R. Davis Noell
About R. Davis Noell
R. Davis Noell is DV’s non‑executive Chairperson of the Board and an independent Class II director, serving since September 2017. He is Senior Managing Director and Co‑Head of North America at Providence Equity Partners, having joined Providence in 2003 after working in Deutsche Bank’s media investment banking group; he holds a BA from the University of North Carolina at Chapel Hill. Age 46; core credentials include extensive management experience, strategic leadership, corporate finance/audit knowledge, and service on multiple technology company boards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DV (DoubleVerify) | Chairperson of the Board; Director (Class II) | Director since Sep 2017; Chairperson current | Board leadership; strategic oversight |
| Providence Equity Partners | Senior Managing Director; Co‑Head of North America | 2003–present | Private equity leadership; technology/media investing |
| Deutsche Bank (Media Investment Banking) | Investment Banking (Media) | Prior to 2003 | Transaction experience in media sector |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Chernin Group | Director | Current | Media/entertainment investing platform |
| Smartly.io | Director | Current | Adtech; board service |
| North Road | Director | Current | Content/media; board service |
| Wasserman | Director | Current | Sports/marketing agency; board service |
| A2Mac1 | Director | Current | Auto benchmarking/tech; board service |
| 365 Retail Markets | Prior Director | Prior | Foodservice retail technology |
| GLM | Prior Director | Prior | Not disclosed further |
| OEConnection | Prior Director | Prior | Auto parts/e‑commerce |
| Stream Global Services | Prior Director | Prior | BPO/services |
| SunGard Data Systems | Prior Director | Prior | Fintech/IT |
| World Triathlon Corporation | Prior Director | Prior | Sports/events |
Board Governance
- Board leadership: Non‑executive Chairperson; DV has a classified board (pledged to sunset within ~3 years). Class II term expires in 2026.
- Committees: Member—Compensation Committee and Nominating & Governance Committee; not on Audit. All three committees are entirely composed of independent directors.
- Committee independence and advisor: Comp Committee members (including Noell) deemed independent under NYSE rules; committee retained an independent compensation consultant performing no other services.
- Meetings and attendance: Board met 4 times in 2024; each current director attended at least 75% of Board and committee meetings of which they were a member. Executive sessions held regularly, with annual independent‑only private sessions.
Committee Memberships and Activity (2024):
| Committee | Member | Chair | 2024 Meetings |
|---|---|---|---|
| Audit | No | — | 4 |
| Compensation | Yes | Chair: Scott Wagner | 4 |
| Nominating & Governance | Yes | Chair: Laura B. Desmond | 4 |
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees earned or paid in cash ($) | — | 112,500 |
| Stock awards ($) | — | 200,003 |
| Total ($) | — | 312,503 |
- Compensation program (2024): Annual cash retainer $40,000; Board Chair additional cash retainer $60,000; committee member retainers—Audit $10,000; Compensation $7,500; Nominating & Governance $5,000; annual director equity grant $200,000 RSUs (1‑year vest).
- Providence policy: Prior to 2024, Providence employees were not entitled to director compensation; in 2024, any director compensation received by Mr. Noell is remitted to Providence per internal guidelines.
Performance Compensation
| Equity Metric | FY 2023 | FY 2024 |
|---|---|---|
| RSU grant date fair value ($) | — | 200,003 |
| Options ($) | — | — |
| Total RSUs outstanding at 12/31 | — | 10,724 |
- RSU vesting terms (2024 awards): RSUs vest on the earlier of May 23, 2025 or the date of DV’s 2025 Annual Meeting, subject to continued service.
- Note: DV’s director equity awards are time‑based RSUs; no director performance metrics (e.g., revenue, EBITDA, TSR) are disclosed for director grants.
Other Directorships & Interlocks
| Company | Public/Private | Role | Potential Interlock/Exposure |
|---|---|---|---|
| The Chernin Group | Private | Director | Media investments; no DV transaction disclosure |
| Smartly.io | Private | Director | Adtech; no DV transaction disclosure |
| North Road | Private | Director | Content/media; no DV transaction disclosure |
| Wasserman | Private | Director | Sports/marketing; no DV transaction disclosure |
| A2Mac1 | Private | Director | Auto benchmarking; no DV transaction disclosure |
- Compensation Committee interlocks: None disclosed for 2024.
Expertise & Qualifications
- Selected due to extensive management experience, strategic leadership and service on boards of technology companies; skills matrix highlights technology/software, senior management, corporate finance/audit/accounting, public company board service, operations, and strategic planning.
Equity Ownership
| Ownership Item | Value |
|---|---|
| Shares beneficially owned | 10,724 |
| Ownership % of shares outstanding | — (less than 1%) |
| Right to acquire within 60 days (options/RSUs) | 10,724 (RSUs) |
| Total RSUs outstanding at 12/31/2024 | 10,724 |
| Pledging/Hedging | Company policy requires pre‑clearance; short sales and derivatives prohibited. No pledging disclosure specific to Noell. |
- Providence stake: Providence VII U.S. Holdings L.P. beneficially owns 26,122,547 shares (16.08%). Mr. Noell, as a Providence senior managing director, expressly disclaims beneficial ownership of Providence‑managed fund shares.
Governance Assessment
- Independence and role: Board has affirmatively determined Noell is independent under NYSE rules; he serves as non‑executive Chairperson, with committees entirely independent—supports oversight quality.
- Attendance and engagement: Met the ≥75% attendance threshold; regular executive sessions—generally supportive for board effectiveness.
- Compensation alignment: 2024 director pay combines $112.5k cash (including Chair supplement) and $200k time‑based RSUs; however, Providence internal guidelines require Mr. Noell to remit any director compensation to Providence—potentially diluting personal financial alignment with DV equity and raising affiliation considerations. RED FLAG.
- Related‑party exposure: Providence retains nomination rights via the Stockholder’s Agreement (as long as it holds ≥5%); combined with Noell’s Providence leadership role, this is a governance sensitivity area for investors despite formal independence determination. RED FLAG.
- Structural risk: Classified board (with pledge to sunset within three years) may limit annual accountability in the near term; the sunset pledge partially mitigates.
- Policies: Strong trading policy restrictions on hedging/derivatives and pre‑clearance for pledging; stock ownership guidelines noted at the Board level.
Net view: Noell brings deep investor/operator oversight from Providence and multiple tech/media boards, with solid committee independence and engagement. Key investor diligence points are Providence’s significant ownership and nomination rights, and the remittance of director compensation to Providence—factors that warrant monitoring for potential influence or misalignment despite formal independence.