🧾 What This Document Is

This is Viant Technology's official "proxy statement." It's a detailed notice for shareholders ahead of their annual meeting. Think of it as the agenda and background packet for the company's most important yearly vote.

👉 Why it matters: It tells you what shareholders are voting on, who is running the company, and how much its leaders are paid. It's your window into how the company is governed.

🏢 What The Company Does

In simple terms, Viant is a technology company that runs an advertising platform. They help brands buy and manage digital ads, especially for streaming video (like ads you see on services like Hulu or Peacock).

👉 Why it matters: Their business is all about data and software for the fast-growing world of connected TV and online video ads.

💰 The Key Vote: Who's in Charge?

The main event is Proposal 1: electing two directors to the board. The board acts like the company's董事会, overseeing the CEO and big decisions.

• Nominees: Chris Vanderhook (the Chief Operating Officer and co-founder) and Brett Wilson (a venture capitalist and former Adobe executive).
• The Catch: Viant is a "controlled company." The Vanderhook family (Tim, Chris, and an LLC they control) owns a special class of stock (Class B) that gives them 71.38% of the total voting power. This means they can effectively elect any director they want. 👉 Why it matters: Even though other shareholders get to vote, the outcome of director elections is essentially predetermined by the founding family.

🏛️ Board & Governance Structure

The board has five members and three committees (Audit, Compensation, Nominating). Because they're a controlled company, they are exempt from some standard Nasdaq rules.

• They don't need a majority of independent directors.
• Their compensation and nominating committees don't need to be fully independent.
• Lead Independent Director: Max Valdes provides independent oversight since the CEO (Tim Vanderhook) is also the Chairman. 👉 Why it matters: The governance structure centralizes power with the founders. The lead independent director is a key check, but the family's voting control is the dominant force.

💼 Executive Compensation

This section details pay for top executives and directors.

• For Directors (2025): Non-employee directors earn cash fees and stock awards. For example, Lead Director Max Valdes made $247,505 total, and new director Brett Wilson made $559,419 (mostly from a large initial stock grant).
• For Executives: The full compensation details for the CEO and other named executives are provided, showing a mix of salary, bonuses, and significant stock-based pay. 👉 Why it matters: It shows how the company aligns (or doesn't align) leadership incentives with shareholder interests. Large equity grants are common to tie pay to long-term performance.

🔮 What's Next & Key Dates

The annual meeting is set for June 4, 2026, at 9:30 a.m. Pacific Time. It will be held virtually via webcast.

• Record Date: Shareholders as of April 9, 2026, get to vote.
• How to Vote: Shareholders can vote online during the meeting or by proxy in advance (by internet, phone, or mail).
• Proposal 2: The other item is the routine ratification of Deloitte & Touche LLP as the company's auditor for 2026. 👉 Why it matters: This sets the process and deadlines for shareholders to exercise their rights, even if their voting power is diluted by the controlled company structure.

⚖️ Big Picture: Strengths & Risks

👍 Strengths:

• Stable, Knowledgeable Leadership: Founders Tim and Chris Vanderhook have led the company for over 25 years, providing deep industry expertise.
• Clear Governance Framework: Despite the exemptions, they have formal charters for committees, a code of ethics, and a lead independent director.
• Experienced Board: New director nominee Brett Wilson brings significant digital advertising and M&A experience from his time at TubeMogul and Adobe.

⚠️ Risks & Considerations:

• Controlled Company Risk: The founder family's super-voting control significantly limits other shareholders' influence on major decisions like board elections.
• Governance Concentration: The board and committees include non-independent members due to the exemptions, which reduces checks and balances.
• Key Person Dependence: The company's strategy and success are closely tied to the vision and execution of the Vanderhook brothers.

🧠 The Analogy

Think of this like a family-owned restaurant where the founding family owns 71% of the voting shares. They hold an annual "shareholder dinner" where everyone can vote on the advisory board, but the family's votes already guarantee the outcome. They've hired an independent accountant to check the books (Deloitte) and some outside advisors for the board (like Max Valdes and Brett Wilson), but the family ultimately sets the menu and decides who runs the kitchen.

🧩 Final Takeaway

This proxy statement confirms Viant is fundamentally a founder- and family-controlled company. While it follows the formal procedures of a public firm, the upcoming shareholder vote is largely ceremonial due to the Vanderhook family's dominant 71% voting power. The real story is the continued entrenchment of the founding team's control over the company's direction.