Tim Vanderhook
About Tim Vanderhook
Tim Vanderhook, 44, is Chief Executive Officer and Chairman of Viant Technology Inc. (DSP). He has served as CEO and director since October 2020 and as Chairman since February 2021, having previously co-founded and led Viant Technology LLC since 1999; he co-founded XUMO in 2011, which was acquired by Comcast in 2020 . He currently serves on the Board of Trustees of Chapman University . Pay-for-performance is anchored to contribution excluding traffic acquisition costs (ex‑TAC) and adjusted EBITDA, with 2024 Annual Incentive Plan achievement at 127.8%, resulting in a $894,345 cash payout for Tim .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Viant Technology LLC | Co‑Founder & Chief Executive Officer | 1999–present | Raised private equity capital and executed numerous acquisitions to build the business |
| Viant Technology Inc. | CEO & Director; Chairman | CEO/Director since Oct 2020; Chairman since Feb 2021 | Led public company governance and strategy after IPO; continued platform innovation |
| XUMO (AVOD streaming) | Co‑Founder | 2011–2020 | Built one of largest ad-supported OTT services; exited via sale to Comcast in 2020 |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Chapman University | Board of Trustees | Current | Governance and finance oversight; community engagement |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus (%) | Actual Cash Bonus Paid ($) |
|---|---|---|---|
| 2024 | 700,000 | 100% of base salary | 894,345 |
| 2023 | 700,000 | Not disclosed | 849,690 |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout / Grant |
|---|---|---|---|---|---|
| Annual Incentive Plan (Cash) | Contribution ex‑TAC | 70% | 0–150% of target opportunity | Included in total 127.8% achievement | $894,345 cash (2024) |
| Annual Incentive Plan (Cash) | Adjusted EBITDA | 30% | 0–150% of target opportunity | Included in total 127.8% achievement | $894,345 cash (2024) |
| Equity Awards (RSUs) | Service-based RSUs | n/a | 194,384 RSUs granted 3/15/2024 | Vesting ratably quarterly over 3 years beginning 3/10/2024 | $1,932,177 grant date fair value (2024) |
| Equity Awards (Options) | Nonqualified stock options | n/a | 96,363 options granted 3/15/2024 | Vesting ratably quarterly over 3 years beginning 3/10/2024 | $643,146 grant date fair value (2024) |
Equity Awards Detail and Vesting
| Award Type | Grant Date | Quantity | Exercise Price ($) | Expiration | Vesting Schedule | Market Value at 12/31/24 ($) |
|---|---|---|---|---|---|---|
| Options | 3/15/2024 | 24,090 exercisable; 72,273 unexercisable | 9.94 | 3/15/2034 | Ratable quarterly over 3 years beginning 3/10/2024 | n/a |
| RSUs | 3/15/2024 | 145,788 unvested at 12/31/24 | n/a | n/a | Ratable quarterly over 3 years beginning 3/10/2024 | 2,768,514 |
| Options | 3/7/2023 | 130,401 exercisable; 47,704 unexercisable | 4.44 | 3/7/2033 | 50% vested on 3/10/2024; 12.5% quarterly thereafter | n/a |
| RSUs | 3/7/2023 | 90,090 unvested at 12/31/24 | n/a | n/a | 50% vests on each anniversary of 3/10/2023 | 1,710,809 |
| Options | 3/15/2022 | 325,058 exercisable; 147,755 unexercisable | 6.00 | 3/15/2032 | 25% vested on 3/10/2023; 6.25% quarterly thereafter | n/a |
| RSUs | 3/15/2022 | 133,334 unvested at 12/31/24 | n/a | n/a | 25% vests on each anniversary of 3/10/2022 | 2,532,013 |
Equity grant date fair values and market values are computed under ASC 718; market value uses DSP Class A closing price $18.99 on 12/31/2024 .
