Senthil Kanagaratnam
Digital TurbineAbout Senthil Kanagaratnam
Senthil Kanagaratnam, age 51, has served as Chief Technology Officer of Digital Turbine (APPS) since November 2022, with prior leadership roles at Meta (head of engineering and products for Reality Labs infrastructure/security/privacy), TiVo (SVP Global Engineering & Services), Verifone, and fintech startup Tranzfinity; he holds a B.Sc. in Computer and Information Systems from the University of London and an M.S. in Software Management from Carnegie Mellon University . His incentive design emphasizes pay-for-performance via PSUs tied to multi-year revenue and adjusted EBITDA goals (and TSR elements in prior awards), with vesting after committee certification, aligning compensation outcomes with company operating plan and growth targets .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Meta (Reality Labs) | Head of Engineering & Products (horizontal infrastructure, security, privacy) | Aug 2020–Nov 2022 | Led infra/security/privacy engineering for Reality Labs, scaling horizontal platforms |
| TiVo Corp. | SVP, Global Engineering & Services | Mar 2018–Aug 2020 | Drove global engineering/services; product and platform execution |
| Verifone Systems, Inc. | Senior Engineering roles | Prior to 2018 | Senior engineering leadership in payments technology |
| Tranzfinity (fintech) | Co-founder; senior engineering | Prior to 2018 | Built fintech products; entrepreneurial execution |
External Roles
No external public company directorships disclosed for Kanagaratnam in the proxy .
Fixed Compensation
- Base salary increased from $420,000 (FY2024) to $450,000 (FY2025) for performance and retention; FY2026 criteria emphasize adjusted EBITDA for company-wide bonuses .
- Retention cash bonus approved in May 2024: $240,000 paid in eight quarterly installments of $30,000 over two years, contingent on continued employment; $90,000 was recognized in FY2025 .
| Component ($) | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary | 400,000 | 420,000 | 450,000 |
| Bonus (cash) | 250,000 (sign-on) | — | 90,000 (retention installments) |
| Stock Awards (RSUs/PSUs grant-date fair value) | 1,650,000 | 1,127,500 | 535,000 |
| Option Awards (grant-date fair value) | 550,000 | 312,500 | 367,500 |
| All Other Compensation (benefits, 401k, etc.) | 8,597 | 31,857 | 32,974 |
| Total | 2,858,597 | 1,891,857 | 1,475,474 |
Peer benchmarking: 2025 compensation decisions referenced a 13-company peer group (Pearl Meyer) including Cardlytics, Domo, Entravision, EverQuote, MediaAlpha, Outbrain, PubMatic, QuinStreet, System1, Thryv, Upland Software, Viant Technology, Yext .
Performance Compensation
- Annual cash incentive (FY2025): Performance portion is 80% of opportunity; threshold $180,000, target $360,000, max $720,000. Remaining 20% is discretionary; actual FY2025 payout by metric not disclosed .
- PSUs (multi-year):
- FY2025 grants vest based on two tranches over three fiscal years ending FY2027: two-thirds on annual operating plan revenue and adjusted EBITDA (50% each), and one-third on growth revenue and growth adjusted EBITDA (50% each), with linear interpolation between targets; earned on third anniversary post certification .
- FY2024 PSUs include revenue, adjusted EBITDA, and TSR criteria determined after FY2026; actual weighting among these FY2024 metrics not disclosed .
| Metric/Award | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Annual Cash Incentive FY2025 (Performance) | 80% of annual opportunity | $360,000 | Not disclosed | Not disclosed | Annual; plan modified to 1H/2H tranches for FY2026 with EBITDA as sole measure |
| PSUs FY2025 (total 250,000 sh) | 2/3 AOP: 50% revenue, 50% adj. EBITDA; 1/3 Growth: 50% revenue, 50% adj. EBITDA | Targets set by Board (AOP & Growth) | Not disclosed | 0–100% of granted shares (linear interpolation) | Earn on 3rd anniversary post certification; lock-up and negative discretion clawback for 2 years |
| PSUs FY2024 (target 43,524 sh; 0–87,048) | Not disclosed | Revenue, adj. EBITDA, TSR | Not disclosed | 0–200% of target (criteria after FY2026) | Earn post FY2026; certification required |
Option awards and vesting schedules:
| Grant Date | Type | Shares | Exercise Price | Vesting | Expiration |
|---|---|---|---|---|---|
| 05/24/2024 | Options | 250,000 | $2.14 | One-third on 1st anniversary; remainder quarterly over next two years | 05/24/2034 |
| 05/22/2024 | Options | 32,145 | $14.36 | One-fourth on 1st anniversary; remainder quarterly over three years | 05/22/2033 |
| 11/07/2022 | Options | 69,005 | $12.21 | One-third on 1st anniversary; remainder quarterly over next two years | 11/07/2032 |
RSU awards and vesting schedules:
| Grant Date | Type | Shares | Vesting |
|---|---|---|---|
| 11/02/2023 | RSUs | 31,056 | Equal quarterly installments over two years |
| 05/22/2024 | RSUs | 21,762 | One-fourth on 1st anniversary; remainder quarterly over three years |
| 11/07/2022 | RSUs (new-hire + incentive) | 114,660 + 20,475 = 135,135 | One-third on 1st anniversary; remainder quarterly over next two years |
Clawbacks and grant timing controls:
- Company-wide compensation recoupment policy (NASDAQ/SEC 402 rule): recovers excess incentive pay for restatements, covering three completed fiscal years prior to restatement date .
