William G. Stone III
Digital TurbineAbout William G. Stone III
William G. Stone III is Chief Executive Officer of Digital Turbine (APPS) and a director (age 57 as of July 2025). He became CEO on October 2, 2014 and joined the Board in January 2015. He holds a B.A. and M.B.A. from Rice University, and previously served as SVP at Qualcomm and President of its FLO TV subsidiary, and as CEO/President of Handango, with earlier executive roles at Verizon, Vodafone, and AirTouch . Pay-versus-performance data shows APPS TSR of $62.99 (from a $100 base) in FY2025, $60.79 in FY2024, and $286.77 in FY2023; Net Revenue was $490.5M (FY2025), $544.5M (FY2024), $665.9M (FY2023) and Adjusted EBITDA was $72.3M, $92.4M, and $163.2M, respectively .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Digital Turbine (APPS) | President & COO; CEO; Director | Nov 2013–Oct 2014 (President/COO); CEO since Oct 2014; Director since Jan 2015 | Led transition to current leadership; long-tenured operator with deep mobile distribution experience . |
| Qualcomm / FLO TV | SVP, Qualcomm; President, FLO TV | 2009–2011 | Led mobile video initiative at FLO TV; senior wireless/media operating experience . |
| Handango | CEO & President | 2007–2009 | Ran mobile app storefront (acquired by Appia); mobile apps/channel expertise . |
| Verizon, Vodafone, AirTouch | Executive roles | Prior to 2007 (not individually dated) | Global carrier/operator experience in mobile/content distribution . |
External Roles
No current external public-company directorships disclosed for Stone .
Fixed Compensation
| Metric | FY 2024 | FY 2025 |
|---|---|---|
| Base Salary ($) | 650,000 | 650,000 |
| Target Bonus (% of base) | 150% of base salary (performance goals: revenue and adjusted EBITDA; 50/100/200% payout curve) | Committee used similar criteria; performance portion 80% and 20% discretionary (plan-based target amounts set by Committee) |
| Actual Bonus Paid ($) | 0 (thresholds not met; no discretionary bonus) | 0 (no bonus shown) |
Performance Compensation
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Annual incentive (cash)
- FY2024 metrics/weights: Revenue 40%, Adjusted EBITDA 40%, Discretionary 20%; 0 paid due to under-threshold results .
- FY2025 design: Performance-based portion equals 80% of annual plan; 20% discretionary; target/threshold/max amounts set by Committee .
-
Long-term incentives (equity and cash)
- FY2024 annual LTI:
- PSUs: revenue (1/3), adjusted EBITDA (1/3), TSR (1/3); threshold/target/stretch = 50%/100%/200% of target shares; 3-year performance period ending FY2026; vest on third anniversary upon Committee certification .
- RSUs: 4-year vesting (25% at first anniversary, then quarterly) .
- Options: 4-year vesting (25% at first anniversary, then quarterly) .
- FY2025 awards (May 2024 grants):
- PSUs: 500,000 (Stone); two-thirds based on 3-year annual operating plan targets for revenue and adjusted EBITDA (50/50); one-third based on 3-year “growth” revenue and “growth” adjusted EBITDA (50/50); up to 100% earned depending on achievement; earned at third anniversary .
- Options: 500,000 @ $2.14, 25% at first anniversary, then quarterly through year 4 .
- Long-term cash opportunity: up to $2.4M tied to the same 3-year performance goals (operating plan and growth revenue/Adj. EBITDA with linear interpolation) .
- FY2025 additional grants (May 23, 2025 8-K): PSUs 344,037 and options 462,963 (exercise price at grant-date close); options vest 1/3 on first anniversary then quarterly through year 3 .
- FY2024 annual LTI:
-
Clawbacks and lock-up
- Dodd-Frank compliant recoupment policy adopted Nov 2023 (covers excess incentive-based comp for restatements) .
- PSUs subject to negative-discretion clawback up to 2 years after vesting for restatements/cause; underlying shares subject to a 2-year lock-up .
