Andrew Grimmig
About Andrew Grimmig
Andrew Grimmig is Chief Legal Officer (since March 2020), age 48, with prior experience as SVP & General Counsel at Corporate Risk Holdings and earlier as a corporate attorney at Latham & Watkins and Jones Day focused on M&A and financing across the U.S., Europe, South America, and Asia; he holds a JD from Duke University School of Law and a BS from Florida State University . During 2024, DV delivered revenue of $656.8 million (+15% y/y) and Adjusted EBITDA of $218.9 million (+17% y/y), metrics central to DV’s pay-for-performance plan linking executive bonuses and PSU outcomes to revenue and Adjusted EBITDA/TSR performance . DV’s Compensation Committee emphasizes at‑risk pay via an annual bonus (Revenue and Adjusted EBITDA) and multi‑year PSUs/RSUs, with clawback and ownership policies in place .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Corporate Risk Holdings (parent of risk/information services providers) | SVP & General Counsel | May 2009–Dec 2018 | Led legal function for a global risk and information services platform . |
| Latham & Watkins LLP; Jones Day LLP | Corporate Attorney | Prior to 2009 (years not disclosed) | Advised on M&A and financing transactions across U.S., Europe, South America, Asia . |
External Roles
- No public-company directorships disclosed for Grimmig in the 2025 proxy; he is listed as an executive officer (Chief Legal Officer) rather than a director .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | 455,000 |
| Target Annual Bonus (% of salary) | 65% (raised for 2024) |
| Target Annual Bonus ($) | 295,750 |
| Actual Annual Bonus Paid ($) | 189,280 |
| All Other Compensation ($) | 21,968 |
| Total Reported Compensation ($) | 666,248 |
Three‑year (reported) snapshot:
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non‑Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2024 | 455,000 | — | — | 189,280 | 21,968 | 666,248 |
| 2023 | 430,000 | 2,950,629 | — | 276,060 | 9,900 | 3,666,589 |
| 2022 | 400,000 | 1,000,000 | 999,997 | 224,000 | 9,150 | 2,633,147 |
Performance Compensation
2024 Bonus Plan (payout measured over FY2024)
| Metric | Weight | Threshold | Target | Maximum | 2024 Achievement | Payout % for Metric |
|---|---|---|---|---|---|---|
| Revenue | 50% | 90% ($653m) | 100% ($725m) | 110% ($798m) | 91% | 53% |
| Adjusted EBITDA | 30% | 90% ($201m) | 100% ($223m) | 110% ($245m) | 98% | 92% |
| KPIs (Attention, Scibids revenue, social measurement incl. Newsfeed, revenue/FTE, client churn, non‑NA mix) | 20% | — | — | — | 50% (avg.) | 50% (component outcome reflected in 64% aggregate) |
| Aggregate Payout | — | — | — | — | — | 64% (applied to individual targets) |
2025 Long-Term Incentive (approved March 2025)
- Target LTI value: $3,000,000 (approx. 50% PSUs, 50% RSUs; share counts based on 20‑day trailing avg on grant date) .
- PSU design: 50% 2025 Revenue PSUs (earned vs. 2025 revenue goals); 50% Relative TSR PSUs (earned vs. peer TSR percentile) .
Outstanding Equity and Vesting Detail (as of 12/31/2024)
| Award Type | Shares/Units Outstanding | Market/Exercise Terms | Vesting/Other |
|---|---|---|---|
| Relative TSR PSUs (2023 grant) | 12,714 | $244,236 market value | Earn based on TSR; 50% vests Mar 15, 2026 and 50% Mar 15, 2027, subject to service . |
| Revenue PSUs (2023 grant) | 10,107 | $194,155 market value | 53% of target earned; 41.67% of earned vested Mar 15, 2025; remainder vests 8.33% quarterly thereafter, subject to service . |
| RSUs (2024-cycle) | 28,605 | $549,502 market value | 6.25% vested Mar 15, 2024; 6.25% quarterly thereafter, subject to service . |
| RSUs (2017 plan) | 1,982 | $38,074 market value | Time-based (2017 plan schedule) . |
| Stock Options | 40,520 (ex) / 40,517 (unex) @ $25.00; exp. 12/12/2032 | — | Time‑vesting under 2021 plan . |
| Stock Options | 42,360 (ex) / 14,116 (unex) @ $31.39; exp. 12/10/2031 | — | Time‑vesting under 2021 plan . |
| Stock Options | 48,382 (ex) / 3,225 (unex) @ $20.31; exp. 2/15/2031 | — | 2017 plan; time‑vesting . |
| Stock Options | 316,173 (ex) / — (unex) @ $6.45; exp. 4/27/2030 | — | 2017 plan; time/performance per plan footnotes . |
| Stock Options | 167,840 (@ $6.45); exp. 4/27/2030 | — | 2017 plan; time‑vesting . |
Insider equity activity (2024):
- Options exercised: 33,334; value realized $904,485 .
