🧾 What This Document Is

This is a proxy statement (form DEF 14A) from DoubleVerify (DV). Think of it like a detailed agenda and information packet for the company's annual shareholder meeting. It explains the issues shareholders will vote on, provides background on the company's leadership and pay practices, and gives the financial details needed to make informed decisions. The meeting itself is virtual on May 21, 2026.

🏢 What The Company Does

👉 In simple terms, DoubleVerify is a digital trust and safety company. It's like a referee for the online advertising world. They help brands make sure their ads are seen by real people in appropriate places (not alongside fake news or harmful content), and they verify that the advertising campaigns are actually working. They make money by charging advertisers for these verification and measurement services.

📅 The Annual Meeting & Your Vote

Shareholders are invited to a virtual meeting on May 21, 2026, at 11:00 a.m. Eastern Time. Your vote matters on three main proposals:

Proposal 1: Elect Directors. Vote on electing three members to the Board (Laura B. Desmond, Lucy Stamell Dobrin, Gary Swidler).
Proposal 2: Advisory Vote on Pay. A non-binding "say-on-pay" vote to approve the compensation of the top executives.
Proposal 3: Ratify the Auditor. Vote to approve Deloitte & Touche LLP as the company's independent accounting firm for 2026.

👉 Why it matters: This is your chance as a shareholder to have a voice on who leads the company and how it's run. While the pay vote is "advisory" (not legally binding), the board takes it very seriously as feedback from owners.

💼 Executive Pay: The "CD&A" Breakdown

This is the heart of the document: the Compensation Discussion & Analysis. It explains how the company pays its top executives, like CEO Mark Zagorski.

The Philosophy: Pay is designed to attract talent and align executives' interests with shareholders. It's a mix of:

Fixed Pay (Base Salary): Regular cash. Adjusted for market rates.
Annual Cash Bonus: Based on hitting yearly company goals. For 2025, the metrics were:
- Revenue (50% weight): Target was $723 million.
- Adjusted EBITDA (30% weight): Target was $236 million.
- Key Performance Indicators (20% weight): Specific operational goals like growing new product revenue.
- Result: The company hit 119% of its overall bonus target, so executives received payouts above their target bonuses.
Long-Term Equity (Stock Awards): This is the biggest chunk of pay. It's in Restricted Stock Units (RSUs) and Performance Stock Units (PSUs), which vest (are earned) over years to encourage staying and long-term thinking.
- PSUs are "pay-for-performance." Half are tied to one-year revenue goals, and half are tied to the company's stock performance versus other companies over three years.

💰 What the Top Executives Were Paid (2025)

Here's the summary of total compensation for the top four executives (the "Named Executive Officers"):

Mark Zagorski (CEO): $11.8 million total. This included his salary ($670k), a bonus of $797,300, and over $10.3 million in stock awards.
Nicola Allais (CFO): $4.46 million total.
Julie Eddleman (Former Chief Commercial Officer): $3.75 million total. She resigned effective Dec 31, 2025, and entered a consulting agreement for 2026.
Andrew Grimmig (Chief Legal Officer): $3.47 million total.

👉 Why it matters: Most of this pay is in stock, not cash. That means executives only really benefit if the stock price does well, which ideally aligns their decisions with making shareholders money.

⚖️ Big Picture: Governance & Risk

👍 Strengths:

The Board includes independent directors with diverse skills from tech, finance, and marketing.
They have strong "clawback" policies to recover pay if there's a financial restatement due to misconduct.
Stock ownership guidelines require executives to hold significant company stock, further aligning their interests.

⚠️ Risks & Considerations:

The classified board structure (where only part of the board is up for election each year) can make it harder for shareholders to quickly change leadership. The board has pledged to phase this out within two years.
While pay is tied to performance, the specific goals and metrics are set by the board, so shareholders must trust their judgment.
Executive pay, especially for the CEO, is very high in absolute terms, a common point of scrutiny for investors.

🧠 The Analogy

Reading this proxy is like being a limited partner in a professional sports team. The document is your pre-game briefing. You're asked to vote on the team's strategy (board members), approve the coach's and star players' contracts (executive pay), and sign off on the team's official scorekeeper (the auditor). The complex pay structure is like a player's contract: a base salary, a bonus for winning games this season (annual bonus), and stock options that vest if the team's value grows over the next few years (long-term equity).

🧩 Final Takeaway

This proxy is fundamentally about accountability and alignment. Shareholders are being asked to approve the leaders and the pay structure designed to drive DoubleVerify's long-term growth. The key takeaway is that the vast majority of executive pay is "at-risk"—tied to the company hitting financial targets and its stock price outperforming, which is meant to ensure executives work for the same outcome as shareholders.

DV Shareholders to Vote on $11.8M CEO Pay at May 21 Meeting