Chris Vanderhook
About Chris Vanderhook
Chief Operating Officer and Director of Viant Technology Inc. (DSP), age 46 as of April 2025; COO and director since October 2020; co‑founded Viant Technology LLC in 1999 and co‑founded XUMO in 2011, which was sold to Comcast in 2020. Holds a B.S. in Business Administration from USC Marshall School of Business, with two decades of operating experience in digital advertising and OTT streaming . Under his operating tenure, Viant’s revenues grew from $197.2M in FY2022 to $289.2M in FY2024, and EBITDA improved from a loss to positive in FY2024 (see table) [Values retrieved from S&P Global]*.
Company Performance (Recent Years)
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues ($USD) | $197,168,000 | $222,934,000 | $289,235,000 |
| EBITDA ($USD) | -$36,129,000* | -$3,565,000* | $19,939,000* |
| *Values retrieved from S&P Global. |
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viant Technology LLC | Co‑Founder; Chief Operating Officer; Director | 1999–present | Built and scaled demand-side ad tech platform; industry relationships and execution |
| Viant Technology Inc. | Chief Operating Officer; Director | Oct 2020–present | Public company operating discipline; committee roles; controlled company governance |
| XUMO (OTT streaming) | Co‑Founder | 2011–2020 | Built ad‑supported OTT service; monetization culminating in sale to Comcast (2020) |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No other public company directorships disclosed in proxy statements |
Fixed Compensation
| Component | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $700,000 | $700,000 | $700,000 |
| Stock Awards ($) | $1,600,000 | $800,000 | $1,932,177 |
| Option Awards ($) | $1,600,000 | $1,220,000 | $643,146 |
| Non‑Equity Incentive Plan ($) | — | $849,690 | $894,345 |
| Total ($) | $3,900,000 | $3,569,690 | $4,169,668 |
Key mix shift: 2024 tilted toward time‑vested RSUs (higher RSU grant value, lower options) vs 2023, indicating reduced risk in equity mix and stronger retention focus .
Performance Compensation
| Year | Metric | Weighting | Target | Actual | Payout ($) | Notes |
|---|---|---|---|---|---|---|
| 2024 | Contribution ex‑TAC | 70% | Not disclosed | Company AIP achievement 127.8% | $894,345 | Annual Incentive Plan; employment on last day required |
| 2024 | Adjusted EBITDA | 30% | Not disclosed | Company AIP achievement 127.8% | Included above | Same as above |
| 2023 | Contribution ex‑TAC | 70% | Not disclosed | Company AIP achievement 121.4% | $849,690 | AIP adopted; payout range 0–150% of target |
| 2023 | Adjusted EBITDA | 30% | Not disclosed | Company AIP achievement 121.4% | Included above | Same as above |
Target bonus opportunity: 100% of base salary for Chris in 2023 and 2024; payout ranges up to 150% of target .