Annual and LTI structures
| Plan | Metric | Weighting | Target/Curve | Vesting |
|---|---|---|---|---|
| FY2024 Annual | Revenue; Adj. EBITDA; Discretionary | 40%; 40%; 20% | Threshold/Target/Stretch 50/100/200% of target | Cash after year-end (0 paid) . |
| FY2024 PSUs | Revenue; Adj. EBITDA; TSR | 1/3 each | 50/100/200% of target shares | 3-year, cliff at yr 3 on certification . |
| FY2025 Annual | Performance; Discretionary | 80%; 20% | Committee-set threshold/target/max | Cash; 80% performance-driven . |
| FY2025 PSUs | Op plan: Rev/Adj. EBITDA; Growth: Rev/Adj. EBITDA | 2/3 (op plan, split 50/50); 1/3 (growth, split 50/50) | Up to 100% earnout | 3-year, cliff at yr 3 on certification . |
| FY2025 LTI Cash | Same as FY2025 PSUs | — | Up to $2.4M (Stone) | Paid based on 3-year results . |
Multi-year CEO Compensation (Summary Compensation Table)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| Salary ($) | 625,000 | 650,000 | 650,000 |
| Bonus ($) | 62,500 | — | — |
| Stock Awards ($) | 5,625,000 | 4,575,000 | 1,070,000 |
| Option Awards ($) | 1,875,000 | 1,525,000 | 735,000 |
| All Other Comp ($) | 28,942 | 29,631 | 28,750 |
| Total ($) | 8,216,442 | 6,779,631 | 2,483,750 |
Performance & Track Record (Company-level)
| Metric | FY 2023 | FY 2024 | FY 2025 |
|---|---|---|---|
| TSR (Value of $100) | 286.77 | 60.79 | 62.99 |
| Net Revenue ($000s) | 665,920 | 544,482 | 490,506 |
| Adjusted EBITDA ($000s) | 163,208 | 92,374 | 72,308 |
| Net Income ($000s) | 16,870 | (420,448) | (92,099) |
Equity Ownership & Alignment
- Beneficial ownership: 2,378,247 shares (2.2% of common) as of July 2, 2025; Directors/officers group: 6.1% .
- Stock ownership guidelines: CEO = 5x base salary; Stone has met the guideline. Directors = 3x annual cash retainer. Compliance generally met or with sustained progress .
- Hedging/pledging: Hedging and short sales prohibited; holding in margin or pledging is prohibited except limited pledge exceptions with demonstrated capacity to repay without resort to pledged stock .
Outstanding and Unvested Awards (as of March 31, 2025)
| Award | Grant Date | Quantity/Status | Key Terms |
|---|---|---|---|
| Options | 5/24/2024 | 500,000 unexercisable @ $2.14; exp. 5/24/2034 | 25% vests at 1st anniversary; then quarterly over next 3 years . |
| PSUs | 5/24/2024 | 500,000 target unearned (payout value $1,360,000 used in table) | 3-year performance: rev/Adj. EBITDA op plan and growth targets . |
| Options | 5/22/2023 | 88,240 unexercisable; 68,630 exercisable @ $14.36; exp. 5/22/2033 | 25% at 1st anniversary; then quarterly . |
| RSUs | 5/22/2023 | 59,737 unvested (MV $162,485) | 25% at 1st anniversary; then quarterly to yr 4 . |
| PSUs | 5/22/2023 | 212,396 target unearned (payout value $577,717) | 3-year: revenue, Adj. EBITDA, TSR (50/100/200% curve) . |
| Older options/RSUs | 2020–2022 | Various (e.g., options at $29.33; $67.71; RSUs 43,957 (2022) and 3,000 (2021)) | Older strikes mostly above $2.62–$2.72 reference prices used in proxy valuation tables . |
Note: Additional grants on May 23, 2025: PSUs 344,037; options 462,963 (1/3 at first anniversary; then quarterly through year 3) .
Employment Terms
- Status: At-will since March 16, 2018; employment agreement (Sept 9, 2014) amended in 2016 and 2018 to implement annual cash and LTI incentive structure .
- Severance (termination without cause or for good reason):
- Base salary continuation for 12 months; COBRA premium coverage; pro-rata annual bonus; pro-rata vesting of options/RSUs as if monthly; PSUs pro-rata at target based on months/36 (for Stone) .
- Change of control:
- All equity awards under the plans fully vest upon a change in control (single-trigger equity acceleration) .
- If terminated without cause/for good reason in connection with or within 12 months of a change in control: salary and benefits period extended to 18 months; plus amounts above and equity acceleration .
Illustrative termination economics
| Scenario (as of) | Base Salary Continuation ($) | Health Plan Payments ($) | Equity Acceleration Value ($) |
|---|---|---|---|
| Without cause / good reason (3/31/2024) | 650,000 | 20,215 | 326,570 (PSUs at target pro-rata) |
| CIC + qualifying termination (3/31/2024) | 975,000 | 30,330 | 1,225,387 (full equity vesting at target values) |
| CIC + qualifying termination (3/31/2025) | 975,000 | 29,875 | 2,709,222 |
- Definitions: “Cause” includes fraud, willful misconduct, certain convictions, or material breach (15-day cure where curable). “Good reason” includes failure to pay, changes in reporting line, or material diminution of duties (with cure periods), among other terms .
Board Governance
- Role: CEO and Director; not Chair. APPS maintains an independent Chair (Robert Deutschman) and separates Chair/CEO roles .
- Independence: Stone is an employee director; Board majority independent. Independent directors meet in executive session after meetings .
- Committees: Audit, Compensation and Human Capital Management, and Nominating & Corporate Governance—Stone is not listed as a member; committee chairs are independent .
- Attendance: In FY2024, Board held 6 meetings; each then-director attended ≥75% of aggregate Board and committee meetings .
