Lucy Stamell Dobrin
About Lucy Stamell Dobrin
Lucy Stamell Dobrin, age 36, has served as an independent director of DoubleVerify (DV) since September 2017 and is currently a Class II director with a term expiring in 2026 . She is a Managing Director at Providence Equity Partners, with prior experience as an analyst in Bank of America Merrill Lynch’s financial sponsors group; she holds both a Master of Arts and a Bachelor of Arts from the University of Pennsylvania . The Board has affirmatively determined her independence under NYSE rules, and she is recognized for corporate finance, strategic planning, and investment expertise with prior board service across technology-related companies .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| OEConnection | Director | Previously (dates not disclosed) | Not disclosed |
| EdgeConneX | Director | Previously (dates not disclosed) | Not disclosed |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Smartly.io | Director | Current | Not disclosed |
| Works & Process at The Guggenheim | Director (non-profit) | Current | Not disclosed |
| Tom Gold Dance | Director (non-profit) | Current | Not disclosed |
Board Governance
- Board class and term: Class II; term expires 2026 .
- Independence: Board affirmed independent under NYSE rules .
- Committees: Not currently listed as a member of Audit, Compensation, or Nominating & Governance Committees .
- Attendance: The Board held four meetings in 2024; each current director attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Non-management and independent directors meet regularly in executive sessions .
- Hedging/pledging: Company policy requires pre-clearance; prohibits short sales and derivatives .
- Stockholder agreement context: Providence retains nomination rights based on ownership; Board classified structure pledged to sunset within three years .
Fixed Compensation
| Component (2024) | Amount/Terms |
|---|---|
| Annual cash retainer | $40,000 |
| Committee member fees | None disclosed for Dobrin (no committee membership in 2024) |
| Committee chair fees | None |
| Annual equity grant (RSUs) | $200,003 grant-date fair value; vest on earlier of May 23, 2025 or 2025 Annual Meeting, subject to continued service |
| Total 2024 director compensation | $240,003 |
| Providence remittance policy | Any director compensation received by Dobrin is remitted to Providence per internal guidelines |
| Program structure (all directors) | Cash: $40,000 annual retainer; Committee member retainer: Audit $10,000, Compensation $7,500, Nominating $5,000; Committee chair retainer: Audit $20,000, Compensation $15,000, Nominating $10,000; Annual equity grant: $200,000 RSUs (1-year vest) |
Performance Compensation
| Element | Performance Metrics | Vesting/Terms |
|---|---|---|
| Director equity (RSUs) | None; time-based only (no performance conditions) | Annual $200k RSUs vest on earlier of May 23, 2025 or the 2025 Annual Meeting; continued service required |
Other Directorships & Interlocks
| Company/Entity | Type | Interlock/Conflict Considerations |
|---|---|---|
| Providence Equity Partners | Private equity sponsor (major DV holder) | Providence VII U.S. Holdings L.P. owns 16.08% of DV; Providence has board nomination rights; Dobrin (Managing Director) and fellow Providence executive R. Davis Noell serve on DV’s Board . |
| Smartly.io | Portfolio company/tech | Current directorship; no DV-related transactions disclosed . |
| OEConnection; EdgeConneX | Portfolio/tech infrastructure | Prior directorships; no DV-related transactions disclosed . |
Expertise & Qualifications
- Corporate finance, strategic planning, and investment expertise; selected for DV Board based on these credentials and prior board service in tech companies .
- Education: MA and BA, University of Pennsylvania .
- Industry exposure: Technology/media investments via Providence; governance experience across private and non-profit boards .
Equity Ownership
| Ownership Item | Details |
|---|---|
| Beneficial ownership (shares) | 10,724 shares; ownership percentage “—” (less than 1%) |
| Right to acquire within 60 days | 10,724 shares via RSUs/options as defined; standard director RSU entitlements |
| RSUs outstanding (12/31/2024) | 10,724 RSUs |
| Options outstanding | None |
| Pledging/hedging | Company policy prohibits short sales and derivatives, requires pre-clearance for any pledging; no pledges disclosed for Dobrin |
| Ownership guidelines | Company maintains stock ownership guidelines for directors; compliance reviewed annually (specific multiples not disclosed) |
| Disclaimers re Providence | Does not include shares held by Providence-managed funds; Dobrin disclaims beneficial ownership of Providence fund-held DV shares |
Governance Assessment
- Board effectiveness: Independent director with strong finance and investment background; however, lack of committee assignments limits direct oversight influence in 2024 .
- Alignment and incentives: Standard DV director mix with meaningful equity RSUs ($200k) that vest on a one-year time basis; no performance metrics for director equity grants; cash retainer at market levels .
- Independence and conflicts: Dual Providence representation (Dobrin and Noell) plus Providence’s 16.08% stake and nomination rights may concentrate influence; mitigating factors include Board’s independence determination, robust related-person transaction policies overseen by Audit Committee, and prohibition on hedging/derivative transactions without pre-clearance .
- Attendance and engagement: Board met four times in 2024; all current directors met at least 75% attendance; regular executive sessions support independent oversight .
RED FLAGS
- Sponsor influence: Providence’s ownership and nomination rights, plus two Providence-affiliated directors on the Board (Dobrin and Noell) warrant monitoring for potential conflicts, especially in capital markets or M&A decisions .
- Compensation remittance: Dobrin’s director compensation is remitted to Providence per internal guidelines, signaling sponsor linkage rather than personal financial alignment; however, RSUs are granted to directors with standard vesting, and Dobrin is shown with 10,724 RSUs outstanding .
Mitigants
- Independent Audit Committee (all members independent and designated financial experts) .
- Formal related-party transaction policy requiring Audit Committee review and approval .
- Corporate governance guidelines and regular executive sessions of independent directors .