TSR achievement that have reached the end of their three-year performance period but before the service-based vesting criteria is met equals the closing price on the applicable three-year performance period end date multiplied by the actual payout percentage achieved. The fair value of PSU awards based on TSR achievement that have reached the end of their interim one-year or two-year performance periods but have not yet met the service-based vesting criteria equals the closing price on the applicable most recent interim performance period end dates multiplied by the actual payout percentage achieved plus the estimated fair value of the three-year catch-up provision. The fair values of stock options were estimated using the Black-Scholes option pricing model as of the applicable year-end or vesting date(s), using the same methodology as used to estimate the grant date fair value but using (a) the closing share price on the applicable revaluation date as the current market price, (b) an expected remaining life assumption equal to the remaining contractual term, multiple by the ratio of the grant-date expected life to the original contractual term, (c) expected volatility assumptions and risk free rates determined as of the revaluation date based on the length of the expected remaining life, and (d) an expected dividend rate of 0%. For additional information on the assumptions used to estimate the fair value of the awards, see the Notes to Consolidated Financial Statements in Magnite’s Annual Reports on Form 10-K for the fiscal year ended December 31, 2025 and prior fiscal years.
(4)Compensation Actually Paid to the PEO (Mr. Barrett) reflects the following adjustments from Total compensation reported in the Summary Compensation Table:
|
|
2025 | ||
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Total Reported in Summary Compensation Table (SCT) |
|
$5,842,620 |
|
|
Less, value of Stock and Option Awards reported in SCT |
|
($4,529,515 |
) |
|
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding at Fiscal Year-End |
|
$4,204,089 |
|
|
Plus, Year Over Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested at Fiscal Year-End |
|
($431,875 |
) |
|
Plus, FMV as of Vesting Date of Awards Granted this Year and that Vested this Year |
|
$ |
|
|
Plus, Change in Fair Value (from prior year-end to vesting date) of Prior Year awards that Vested this year |
|
$1,046,842 |
|
|
Less Prior Year-End Fair Value of Awards Granted in a Prior Year that Failed to vest this year |
|
$ |
|
|
Plus, Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
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$ |
|
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Total Adjustments |
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$289,541 |
|
|
Compensation Actually Paid |
|
$6,132,161 |
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(5)The average Compensation Actually Paid to the non-PEO NEOs reflects the following adjustments from average Total compensation reported in the Summary Compensation Table:
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|
2025 | ||
|
Total Reported in Summary Compensation Table (SCT) |
|
$3,768,199 |
|
|
Less, value of Stock and Option Awards reported in SCT |
|
($2,639,749 |
) |
|
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding at Fiscal Year-End |
|
$2,552,724 |
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Plus, Year-Over-Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested at Fiscal Year-End(a) |
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$87,798 |
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Plus, FMV as of Vesting Date of Awards Granted this Year and that Vested this Year |
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$ |
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Plus, Change in Fair Value (from prior year-end to vesting date) of Prior Year Awards that Vested this year(a) |
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$375,276 |
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Less Prior Year-End Fair Value of Prior Year Awards Granted in a Prior Year that Failed to vest this year |
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$ |
|
|
Plus, Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
$ |
|
|
Total Adjustments |
|
$376,049 |
|
|
Compensation Actually Paid |
|
$4,144,248 |
|
(6)Peer group TSR reflects the S&P Internet Select Industry Index performance as reflected in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 pursuant to Item 201(e) of Regulation S-K. For the Company and peer group TSR, each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2020.
(7)Total Contribution ex-TAC Growth is used as the Company selected metric. Our 2025 annual incentive program is based 35% on CTV Contribution ex-TAC and 35% on DV+ Contribution ex-TAC which when combined equals our total Contribution ex-TAC. Contribution ex-TAC is calculated as gross profit plus cost of revenue excluding traffic acquisition cost (“TAC”) (see page 51 and 52 of our Annual Report on Form 10-K for the year ended December 31, 2025 for a reconciliation of gross profit to Contribution ex-TAC and Contribution ex-TAC by channel). DV+ Contribution ex-TAC is the sum of Contribution ex-TAC for mobile and desktop.