Director compensation framework (for non-employee directors; Stone does not receive director fees)
| Role | Annual Equity Retainer ($) | Annual Cash Retainer ($) | Total ($) |
|---|---|---|---|
| Board Chair | 275,000 | 50,000 | 325,000 |
| Other Directors | 185,000 | 50,000 | 235,000 |
| Audit Chair / Member | 10,000 / 5,000 | 10,000 / 5,000 | 20,000 / 10,000 |
| Comp Chair / Member | 7,000 / 3,000 | 7,000 / 3,000 | 14,000 / 6,000 |
| Nominating Chair / Member | 4,500 / 2,250 | 4,500 / 2,250 | 9,000 / 4,500 |
| Restricted stock vests quarterly; retainers paid quarterly . |
Compensation Structure Analysis
- Mix shift and dilution sensitivity: In FY2025, stock and option grant-date values declined sharply vs FY2024 ($1.81M vs $6.10M), and the Committee added a multi-year performance-based cash LTI (up to $2.4M) to balance retention and dilution, a sign of responsiveness to share price and overhang concerns .
- Tightened performance orientation: Annual plan keeps heavy performance weighting; FY2024/2025 PSUs tied to multi-year revenue and adjusted EBITDA (and TSR in FY2024), with certification at year 3 and clawbacks/lock-ups, aligning payouts with operating results and shareholder returns .
- Equity timing transparency: Required Item 402(x) table showed FY2023 option grants were made two trading days before earnings; stock fell ~43% the day after earnings (disclosed), indicating oversight on award timing and no opportunistic “spring-loading” intent per policy .
- Say-on-Pay support: 87% approval at prior annual meetings suggests investor acceptance of the program .
- Peer group benchmarking: Compensation Committee engages Pearl Meyer; 2025 peer group includes Cardlytics, Domo, Entravision, EverQuote, MediaAlpha, Outbrain, PubMatic, QuinStreet, System1, Thryv, Upland, Viant, and Yext .
Risk Indicators & Red Flags
- Hedging/pledging prohibited (limited pledge exceptions); insider trading windows controlled; formal recoupment policy adopted in Nov 2023 .
- Related-party transactions: none requiring disclosure since April 1, 2023 .
- Change-in-control: Single-trigger equity acceleration combined with double-trigger severance/benefits—creates potential event-driven payout sensitivity .
- Option moneyness: As of proxy valuations, many legacy option strikes (e.g., $14.36; $29.33; $67.71) were above ~$2.62–$2.72 prices used in tables, limiting near-term option exercise/selling pressure except for 2024 options at $2.14 and any in-the-money low-strike legacy grants .
Vesting Schedules and Insider Selling Pressure
- Time-based RSUs/options: 25% cliff at first anniversary of grant; remaining 75% vest quarterly over 3 years (e.g., 5/22/2023 awards cliffed on 5/22/2024; 5/24/2024 awards cliff on 5/24/2025), creating predictable quarterly settlement windows thereafter .
- PSUs: Earn on the third anniversary based on multi-year revenue/Adjusted EBITDA (and TSR for FY2024 awards), with certification; shares then subject to additional lock-up and clawback period .
- New 2025 grants (5/23/2025): options vest 1/3 at 1-year and then quarterly through 3 years; PSUs follow the same 3-year performance schedule .
Equity Ownership Detail (Beneficial)
| Holder | Shares | % of Class |
|---|---|---|
| William G. Stone III | 2,378,247 | 2.2% |
Note: Beneficial ownership table includes vested/unvested RSUs per disclosed methodology; unvested RSUs are not “beneficially owned” under SEC rules but were included as indicated in footnotes .
Say-on-Pay & Shareholder Feedback
- Advisory approval: 87% approval at prior annual meetings; the Committee continues to use peer data and performance alignment language .
Compensation Peer Group (for benchmarking)
- 2025 peer group (examples): Cardlytics, Domo, Entravision, EverQuote, MediaAlpha, Outbrain, PubMatic, QuinStreet, System1, Thryv, Upland Software, Viant, Yext .
Investment Implications
- Alignment and pay sensitivity: The shift toward multi-year performance cash plus PSUs tied to revenue/Adjusted EBITDA (and prior TSR) should align payouts to operating results and share performance, while quarterly vest schedules may create modest, predictable supply but many legacy options are out-of-the-money at reference prices, limiting exercise-driven selling pressure near term .
- Retention and transition risk: At-will status with 12–18 months salary continuation, COBRA coverage, and pro-rata bonus reduces abrupt departure risk; however, single-trigger equity acceleration at change-in-control combined with double-trigger severance may influence executive incentives around strategic alternatives .
- Governance: Independent Chair and majority independent Board, robust insider trading/anti-hedging policies, and a formal clawback mitigate governance risk; Say-on-Pay support (87%) indicates shareholder acceptance of pay design despite mixed recent TSR and declining revenue/Adjusted EBITDA .