Equity Ownership & Alignment
| Item | Amount | Detail / Implication |
|---|---|---|
| Class A Common (shares) | 796,384 | 4.9% of Class A beneficially owned |
| Class B Common (shares) | 7,833,774 | 16.8% of Class B; exchangeable 1:1 into Class A or cash |
| Total Voting Power | 13.7% | Controlled company; Vanderhook parties hold >50% voting power |
| Direct Class A shares | 177,769 | Directly held |
| Options (exercisable/vesting ≤60 days) | 602,416 | Near‑term exercisables; contributes to beneficial ownership |
| RSUs (vesting ≤60 days) | 16,199 | Near‑term vesting |
| Anti‑hedging / short sales | Prohibited | Company policy prohibits hedging, short sales, and certain derivatives |
| Pledging | Policy heading includes pledging | Insider Trading Policy section heading references pledging; text prohibits hedging/derivatives |
Equity Award Vesting Schedules (Retention and Sell‑to‑Cover Indicators)
| Award | Grant Date | Quantity | Vesting Terms | Strike / Expiry |
|---|---|---|---|---|
| RSU | 3/15/2024 | 194,384 | Ratable quarterly over three years beginning 3/10/2024 | — |
| Option | 3/15/2024 | 96,363 | Ratable quarterly over three years beginning 3/10/2024 | $9.94; 3/15/2034 |
| RSU | 3/7/2023 | 180,180 | 50% on each anniversary of 3/10/2023 (two‑year) | — |
| Option | 3/7/2023 | 381,632 | 50% 3/10/2024; then 12.5% quarterly thereafter | $4.44; 3/7/2033 |
| RSU | 3/15/2022 | 266,667 | 25% annually on each anniversary of 3/10/2022 (four‑year) | — |
| Option | 3/15/2022 | 472,813 | 25% 3/10/2023; then 6.25% quarterly thereafter (four‑year) | $6.00; 3/15/2032 |
Company routinely repurchased shares to cover withholding taxes upon vesting and for personal tax planning after option exercises (e.g., $1.186M each from Tim and Chris in 2024 for RSU tax; $2.999M each in 2024 for personal tax planning; $1.228M each on 3/10/2025 for RSU tax), indicating predictable periodic insider-related flows around vest dates .
Employment Terms
- No employment agreement, severance, or change‑in‑control arrangement disclosed for Chris (Madden only has an employment agreement with 12‑month salary continuation on qualifying termination) .
- Registration Rights Agreement (Feb 9, 2021) provides demand/piggyback rights for Vanderhook parties to register Class A issuable upon exchanges of Class B units, enabling liquidity planning post‑exchange .
- Controlled company status: Comp and Nominating Committees include executives (Chris and Tim), exempt from full independence requirements under Nasdaq rules; audit committee independence maintained per Rule 10A‑3 .
Board Service and Governance
- Board service: Class II director; term to 2026 annual meeting; COO + Director dual role; brother to CEO/Chairman Tim Vanderhook, underscoring related‑party oversight needs .
- Committee roles: Compensation Committee member (chair is Vivian Yang); Nominating & Corporate Governance Committee member; not independent on Compensation Committee due to executive status (permitted under controlled company exemptions) .
- Board attendance and cadence: Board met 6 times in FY2024; each director attended ≥75% of board and committee meetings; independent director executive sessions held regularly (lead independent director: Max Valdes) .
Related‑Party Transactions (Governance Red Flags to Monitor)
- Capital V aircraft dry lease (entity controlled by Tim, Chris, and Russ Vanderhook): $14,500 per flight hour; $1.9M paid from Jan 1, 2023 to Mar 31, 2025; auto‑renews annually with adjustable rate .
- Tax Receivable Agreement: Company pays 85% of realized/assumed tax savings to continuing LLC members (including Vanderhook parties), with early termination/change‑in‑control payment mechanics that can be substantial and impact liquidity/timing of strategic transactions .
Investment Implications
- Pay‑for‑performance alignment: Annual cash incentive tied to contribution ex‑TAC and adjusted EBITDA with above‑target payouts in 2023 (121.4%) and 2024 (127.8%), aligning cash bonuses to operational metrics investors track in ad tech; target bonus set at 100% of salary for COO .
- Retention and selling pressure: Large, predictable quarterly RSU vesting through 2026 and staged option vesting likely produce recurring sell‑to‑cover transactions; company disclosures show regular tax‑related repurchases from Chris around vesting, which can create modest technical supply around these dates .
- Equity alignment and control: Significant beneficial ownership (Class B units and voting power) keeps incentives aligned with long‑term value creation, but controlled company status and executive participation on Compensation and Nominating Committees reduce independence, elevating governance risk for minority holders .
- Governance/related‑party risk: Aircraft lease and TRA obligations warrant ongoing monitoring; TRA mechanics can affect M&A timing and liquidity in downside scenarios, and aircraft lease terms should be periodically benchmarked for arm’s‑length economics .
All values and statements above are sourced from Viant Technology Inc. DEF 14A filings and S&P Global data.