Mark Zagorski
About Mark Zagorski
Mark Zagorski, 56, has served as DoubleVerify’s CEO and a director since July 2020. He holds an MBA from the University of Rochester (Simon) and a BS in Finance from Gannon University, where he also serves on the Board of Trustees . Under his tenure, DV delivered 2024 revenue of $656.8M (+15% y/y), Adjusted EBITDA of $218.9M (+17% y/y), net income of $56.2M, and $159.7M in operating cash flow; however, 2024 pay-versus-performance shows company TSR equating to $53 on a $100 IPO-date investment, reflecting market pressure despite operational growth . He is a management director (not independent); the Board is led by non-executive Chair R. Davis Noell, with a Class III term for Zagorski through 2027—mitigating CEO/Chair concentration risk .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Telaria (NYSE: TLRA) | Chief Executive Officer | 2017–2020 | Led video platform; merged with Rubicon Project; subsequently transitioned to Magnite leadership |
| Rubicon Project / Magnite (Nasdaq) | President & COO | 2020 | Post-merger integration/execution through June 2020 |
| eXelate (acquired by Nielsen) | Chief Executive Officer | 2010–2015 | Built DMP/analytics; sale to Nielsen (managed as EVP Nielsen Marketing Cloud through 2017) |
| Earlier roles | Senior roles at MediaSpan, WorldNow, Modem Media | Prior to 2010 | Operating and growth leadership in media/tech |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Outbrain, Inc. | Director | Current | Public company board service |
| Gannon University | Board of Trustees | Current | Also received Honorary Doctorate |
| CXO Nexus; Recruitics | Director | Prior | Prior private company board roles |
Fixed Compensation
Multi-year CEO compensation (Summary Compensation Table):
| Metric (USD) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $515,000 | $550,000 | $650,000 |
| Stock Awards | $3,750,000 | $9,656,572 | $0 (timing shift) |
| Option Awards | $3,750,003 | $0 | $0 |
| Non-Equity Incentive (Annual Bonus) | $576,800 | $588,500 | $416,000 |
| All Other Compensation | $22,561 | $15,596 | $11,618 |
| Total | $8,614,364 | $10,810,668 | $1,077,618 |
Additional fixed-pay context:
- 2024 base salary increase to $650,000 (+18.2% y/y, effective Jan 1, 2024) .
- 2024 “All Other” includes employer-paid health premiums of $11,618 .
Performance Compensation
Annual Bonus (2024)
| Metric | Weight | Threshold | Target | Maximum | Actual Performance | Payout vs Metric | Weighted Contribution |
|---|---|---|---|---|---|---|---|
| Revenue | 50% | 90% ($653M) | 100% ($725M) | 110% ($798M) | 91% | 53% | 26.5% |
| Adjusted EBITDA | 30% | 90% ($201M) | 100% ($223M) | 110% ($245M) | 98% | 92% | 27.6% |
| KPIs (mix incl. Attention, Scibids, Social, RPFTE, churn, intl mix) | 20% | — | — | — | Avg 50% | 50% | 10.0% |
| Aggregate Payout | — | — | — | — | — | — | 64% (paid $416,000) |
Notes:
- CEO 2024 target bonus: 100% of salary ($650,000); payout capped at 140% of target; actual aggregate payout 64% .
Long-Term Incentives (2025 grants approved March 2025)
| Component | Weight | Grant Value | Performance/Peer | Payout Curve | Vesting |
|---|---|---|---|---|---|
| PSUs – Revenue | 50% | Part of $9,000,000 total LTI | 2025 Revenue | <95%: 0%; 95%: 50%; 100%: 100%; 105%: 150% (linear) | 1/3 at certification of 2025 results; remainder 8.33% quarterly through 2027 |
| PSUs – Relative TSR | 50% | Part of $9,000,000 total LTI | Russell 3000 (3-year to 12/31/2027) | 33rd%: 50%; 55th%: 100%; 90th%: 200% (linear) | Vests at end of 3-year performance period |
| RSUs (time-based) | — | ~50% of LTI | — | — | 6.25% on 3/15/2025; 6.25% quarterly for 15 quarters (4 years total) |
Change-in-control treatment:
- PSUs convert to time-based RSUs at greater of target/actual for Revenue PSUs; TSR PSUs convert based on performance through closing; both remain subject to original vesting; double-trigger applies (vesting if terminated within 12 months post-CIC) .
Legacy performance vesting (awarded Dec 2023):
- 2024 revenue-based PSUs earned at 53%; 41.67% of earned vested/settled on 3/15/2025; remainder vests 8.33% quarterly thereafter .
Equity Ownership & Alignment
Beneficial Ownership (as of March 25, 2025)
| Item | Amount |
|---|---|
| Shares beneficially owned | 3,058,909 |
| Ownership % (outstanding shares: 162,477,676) | 1.88% |
| Right to acquire within 60 days (options/RSUs) | 2,536,449 shares |
| Vested RSUs deferred (settle post-separation) | 84,375 RSUs (beneficial ownership note) |
| NQDC deferred RSUs (aggregate at FY-end) | 75,000 RSUs; 2024 contributions reflect 37,500 RSUs (market value credited) |
Hedging/Pledging and Ownership Policy:
- Hedging/pledging transactions require pre-clearance; short sales and derivative transactions are prohibited .
