Gary Swidler
About Gary Swidler
Gary Swidler, age 54, has served as an independent Class II director of DoubleVerify (DV) since February 2024, with his current term expiring at the 2026 Annual Meeting. He is President of Match Group, Inc.; previously CFO from September 2015 to March 2025 and COO from January 2020 to January 2023. He spent 18 years in investment banking at Bank of America Merrill Lynch and was an associate at Wachtell, Lipton, Rosen & Katz. He holds a B.S. from the University of Pennsylvania and a J.D. from NYU School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Match Group, Inc. | President | Jan 2023–present | Oversees day-to-day operations, strategy, corp dev, corp affairs, ad sales |
| Match Group, Inc. | Chief Financial Officer | Sep 2015–Mar 2025 | Led finance through IPO and public company scaling |
| Match Group, Inc. | Chief Operating Officer | Jan 2020–Jan 2023 | Senior operating leadership |
| Bank of America Merrill Lynch | Investment Banking | 1997–2015 (18 years) | Various IB roles; corporate finance expertise |
| Wachtell, Lipton, Rosen & Katz | Associate | Pre‑1997 | Legal training; corporate law foundation |
External Roles
| Organization | Position | Board Role | Tenure |
|---|---|---|---|
| Match Group, Inc. | President | Not disclosed as a director in DV proxy | Jan 2023–present |
Board Governance
- Committee assignments: Audit Committee member; designated Audit Committee Financial Expert; independent under NYSE and Exchange Act Rule 10A‑3 .
- Board attendance: Board met 4 times in 2024; each current director attended ≥75% of Board and committee meetings; independent directors meet in executive sessions .
| Committee | Membership | Chair | Meetings Held (2024) |
|---|---|---|---|
| Audit Committee | Member (Swidler) | Rosie Perez | 4 |
| Compensation Committee | Not a member | Scott Wagner | 4 |
| Nominating & Governance | Not a member | Laura B. Desmond | 4 |
Appointment signal: The Board appointed Swidler effective February 20, 2024 and to the Audit Committee; Board determined he is independent .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash fees | $50,000 | $40,000 base retainer + $10,000 Audit Committee member retainer |
DV non‑employee director program structure (2024):
| Compensation Item | Amount |
|---|---|
| Annual Cash Retainer | $40,000 |
| Committee Member Retainer (Non‑Chair) | Audit: $10,000; Compensation: $7,500; Nominating & Governance: $5,000 |
| Committee Chair Retainer | Audit: $20,000; Compensation: $15,000; Nominating & Governance: $10,000 |
| Annual Equity Grant | $200,000 RSUs (1‑year vest) |
| Initial Equity Grant (new director) | $200,000 RSUs (1‑year vest) |
Performance Compensation
| Grant/Equity | Grant Date | Grant Date Fair Value (USD) | Vesting | Status/Settlement |
|---|---|---|---|---|
| 2024 Stock Awards (Total) | 2024 | $399,984 | Time‑based RSUs | Includes $199,982 initial RSUs vested Feb 2025; remainder annual RSUs with 1‑yr vest |
| Annual RSU grant | May 23, 2024 | ~$200,000 | Vests on earlier of May 23, 2025 or the 2025 Annual Meeting, subject to continued service | Time‑based RSUs, one‑for‑one into common |
| Options | — | — | — | No option awards for Swidler in 2024; none outstanding at 12/31/2024 |
DV director equity uses time‑based RSUs; no performance metrics (e.g., EBITDA/TSR) are tied to director compensation per the proxy description of non‑employee director program .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlock/Related‑Party |
|---|---|---|---|
| Match Group, Inc. | President | — | No DV‑disclosed related‑person transactions involving Swidler; Compensation Committee interlocks: none in 2024 |
Expertise & Qualifications
- Corporate finance, audit and accounting; senior management; operations; strategic business planning; technology/software industry experience .
- Board designated Audit Committee Financial Expert and financially literate under NYSE rules .
Equity Ownership
| Measure (as of dates noted) | Amount | Notes |
|---|---|---|
| Beneficial ownership (3/25/2025) | 15,565 shares | <1% of outstanding shares |
| RSUs outstanding (12/31/2024) | 15,565 | Includes 4,841 vested RSUs settled Feb 2025 |
| Right to acquire within 60 days | 10,724 shares | Via option/RSU settlement rights noted for directors |
| Shares pledged | None disclosed | Company requires pre‑clearance for any pledging; prohibits short sales/derivatives |
Insider trades (Form 4):
| Date (trade) | Form | Transaction | Shares | Price | Source |
|---|---|---|---|---|---|
| Feb 20, 2025 | Form 4 | M – RSU conversion to common | 4,841 | $0.00 | |
| May 21, 2025 | Form 4 | M – RSU conversion to common | 10,724 | $0.00 |
Governance Assessment
- Alignment and independence: Independent director; Audit Committee financial expert; equity‑heavy pay (2024 stock awards $399,984 vs cash $50,000) suggests alignment with long‑term shareholder value .
- Engagement: Audit Committee member; Board/committee attendance threshold met; participates in executive sessions framework .
- Conflicts oversight: DV maintains Related Person Transaction Policy with Audit Committee review; proxy discloses no related‑person transactions involving Swidler; hedging/pledging controls in place; clawback policy described for executives (broader culture of recovery) .
- Board structure signal: Classified board (sunset pledged within ~three years), average tenure 4.81 years; governance guidelines and stock ownership guidelines maintained (exact director multiple not disclosed) .
RED FLAGS: None disclosed regarding Swidler—no related‑party transactions, no pledging/hedging, no attendance issues, no option repricing or tax gross‑ups identified in director disclosures .