(1)NEOs included in the above compensation columns reflect the following:
|
Year |
PEO |
Non-PEO NEOs |
|
2025 |
Mr. Barrett |
Messrs. Buckley, Day, and Soroca and Ms. Evans |
|
2024 |
Mr. Barrett |
Messrs. Day, Buckley, and Soroca and Ms. Evans |
|
2023 |
Mr. Barrett |
Messrs. Day, Buckley, and Soroca and Ms. Evans |
|
2022 |
Mr. Barrett |
Messrs. Day, Buckley, Soroca and Dove and Ms. Evans |
|
2021 |
Mr. Barrett |
Messrs. Day, Buckley and Dove and Ms. Evans |
(6)Peer group TSR reflects the S&P Internet Select Industry Index performance as reflected in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 pursuant to Item 201(e) of Regulation S-K. For the Company and peer group TSR, each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2020.
(4)Compensation Actually Paid to the PEO (Mr. Barrett) reflects the following adjustments from Total compensation reported in the Summary Compensation Table:
|
|
2025 | ||
|
Total Reported in Summary Compensation Table (SCT) |
|
$5,842,620 |
|
|
Less, value of Stock and Option Awards reported in SCT |
|
($4,529,515 |
) |
|
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding at Fiscal Year-End |
|
$4,204,089 |
|
|
Plus, Year Over Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested at Fiscal Year-End |
|
($431,875 |
) |
|
Plus, FMV as of Vesting Date of Awards Granted this Year and that Vested this Year |
|
$ |
|
|
Plus, Change in Fair Value (from prior year-end to vesting date) of Prior Year awards that Vested this year |
|
$1,046,842 |
|
|
Less Prior Year-End Fair Value of Awards Granted in a Prior Year that Failed to vest this year |
|
$ |
|
|
Plus, Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
$ |
|
|
Total Adjustments |
|
$289,541 |
|
|
Compensation Actually Paid |
|
$6,132,161 |
|
(5)The average Compensation Actually Paid to the non-PEO NEOs reflects the following adjustments from average Total compensation reported in the Summary Compensation Table:
|
|
2025 | ||
|
Total Reported in Summary Compensation Table (SCT) |
|
$3,768,199 |
|
|
Less, value of Stock and Option Awards reported in SCT |
|
($2,639,749 |
) |
|
Plus, Year-End value of Awards Granted in Fiscal Year that are Unvested and Outstanding at Fiscal Year-End |
|
$2,552,724 |
|
|
Plus, Year-Over-Year Change in Fair Value of Prior Year Awards that are Outstanding and Unvested at Fiscal Year-End(a) |
|
$87,798 |
|
|
Plus, FMV as of Vesting Date of Awards Granted this Year and that Vested this Year |
|
$ |
|
|
Plus, Change in Fair Value (from prior year-end to vesting date) of Prior Year Awards that Vested this year(a) |
|
$375,276 |
|
|
Less Prior Year-End Fair Value of Prior Year Awards Granted in a Prior Year that Failed to vest this year |
|
$ |
|
|
Plus, Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation |
|
$ |
|
|
Total Adjustments |
|
$376,049 |
|
|
Compensation Actually Paid |
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$4,144,248 |
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42
The following is a list of financial performance and non-financial performance measures, which in the Company’s assessment, represent the most important measures used by the Company to link compensation actually paid to the NEOs for 2025:
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Total Contribution ex-TAC Growth |
|
CTV Contribution ex-TAC Growth |
|
DV+ Contribution ex-TAC Growth |
|
Adjusted EBITDA less Capital Expenditures |
|
Relative Total Shareholder Return |
(3)The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns has been estimated pursuant to the guidance in Accounting Standards Codification Topic No. 718: Compensation–Stock Compensation (“ASC Topic 718”). The fair values of restricted stock units that are subject to solely service-based vesting criteria equals the closing price on applicable year-end date(s) or, in the case of vesting dates, the closing price on the applicable vesting dates. The fair values of the one-time PSU award to Mr. Barrett in 2021 that vests upon the attainment of stock price targets and the 2021, 2022, 2023, 2024 and 2025 PSU awards that vest based on TSR achievement were estimated with a Monte Carlo simulation model as of the applicable year-end date(s) using the same methodology as used to estimate the grant date fair value, but using each company’s closing share price on the applicable revaluation date as the current market price and volatility assumptions and risk free rates determined as of the revaluation date based on the length of the award’s remaining performance measurement period. The fair value of PSU awards based on TSR achievement that have reached the end of their three-year performance period but before the service-based vesting criteria is met equals the closing price on the applicable three-year performance period end date multiplied by the actual payout percentage achieved. The fair value of PSU awards based on TSR achievement that have reached the end of their interim one-year or two-year performance periods but have not yet met the service-based vesting criteria equals the closing price on the applicable most recent interim performance period end dates multiplied by the actual payout percentage achieved plus the estimated fair value of the three-year catch-up provision. The fair values of stock options were estimated using the Black-Scholes option pricing model as of the applicable year-end or vesting date(s), using the same methodology as used to estimate the grant date fair value but using (a) the closing share price on the applicable revaluation date as the current market price, (b) an expected remaining life assumption equal to the remaining contractual term, multiple by the ratio of the grant-date expected life to the original contractual term, (c) expected volatility assumptions and risk free rates determined as of the revaluation date based on the length of the expected remaining life, and (d) an expected dividend rate of 0%. For additional information on the assumptions used to estimate the fair value of the awards, see the Notes to Consolidated Financial Statements in Magnite’s Annual Reports on Form 10-K for the fiscal year ended December 31, 2025 and prior fiscal years.
