Kelli Turner
About Kelli Turner
Kelli Turner, age 54, is an independent Class III director of DoubleVerify (DV) since March 2021 with her current term expiring at the 2027 Annual Meeting; she is designated an Audit Committee Financial Expert and serves on the Audit Committee . Turner is President and CEO of Audacy and brings deep finance and operating experience from Sun Capital Partners (Managing Director & CFO), SESAC Holdings (President & COO), and prior roles at RSL Group, Martha Stewart Living, Time Warner, Allen & Company, and Citigroup; she holds a BBA and JD from the University of Michigan . The Board has affirmatively determined she is independent under NYSE rules (and Rule 10A‑3 for audit committee service), and the Board and committees held four meetings in 2024, with each director attending at least 75% of meetings .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Audacy | President & CEO | — | Current operating leadership bringing media sector expertise |
| Sun Capital Partners | Managing Director & CFO | — | PE portfolio finance leadership |
| SESAC Holdings | President & COO | — | Rights management operator, scaled operations |
| RSL Group; Martha Stewart Living; Time Warner; Allen & Company; Citigroup | Various executive/leadership roles | — | Corporate finance and operations experience |
Note: Tenure years not disclosed in DV’s proxy; table reflects roles and context where available .
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Audacy (public) | Director | — | Media customer/partner insights; potential interlocks to monitor |
| Downtown Music Holdings (private) | Director | — | Music licensing expertise and network |
Board Governance
- Committee Assignments: Audit Committee member (Rosie Perez – Chair; Gary Swidler; Kelli Turner). Board designated Turner an “audit committee financial expert”; all members financially literate and independent .
- Independence: Board affirmed Turner’s independence; Audit, Compensation, and Nominating & Governance Committees are entirely composed of independent directors .
- Attendance & Engagement: Board held four meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; executive sessions of non‑management and independent directors are regularly held .
- Board Structure: Classified board; Turner is Class III with term ending at 2027 Annual Meeting; Board has pledged to sunset classified structure and certain supermajority provisions within three years, enhancing accountability .
Fixed Compensation
| Component (2024) | Amount | Details |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Standard retainer for non‑employee directors |
| Audit Committee Member Fee | $10,000 | Non‑chair annual fee for Audit Committee members |
| Total Cash Fees (Turner 2024) | $50,000 | $40,000 base + $10,000 Audit Committee member fee |
| All Other Compensation (Turner 2024) | $10,333 | As reported in director compensation table |
Standard DV Non‑Employee Director Cash Fees:
- Committee Chair fees: Audit $20,000; Compensation $15,000; Nominating & Governance $10,000 .
- Chairperson of the Board additional retainer: $60,000 .
Performance Compensation
| Equity Item | Amount/Detail | Vesting/Settlement | Notes |
|---|---|---|---|
| Annual RSU Grant (standard) | $200,000 grant date fair value | One‑year vesting; earlier of May 23, 2025 or 2025 Annual Meeting | Applies to all non‑employee directors |
| Turner 2024 Stock Awards | $200,003 | Per director compensation table | FASB ASC 718 fair value |
| Total RSUs Outstanding (Turner, 12/31/2024) | 19,907 units | 9,183 vested RSUs deferred (NQDC) | Deferred RSUs settle in five annual installments after end of service |
Policies affecting equity and incentives:
- Non‑Qualified Deferred Compensation Plan permits directors to defer cash fees and equity; distributions occur upon separation, disability, death, or specified date, in lump sum or installments; company may amend/terminate subject to plan terms .
- Clawback Policy compliant with Exchange Act Rule 10D‑1; mandatory recovery of erroneously awarded incentive‑based compensation for executive officers following restatements; broader forfeiture policy applies to covered persons for misconduct/errors since April 15, 2021 (primarily executives/employees) .
Other Directorships & Interlocks
| Company | Relationship to DV | Potential Conflict/Interlock |
|---|---|---|
| Audacy | Turner is CEO and director | Monitor for any commercial transactions requiring Related Person review; none disclosed involving Turner |
| Downtown Music Holdings | Turner is director | No DV‑related transactions disclosed |
Related party governance:
- DV’s Related Person Transaction Policy requires Audit Committee approval for transactions >$120,000 with related persons; Providence Investor retains nomination rights via Stockholder’s Agreement but Turner is not identified as a Providence designee .
Expertise & Qualifications
- Skills: Senior management experience; corporate finance, audit and accounting; public company board service; operations; strategic business planning—aligned to DV’s board skills matrix and Turner’s biography .
- Audit Oversight: Designated audit committee financial expert, supporting high‑quality financial reporting and ICFR oversight .
- Industry Experience: Media and licensing (Audacy, SESAC), private equity (Sun Capital), diversified corporate roles (Time Warner, Citigroup) .
Equity Ownership
| Metric (as of 3/25/2025) | Amount | Notes |
|---|---|---|
| Beneficial Ownership (Shares) | 34,662 | Less than 1% of outstanding shares (162,477,676) |
| Ownership % | * | “Less than one percent” per proxy |
| Right to Acquire within 60 days | 10,724 shares | Standard director RSUs/options counted for acquisition rights |
| RSUs Outstanding (12/31/2024) | 19,907 | Includes 9,183 vested RSUs deferred into NQDC, five annual installments after end of service |
| Options Outstanding | — | No options reported for Turner |
Ownership alignment policies:
- Stock ownership guidelines require executives and non‑employee directors to hold qualifying equity equal to a multiple of annual base salary or annual board cash retainer; eligible equity includes held shares, ESPP shares, earned unsettled PSUs/RSUs; compliance reviewed annually by Compensation Committee .
- Hedging/Pledging policy prohibits short sales and derivatives; pledging requires pre‑clearance and is restricted, enhancing alignment and risk controls .
Governance Assessment
- Board effectiveness: Turner’s audit expertise and independence strengthen DV’s financial oversight; regular executive sessions and independent committee composition support robust governance .
- Compensation alignment: Director pay mix is standard (modest cash retainer plus one‑year RSUs ~$200k); Turner’s deferred RSUs under NQDC further align long‑term interests, though deferral reduces near‑term liquidity .
- Conflicts risk: Turner’s Audacy leadership and board roles warrant monitoring for any DV‑Audacy transactions; DV’s Related Person Transaction Policy establishes controls, and no Turner‑related transactions are disclosed in the proxy—no current red flags .
- Attendance/engagement: Minimum attendance threshold met across Board/committees; the Board met four times in 2024 with regular executive sessions, suggesting active oversight .
RED FLAGS to monitor
- Related‑party exposure: Any DV commercial agreements with Audacy or Downtown Music (none disclosed for Turner) should trigger Audit Committee review per policy .
- Ownership guideline compliance: DV discloses guidelines but not individual compliance status by director; ensure Turner’s holdings meet guideline multiples over time .
- Equity risk practices: Any hedging/pledging by directors requires pre‑clearance; prohibited derivatives reduce misalignment risk .