Max Valdes

About Max Valdes

Max Valdes, 70, is an independent director of Viant Technology Inc. (DSP), serving since February 2021; he is Lead Independent Director and chairs the Audit Committee, with the board designating him an “audit committee financial expert.” He previously served as CFO and EVP of First American Financial Corporation (NYSE: FAF) from August 2010 to March 2013, and earlier as Controller and Chief Accounting Officer during a 25-year career there; he is a CPA with a B.A. in Business Administration from California State University, Fullerton. He currently serves on the board and audit committee of First American Trust Company and on the Board of Trustees and Finance Committee of Chapman University. He was nominated and re-elected in 2025 to a term ending at the 2028 annual meeting, receiving 52,543,634 votes “For” vs. 2,063,463 “Withheld.”

Past Roles

External Roles

Board Governance

• Board/Role: Class I director; Lead Independent Director; Audit Committee Chair; Compensation Committee member; designated Audit Committee Financial Expert. Independent under Nasdaq rules.
• Meetings/Attendance: In 2024, the board met 6x; Audit 4x; Compensation 4x; Nominating 4x. Each director attended at least 75% of applicable meetings; all directors attended the 2024 annual meeting. Independent directors hold regular executive sessions presided over by Mr. Valdes.
• Audit Committee Composition and Nasdaq Cure: Following the June 5, 2024 resignation of Elizabeth Williams, the Audit Committee has two members (Valdes as chair; Yang); the company is relying on the Nasdaq 5605(c)(4)(B) cure period through June 5, 2025 to appoint an additional independent director.
• Controlled Company Exemption: DSP is a “controlled company” under Nasdaq rules; the Compensation Committee includes the COO (Chris Vanderhook), so it is not composed entirely of independent directors; Valdes serves alongside Yang.

2025 Director Election Result (signal of investor confidence)

Fixed Compensation

Director Compensation (Max Valdes)

• Mix/Observations: 2024 cash fees of $77,500 align with policy (base $50,000 + Audit Chair $20,000 + Compensation Committee member $7,500).

Non-Employee Director Cash Retainer Policy (effective Mar 20, 2024)

Performance Compensation

• Equity Structure: Annual RSU grant (grant date fair value $170,000) vests in full by the next annual meeting or first anniversary; initial appointment RSU grant $340,000 vests in three equal annual installments; all director equity accelerates on change-in-control under the 2021 Plan. No performance metrics are disclosed; vesting is time-based.

Other Directorships & Interlocks

• Other public company directorships: None disclosed for Mr. Valdes.
• Committee interlocks: Compensation Committee includes the Company’s COO due to controlled company status; the proxy states no executive officer served on another company’s board/comp committee creating a traditional interlock.

Expertise & Qualifications

• CPA; designated Audit Committee Financial Expert; extensive public company financial reporting and audit oversight experience; former CFO of a NYSE-listed company; current audit committee service at a financial institution affiliate.

Equity Ownership

• RSUs outstanding (as of 12/31/2024): 18,359 for Mr. Valdes.
• Hedging/Pledging: Company policy prohibits short-term trading, short sales, options/derivatives and hedging of Company stock; 2024 proxy heading also stated prohibition on pledging. No pledging by Mr. Valdes is disclosed.

Governance Assessment

• Strengths

  • Lead Independent Director with defined responsibilities; presides over executive sessions, approves agendas/materials, and liaises with investors.
  • Audit Committee chair; SEC-designated financial expert; deep CFO/accounting background supports oversight of financial reporting and controls.
  • Strong 2025 re-election support (52.5M For vs 2.1M Withheld), signaling investor confidence in his role.
  • Anti-hedging policy aligns director/shareholder interests; non-employee director equity awards (RSUs) reinforce alignment.

• Watch items / Potential Red Flags

  • Audit Committee temporarily at two members after June 2024 resignation; company relied on Nasdaq cure period through June 5, 2025 (Board indicates intent to add an independent director). As Audit Chair, Valdes is central to restoring full compliance.
  • Controlled company status allows a non-independent executive (COO) on Compensation Committee alongside Valdes; could be perceived as reduced independence in pay oversight.
  • Related-party transactions with entities controlled by founders (e.g., Capital V aircraft lease; $1.9M paid 1/1/2023–3/31/2025) heighten the importance of rigorous Audit Committee oversight; no transactions involving Mr. Valdes are disclosed.

• Compensation Structure Analysis (Directors)

  • Year-over-year increase in equity grant value ($150k→$170k) and higher initial grant ($150k→$340k) to align with peers; maintains at-risk, equity-heavy mix for non-employee directors.
  • Cash fees rose modestly (driven by committee roles) from $71.3k (2023) to $77.5k (2024).
  • No performance metrics disclosed for director equity (time-based RSUs), which is typical but provides less explicit pay-for-performance linkage at the director level.

• Independence, Attendance, Engagement

  • Board deems Valdes independent; he attended at least 75% of meetings and presides over executive sessions.

Overall: Valdes’ financial expertise and leadership as Lead Independent Director and Audit Chair are positives for investor confidence, particularly amid a period requiring Audit Committee composition remediation. The controlled company governance framework and founder-related transactions elevate the need for continued robust independent oversight, which his profile supports.