- Stock ownership guidelines in place for executives; compliance reviewed annually (guideline multiples disclosed qualitatively) .
Selected Outstanding Equity and Vesting (as of 12/31/2024)
| Award Type | Shares (Exercisable/Unexercisable) | Exercise Price | Expiration | Notes |
|---|---|---|---|---|
| Stock Options | 151,946 / 151,944 | $25.00 | 12/12/2032 | Time-vested; also holds RSUs from same grant |
| Stock Options | 183,549 / 61,180 | $31.39 | 12/10/2031 | Time-vested; also holds RSUs from same grant |
| Stock Options | 1,083,333 / — | $6.93 | 07/28/2030 | 2017 Plan; special vesting and IPO acceleration noted in footnotes |
| Stock Options | 1,083,333 / — | $13.86 | 07/28/2030 | 2017 Plan; same vesting framework as above |
| RSUs (various prior awards) | 41,608; 33,078; 93,619; 75,000; 25,884 | — | — | Market values listed; follow quarterly 6.25% schedules where applicable |
Vesting cadence highlights:
- Time-based RSUs and options commonly vest 6.25% quarterly on Mar 15/Jun 15/Sep 15/Dec 15 over 4 years (award series dated 2022–2024) .
- Earned 2024 revenue PSUs: 41.67% vested 3/15/2025; remaining earned PSUs vest 8.33% quarterly thereafter .
Employment Terms
| Term | Detail |
|---|---|
| Position/Start | CEO; agreement five-year term commencing July 21, 2020 (terminable by either party at any time) |
| 2024 Base Salary | $650,000 |
| Target Bonus | 100% of base salary (2024 target $650,000) |
| Non-Compete/Non-Solicit | In effect during employment and for one year post-termination |
| Clawback | Exchange Act Rule 10D-1 compliant clawback plus broader policy for misconduct/inaccurate metrics/reputational harm |
| Severance (no CIC) | 12 months base salary + 50% of target bonus; 12 months medical/dental/vision at employee rates (est. $975,000 cash + $38,008 benefits as of 12/31/2024) |
| Severance (with CIC) | Same cash/benefits as above + acceleration of all unvested PSUs (value est. $5,171,121 at 12/31/2024) |
| Change-in-Control (equity) | Double-trigger vesting from 2022 onward; PSUs convert to time-based RSUs at target/actual on CIC, then vesting; RSU/options also double-trigger |
| Tax Gross-Ups | No excise tax gross-ups on CIC; no perquisite tax gross-ups (other than standard relocation) |
Board Governance and Roles
- Role on DV Board: Management director (not independent), Class III (term ends 2027); not a member of Audit, Compensation, or Nominating & Governance committees .
- Board leadership: Non-executive Chair (R. Davis Noell); guidelines contemplate appointing a lead director if roles are combined; Board has pledged to sunset classified board and certain supermajority features within three years .
- Say-on-Pay: 93.5% approval at 2024 AGM for 2023 executive pay program—supportive of current design (including introduction of PSUs) .
Performance Snapshot (Context)
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Company TSR – $100 initial investment | $92 | $61 | $102 | $53 |
| Revenue ($) | $332,741,000 | $452,418,000 | $572,543,000 | $656,849,000 |
2024 business highlights: MTM measured 8.3 trillion; Adjusted EBITDA $218.9M; net income $56.2M; operating cash flow $159.7M .
Investment Implications
- Pay-for-performance alignment: A material share of CEO compensation is at-risk via PSUs and RSUs; 2024 bonus paid at 64% of target (revenue achieved at 91% and EBITDA at 98%), indicating incentive sensitivity to underperformance . 2025 PSU design splits absolute (revenue) and relative (TSR) with clear payout curves and double-trigger CIC protections—shareholder-friendly .
- Vesting and potential selling pressure: Multiple quarterly vesting events (RSUs at 6.25% quarterly; earned PSUs at 8.33% quarterly) create periodic liquidity windows; however, a portion of vested RSUs (e.g., 75,000–84,375) is deferred until separation—an alignment signal reducing near-term sell pressure .
- Ownership/skin-in-the-game: 1.88% beneficial ownership and rights to acquire ~2.54M shares within 60 days provide meaningful exposure; hedging/pledging pre-clearance and ownership guidelines underpin alignment .
- Retention and transition risk: CEO employment agreement term began July 21, 2020 (terminable anytime); severance economics (12 months base + 50% target bonus; double-trigger equity) are competitive but not excessive; no excise tax gross-ups . Bonus underperformance in 2024 (especially revenue) warrants monitoring of 2025 PSU revenue targets and TSR outcomes .
- Governance: Separation of CEO/Chair roles, independent committees, clawback policies (including broader misconduct triggers), and no option repricing strengthen governance; Board commitment to declassify over three years is a positive trajectory .
Overall: Compensation structure is predominantly performance-based with robust clawbacks and double-trigger equity. Quarterly vesting cadence bears watching for flow effects, but deferred RSUs and sizable retained exposure indicate alignment. Execution on 2025 revenue/TSR PSU hurdles will be a key trading signal given 2024’s sub-target revenue bonus outcome .