Jeffrey Karish
Digital TurbineAbout Jeffrey Karish
Jeffrey Karish (age 51) has served as an independent director of Digital Turbine since May 2013, and is the current Chair of the Compensation and Human Capital Management Committee . His background spans investment management and corporate strategy: leadership at Heritage Group, former President/EVP/acting General Counsel at Windsor Media, Head of Media Strategy & Corporate Development at Yahoo, and earlier management consulting at McKinsey; he holds a J.D. (Harvard), M.Phil. in International Relations (Cambridge), and B.A. in History (UC Berkeley) . The Board has determined he is independent under NASDAQ/SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Heritage Group | Member of leadership team | Not disclosed | Investment company focus on healthcare/medical research |
| Windsor Media LLC | President; previously EVP & acting General Counsel | Not disclosed | Investing/finance incl. PE, VC, investment management |
| Yahoo! | Head of Media Strategy & Corporate Development | Not disclosed | Strategic growth and M&A |
| McKinsey & Company | Management Consultant (West Coast Media & Technology practice) | Not disclosed | Strategy advisory |
External Roles
| Organization | Role | Current/Past | Notes |
|---|---|---|---|
| Banc of California | Director | Past | Former board member |
Board Governance
- Committee assignments: Chair, Compensation and Human Capital Management Committee; not listed as a member of Audit or Nominating committees in 2025 committee roster .
- Independence: Board determined Karish and a majority of directors are independent under NASDAQ/SEC rules .
- Attendance: In FY2025, each director attended at least 75% of aggregate Board and applicable committee meetings; the Board met 11 times .
- Committee engagement: Compensation Committee met 13 times (Karish as Chair), Audit Committee 9 times, Nominating & Corporate Governance Committee 1 time .
- Executive sessions: Independent directors meet in executive session after each Board and committee meeting, absent management .
- Board leadership: Chair and CEO roles are separated; Board sees this structure as supporting effective oversight and risk management .
Fixed Compensation
| Component | Amount ($) | Structure | Notes |
|---|---|---|---|
| Board Annual Cash Retainer (Director) | 50,000 | Paid quarterly | Applicable to non-chair directors |
| Board Annual Equity Retainer (Director) | 185,000 | Restricted stock, vests quarterly | Paid in restricted stock; quarterly vesting |
| Compensation Committee Chair Retainer – Cash | 7,000 | Paid quarterly | Chair premium |
| Compensation Committee Chair Retainer – Equity | 7,000 | Restricted stock, vests quarterly | Chair premium equity |
| FY2025 Cash Fees (Karish actual) | 57,000 | Quarterly payments | Matches Board + Comp Chair cash |
| FY2025 Stock Awards (Karish actual, grant-date fair value) | 191,999 | Restricted stock | Aggregate ASC 718 value |
| FY2025 Total Director Compensation (Karish) | 248,999 | Cash + equity | Mix ~77% equity (191,999 of 248,999) |
Director stock ownership guidelines: Non-employee directors must hold stock equal to 3x annual cash retainer; five-year window to comply; unvested RS/RSUs and unvested options excluded, vested unexercised options counted as 0.5 share; Board reports all members have met or are making sustained progress toward compliance .
Performance Compensation
| Grant Date | Instrument | Shares Granted | Unvested as of 3/31/2025 | Vesting | Valuation |
|---|---|---|---|---|---|
| July 31, 2024 | Restricted common stock | 24,000 | 6,000 | Quarterly over four quarters | Included in FY2025 stock awards |
| September 9, 2024 | Restricted common stock | 44,368 | 11,092 | Quarterly over four quarters | Included in FY2025 stock awards |
- No director options, PSUs, or performance metrics are disclosed for Karish’s director compensation; director equity grants vest time-based over four quarters per policy .
- Compensation Committee uses external advisor (Pearl Meyer) for market trends, peer company recommendations, and competitive practice analyses for execs and directors; committee retains authority to engage/terminate advisors .
- Say-on-pay (exec compensation) received 87% support at the prior annual meeting, indicating shareholder acceptance of compensation philosophy; while not director-specific, it signals overall compensation governance stability .
Other Directorships & Interlocks
| Company | Role | Interlocks/Conflicts |
|---|---|---|
| Banc of California | Former Director | No Compensation Committee interlocks or insider participation disclosed for FY2025; no related-party relationships requiring disclosure among committee members |
Expertise & Qualifications
- Strategy, finance, and M&A expertise through Yahoo corporate development, Windsor Media investment leadership, and McKinsey advisory experience .
- Legal training (Harvard J.D.) supports governance and oversight rigor; international relations (Cambridge M.Phil.) and UC Berkeley B.A. broaden analytical perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Common Outstanding | Notes |
|---|---|---|---|
| Jeffrey Karish | 416,861 | 0.386% (416,861 ÷ 107,957,043) | Record date shares outstanding: 107,957,043 common; excludes preferred unless as-converted for voting; table flags <1% for individual directors |
- Unvested director-retainer restricted stock as of 3/31/2025: 6,000 (July 31, 2024 grant) and 11,092 (September 9, 2024 grant) .
- Pledging/hedging: No pledging disclosures appear in the proxy; none are reported in the beneficial ownership section .
- Ownership guidelines: 3x annual cash retainer; Board states all members have met or show sustained progress .
Governance Assessment
- Strengths: Independent status; robust committee engagement (Compensation Committee met 13 times with Karish as Chair), and structured director ownership guidelines promoting alignment; independent executive sessions after each meeting enhance oversight .
- Compensation governance: Use of Pearl Meyer indicates independent benchmarking; no compensation committee interlocks or related-party participation reported among committee members; prior say-on-pay support at 87% signals investor acceptance of pay practices .
- Alignment: Director pay mix is equity-heavy (~77% equity for Karish in FY2025), with time-based vesting encouraging sustained tenure and stock ownership; compliance with ownership guidelines supports skin-in-the-game .
- Potential risks/RED FLAGS to monitor: Absence of performance-based equity for directors (common market practice, but reduces explicit pay-for-performance linkage); ensure no future related-party transactions emerge—Audit Committee policy requires review of transactions >$120,000 and reported none since April 1, 2024 .
- Board effectiveness indicators: Board and committee meeting cadence, independence determinations, and separated Chair/CEO roles underpin risk oversight; Audit Committee oversees AI governance, data privacy, and cybersecurity—Board structure responsive to digital risk profile .
Additional notes: Director elections are by plurality vote; all eight incumbent directors nominated for one-year terms in the 2025 proxy .