- LTI PSUs subject to negative discretion clawback and 2-year lock-up after vest; Board may adjust goals for extraordinary events to preserve incentives .
- Equity award timing policy avoids use of MNPI; options granted within days before earnings release; disclosure per Item 402(x) includes Kanagaratnam’s 05/24/2024 option grant ($2.14 strike; fair value $367,500) .
Equity Ownership & Alignment
Beneficial ownership (record date July 2, 2025):
| Holder | Shares | % of Class |
|---|---|---|
| Senthil Kanagaratnam | 321,177 | <1% |
Stock ownership guidelines and hedging/pledging:
- Board Member Equity Ownership and Retention Policy: CEO 5x salary; COO 2x salary; non-employee directors 3x annual cash retainer; CTO-specific multiple not disclosed; five years to comply; Board members have met or shown sustained progress .
- Insider Trading Policy prohibits hedging, short sales, margin accounts, and pledging except in limited cases with demonstrated capacity to repay the loan without resort to pledged securities .
Outstanding equity awards (as of March 31, 2025):
| Grant Date | Instrument | Exercisable | Unexercisable | Exercise Price | Unvested Shares | Market Value of Unvested ($) |
|---|---|---|---|---|---|---|
| 05/24/2024 | Options | — | 250,000 | 2.14 | — | — |
| 05/24/2024 | PSUs | — | — | — | 250,000 | 680,000 |
| 11/02/2023 | RSUs | — | — | — | 11,645 | 31,677 |
| 05/22/2023 | Options | 14,063 | 18,082 | 14.36 | — | — |
| 05/22/2023 | RSUs | — | — | — | 12,242 | 33,298 |
| 05/22/2023 | PSUs | — | — | — | 43,524 | 118,385 |
| 11/07/2022 | Options | 51,752 | 17,253 | 12.21 | — | — |
| 11/07/2022 | RSUs | — | — | — | 33,787 | 91,901 |
Change-of-control treatment:
- Under Equity Incentive Plans, all equity awards automatically fully vest upon a change of control (single-trigger for equity); Kanagaratnam’s unvested options also vest immediately upon change of control per grant terms .
Insider selling pressure assessment:
- Quarterly vesting across options and RSUs creates a regular cadence of newly vested shares; significant unearned PSUs (FY2024 and FY2025) could add supply upon certification/vesting, subject to 2-year lock-up for performance awards per plan .
Employment Terms
| Term | Detail |
|---|---|
| Start date | November 7, 2022 (Kanagaratnam Employment Agreement dated October 11, 2022) |
| Initial base salary | $400,000; eligible for annual bonus |
| Sign-on bonus | $250,000; repayment of 50% if voluntary termination or termination for cause before first anniversary; 33% if between first and second anniversaries |
| Equity on hire | Options (69,005 sh; $12.21 strike) vest 1/3 at first anniversary, then quarterly over two years; RSUs (114,660 new-hire + 20,475 incentive) vest similarly |
| Retention cash bonus | $240,000 payable in eight quarterly $30,000 installments (approved May 2024) |
| Severance (without cause/for good reason) | 12 months salary continuation; COBRA health benefits; pro-rata annual incentive based on performance to termination date; pro-rata vesting acceleration of options/RSUs as if monthly, advanced to next month |
| Change-of-control | All equity automatically fully vests; if termination in connection with/within 12 months of change in control (or due to a change in control for Kanagaratnam), salary continuation extended to 18 months; as of 3/31/2025, illustrative amounts: base salary $675,000; health $28,311; accelerated vesting $1,100,261 |
| Restrictive covenants | Customary confidentiality, non-compete, and non-solicitation provisions |
Investment Implications
- Pay-for-performance alignment is strong: PSUs tied to multi-year revenue and adjusted EBITDA targets (with TSR elements in FY2024 awards) should favor long-term value creation if operational execution improves; negative discretion clawback and post-vesting lock-up further align outcomes with sustainable performance .
- Retention risk appears actively managed: salary increased to $450,000 and a $240,000 retention cash program paid quarterly suggest APPS prioritized CTO retention amid equity dilution concerns and stock price volatility .
- Selling pressure watchpoints: Quarterly vesting schedules across options/RSUs and sizable unearned PSUs may create periodic supply upon vesting/certification; however, performance PSUs carry a two-year lock-up, reducing immediate liquidity post-vesting .
- Change-of-control economics: Single-trigger full equity acceleration plus 18-month salary/benefits on qualifying termination increase deal-related payout value; this structure can amplify executive incentives in strategic alternatives scenarios .
- Governance and risk controls: Company-wide clawback policy and prohibitions on hedging/short sales/margin usage (limited pledging only under strict conditions) mitigate misalignment and reputational risks; no pledging by Kanagaratnam is disclosed .