- RSUs vested: 33,439; value realized $765,700 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/25/2025) | 702,907 shares; <1% of SO . |
| Shares Outstanding (3/25/2025) | 162,477,676 . |
| Approx. Ownership % | ~0.43% (702,907 / 162,477,676) . |
| Right to acquire within 60 days | 627,094 shares via options/RSUs by May 25, 2025 . |
| Stock Ownership Guidelines | Executives must hold equity equal to a multiple of salary (types include shares, ESPP, earned PSUs, unsettled RSUs); must retain 50% of net shares from exercises/settlements until compliant; reviewed at least annually . |
| Hedging/Pledging | Hedging and pledging require pre‑clearance by the CLO; short sales and derivative transactions are prohibited . |
| Clawback | NYSE/Rule 10D‑1 compliant mandatory recovery; additional policy allows recovery for misconduct, inaccurate metrics, and restatements (cash and equity) . |
Employment Terms
| Provision | Key Terms |
|---|---|
| Employment Agreement | No fixed term; non‑compete and non‑solicit during employment and for one year post‑termination . |
| Severance (qualifying termination) | Six months of base salary paid semi‑monthly, plus six months medical/dental/vision at active rates . |
| Change‑in‑Control (double‑trigger) | For grants from 2022 onward, equity vests only upon CIC plus qualifying termination; PSUs convert/accelerate per plan; PSUs vest upon qualifying termination in connection with CIC . |
| Special RSU acceleration | If (i) qualifying termination and Grimmig provides requested transition services, or (ii) death/disability, all unvested RSUs granted on Feb 15, 2021 accelerate and fully vest . |
| Tax Gross‑Ups | No excise tax gross‑ups on CIC benefits . |
| Deferred Compensation | Participates in NQDC; 2024 aggregate withdrawals/distributions $330,900 (reflecting settlement of 10,000 RSUs on 3/15/2024) . |
Investment Implications
- Pay-for-performance alignment: Cash bonus tightly linked to Revenue (50%), Adjusted EBITDA (30%), and KPIs (20%); 2024 underperformance on revenue and KPIs drove a 64% bonus payout, demonstrating downside sensitivity . 2025 LTI mix is 50% PSUs (Revenue/TSR) and 50% RSUs, increasing multi-year alignment and retention .
- Vesting and potential selling pressure: Significant tranches of PSUs/RSUs vest through 2025–2027 (Revenue PSUs began vesting Mar 15, 2025; TSR PSUs cliff-vest Mar 2026/Mar 2027), plus ongoing 6.25% quarterly RSU vesting—these events may create periodic supply; 33,334 options were exercised in 2024, evidencing prior monetization activity .
- Alignment and governance: Meaningful equity ownership (~0.43% of SO) and rights to acquire additional shares within 60 days, combined with stock ownership guidelines and 50% net share retention until compliant, support alignment; the company maintains robust clawback and pre‑clearance for hedging/pledging, with no CIC tax gross‑ups .
- Retention and risk: Severance is modest (0.5x salary plus benefits), and equity is predominantly double‑trigger post‑2022—lower “pay to leave” risk but continued retention via multi‑year vesting; DV’s compensation risk assessment found programs not reasonably likely to have a material adverse effect .
- Execution track record context: 2024 revenue (+15%) and Adjusted EBITDA (+17%) growth underpin the bonus framework and PSU design; ongoing linkage to these metrics and TSR should remain the key compensation levers for Grimmig and peers .