Equity Ownership & Alignment
| Category | Detail |
|---|---|
| Direct and derivative holdings | 177,769 Class A shares; 602,416 options currently exercisable or vesting within 60 days; 16,199 RSUs vesting within 60 days; 7,833,774 Class B units and equal Class B shares (2,000,000 via GRATs) |
| Beneficial ownership % | 35.0% beneficial ownership of Class A (Rule 13d‑3(d)(1)); 13.7% total voting power |
| Capital V LLC group | Tim holds a one‑third interest in Capital V; Capital V holds 28,451,103 Class B shares (60.9% of Class B); voting/investment decisions require majority approval; Capital V, Tim, and Chris form a “group” with 74.3% combined beneficial ownership of Class A by Rule 13d‑3(d)(1) |
| Anti‑hedging | Insider Trading Policy prohibits short‑term trading, short sales, and hedging transactions in Viant securities |
| Pledging | No pledging disclosure found in proxy |
Employment Terms
- No employment or change‑in‑control agreements for Tim; only CFO Larry Madden has an employment agreement and severance terms; executives otherwise participate in standard benefits programs .
- Equity grant practices avoid timing around material nonpublic information releases .
- Registration Rights Agreement grants demand and piggyback rights to exchange Class B units for Class A shares, including for Vanderhook Parties, which may facilitate liquidity events and potential selling overhang .
- Tax Receivable Agreement includes early termination and change‑in‑control payment mechanisms that could negatively impact corporate liquidity and affect M&A timing; discount rate equals lesser of 6.5% or SOFR + 400 bps .
Board Governance
- Board service history: Tim is CEO & Director since October 2020; Chairman since February 2021 .
- Committees: Member of Nominating and Corporate Governance Committee; not a member of Audit Committee; Compensation Committee membership indicated for other directors including Chris Vanderhook, Max Valdes, and Vivian Yang .
- Dual‑role implications: CEO + Chairman structure; board has designated Lead Independent Director (Max Valdes) with defined responsibilities to mitigate conflicts, including presiding over executive sessions and liaising with major stockholders .
- Controlled company: Viant qualifies as a “controlled company” under Nasdaq rules due to voting power of the Vanderhook Parties; exempt from majority‑independent board, all‑independent compensation, and all‑independent nominating committees; audit committee independence requirements still apply .
- Director compensation: Tim receives no additional compensation for director service; director fees and RSU grants apply only to non‑employee directors .
Related Party Transactions and Trading Signals
- Aircraft dry lease with Capital V LLC (entity controlled by Tim, Chris, and Russ Vanderhook) at $14,500 per flight hour; auto‑renews annually; Viant paid $1.9 million from Jan 1, 2023 to Mar 31, 2025 .
- Company share repurchases tied to executive tax obligations: Viant repurchased Class A shares for tax withholding upon RSU vesting and for personal tax planning after option exercises for Tim ($1,186,308 + $2,999,988 in 2024; $1,228,157 on Mar 10, 2025), indicating recurring vesting‑related supply into the market, albeit via company repurchase rather than open market sales .
Compensation Committee Analysis
- Composition and independence: Compensation Committee is not entirely independent; recommendations for executive officer compensation and equity grants are submitted to the independent members of the board . Committee members include independent directors (Vivian Yang, Max Valdes) and non‑independent director (Chris Vanderhook) .
- Consultant: Alpine Rewards retained as independent compensation consultant in 2024; no conflicts identified; scope included market benchmarking, peer development, performance measures, and program structure .
Investment Implications
- Alignment: Significant long‑term equity holdings and Class B units create strong founder alignment; anti‑hedging policy reinforces alignment; no pledging disclosed .
- Incentives: 2024 AIP paid 127.8% of target based on contribution ex‑TAC and adjusted EBITDA, with target bonus set at 100% of base salary; this provides clear linkage to operating performance drivers relevant to DSP’s economics .
- Supply overhang: Registration rights for Class B exchanges and recurring vesting/option exercises, combined with company tax‑related repurchases, suggest periodic technical pressure as equity vests and is monetized—monitor 10b5‑1 plans and Form 4 activity around quarterly vest dates .
- Governance risk: CEO‑Chairman dual role within a controlled company structure and related‑party aircraft lease are governance flags; Lead Independent Director mitigations and independent Audit Committee help, but investors should track committee independence and any expansion of related‑party arrangements .
- Liquidity/M&A considerations: The Tax Receivable Agreement’s change‑in‑control and early termination payment mechanics could influence transaction timing and economics; any strategic activity could trigger material cash obligations .