| [1] | Amounts reported in this column represent (i) the total compensation as reported in the Summary Compensation Table for the applicable year in the case of Mr. Barrett (for each year where he served as principal executive officer) and (ii) the average of the total compensation as reported in the Summary Compensation Table for the Company’s other NEOs for the applicable year. |
| [2] | NEOs included in the above compensation columns reflect the following: |
| [3] | Compensation Actually Paid to the PEO (Mr. Barrett) reflects the following adjustments from Total compensation reported in the Summary Compensation Table: |
| [4] | The fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns has been estimated pursuant to the guidance in Accounting Standards Codification Topic No. 718: Compensation–Stock Compensation (“ASC Topic 718”). The fair values of restricted stock units that are subject to solely service-based vesting criteria equals the closing price on applicable year-end date(s) or, in the case of vesting dates, the closing price on the applicable vesting dates. The fair values of the one-time PSU award to Mr. Barrett in 2021 that vests upon the attainment of stock price targets and the 2021, 2022, 2023, 2024 and 2025 PSU awards that vest based on TSR achievement were estimated with a Monte Carlo simulation model as of the applicable year-end date(s) using the same methodology as used to estimate the grant date fair value, but using each company’s closing share price on the applicable revaluation date as the current market price and volatility assumptions and risk free rates determined as of the revaluation date based on the length of the award’s remaining performance measurement period. The fair value of PSU awards based on TSR achievement that have reached the end of their three-year performance period but before the service-based vesting criteria is met equals the closing price on the applicable three-year performance period end date multiplied by the actual payout percentage achieved. The fair value of PSU awards based on TSR achievement that have reached the end of their interim one-year or two-year performance periods but have not yet met the service-based vesting criteria equals the closing price on the applicable most recent interim performance period end dates multiplied by the actual payout percentage achieved plus the estimated fair value of the three-year catch-up provision. The fair values of stock options were estimated using the Black-Scholes option pricing model as of the applicable year-end or vesting date(s), using the same methodology as used to estimate the grant date fair value but using (a) the closing share price on the applicable revaluation date as the current market price, (b) an expected remaining life assumption equal to the remaining contractual term, multiple by the ratio of the grant-date expected life to the original contractual term, (c) expected volatility assumptions and risk free rates determined as of the revaluation date based on the length of the expected remaining life, and (d) an expected dividend rate of 0%. For additional information on the assumptions used to estimate the fair value of the awards, see the Notes to Consolidated Financial Statements in Magnite’s Annual Reports on Form 10-K for the fiscal year ended December 31, 2025 and prior fiscal years. |
| [5] | The average Compensation Actually Paid to the non-PEO NEOs reflects the following adjustments from average Total compensation reported in the Summary Compensation Table: |
| [6] | Peer group TSR reflects the S&P Internet Select Industry Index performance as reflected in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 pursuant to Item 201(e) of Regulation S-K. For the Company and peer group TSR, each year reflects what the cumulative value of $100 would be, including reinvestment of dividends, if such amount were invested on December 31, 2020. |
| [7] | Total Contribution ex-TAC Growth is used as the Company selected metric. Our 2025 annual incentive program is based 35% on CTV Contribution ex-TAC and 35% on DV+ Contribution ex-TAC which when combined equals our total Contribution ex-TAC. Contribution ex-TAC is calculated as gross profit plus cost of revenue excluding traffic acquisition cost (“TAC”) (see page 51 and 52 of our Annual Report on Form 10-K for the year ended December 31, 2025 for a reconciliation of gross profit to Contribution ex-TAC and Contribution ex-TAC by channel). DV+ Contribution ex-TAC is the sum of Contribution ex-TAC for mobile and desktop. |