Scott Wagner
About Scott Wagner
Scott Wagner, age 54, has served as an independent director of DoubleVerify since October 2021 (Class III; term expiring 2027). He is the former CEO of GoDaddy (2017–2019), previously President/COO/CFO at GoDaddy (2012–2017), and most recently served as Interim CEO of GoodRx; earlier he was a Member (Partner) at KKR (elected 2010; at KKR 2000–2012) and began his career at Boston Consulting Group. He holds an MBA from Harvard Business School and a BA in Economics from Yale University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| GoDaddy Inc. | Chief Executive Officer | 2017–2019 | Oversaw IPO and operational transformation to global SaaS platform |
| GoDaddy Inc. | President, COO & CFO | 2012–2017 | Scaled platform serving SMBs; finance and operations leadership |
| GoodRx | Interim Chief Executive Officer | Most recent prior to DV bio date | Interim leadership at public healthcare technology company |
| KKR & Co. Inc. | Member (Partner); investment professional | Partner elected 2010; worked 2000–2012 | Growth investing experience; portfolio oversight |
| Boston Consulting Group | Consultant | Early career | Strategy experience |
External Roles
| Organization | Type | Role | Notes |
|---|---|---|---|
| GoodRx | Public company | Director | Current public board service |
| GoFundMe, Inc. | Private company | Director | Private growth company board |
| Kajabi, LLC | Private company | Director | Private growth company board |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Governance Committee; not on Audit Committee .
- Independence: Board determined Wagner is independent under NYSE rules .
- Attendance: Board held 4 meetings in 2024; each director attended at least 75% of Board and committee meetings (Wagner met attendance standard) .
- Executive sessions: Non-management and independent director sessions held regularly; independent-only session at least annually .
- Board leadership/structure: Non-executive Chair (R. Davis Noell); classified board (classes I–III); Board pledged to sunset classified structure and certain supermajority features within 3 years .
Fixed Compensation
| Compensation Item | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 40,000 | Standard director cash retainer |
| Compensation Committee Chair retainer | 15,000 | Chair premium for Compensation Committee |
| Nominating & Governance Committee member retainer | 5,000 | Member fee |
| Total fees earned in cash | 60,000 | Sum of cash retainers |
| Annual equity grant (RSUs; grant-date fair value) | 200,003 | RSUs vest on earlier of May 23, 2025 or 2025 Annual Meeting date |
| Total director compensation (2024) | 260,003 | Cash + equity |
Performance Compensation
| Element | Design | Performance Metric(s) | Vesting |
|---|---|---|---|
| Annual equity | RSUs (time-based) | None (no performance-linked director pay) | One-year vest; earlier of May 23, 2025 or 2025 Annual Meeting |
DV’s non-employee director program consists of cash retainers and time-based RSUs; there are no director options or PSUs, and no performance metrics tied to director compensation .
Other Directorships & Interlocks
| Company | Role | Committee Roles (DV) | Interlock/Conflict Notes |
|---|---|---|---|
| GoodRx | Director | DV Compensation Chair; DV Nominating member | DV discloses no compensation committee interlocks in 2024 |
| GoFundMe, Inc. | Director | — | Private company; no DV interlock disclosed |
| Kajabi, LLC | Director | — | Private company; no DV interlock disclosed |
- Compensation Committee interlocks: None in 2024 (no DV executive served on another company’s compensation committee with reciprocal overlap) .
- Related person transaction policy: Audit Committee must review/approve transactions >$120,000 involving Related Persons; no specific related person transactions involving Wagner are identified in the proxy .
Expertise & Qualifications
- Technology/software, operations and strategic planning expertise; senior management track record as public company CEO (GoDaddy) .
- Corporate finance experience from KKR; public company board service (GoodRx) .
- Education: MBA (Harvard), BA Economics (Yale) .
Equity Ownership
| Category | Amount | Notes |
|---|---|---|
| Beneficial ownership (shares) | 31,917 | Held via Hilltopper LLC; <1% of outstanding |
| RSUs outstanding at 12/31/2024 | 10,724 | Aggregate director RSUs outstanding; no options |
| Right to acquire within 60 days | 10,724 | Right to acquire shares via RSU vesting (standard director grants) |
| Pledging/Hedging | Policy restricts | DV prohibits short sales/derivatives and requires pre-clearance for any hedging/pledging; no pledging disclosed for Wagner in proxy |
| Ownership guidelines | In place | Stock ownership guidelines apply to directors (multiple of annual cash retainer; specific multiple not disclosed) |
Governance Assessment
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Strengths: Independent director; chairs Compensation Committee composed entirely of independent directors ; met attendance standards ; DV maintains robust governance (clawback policy for executives, no option repricing, stock ownership guidelines, hedging/pledging controls) supporting investor alignment .
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Compensation oversight quality: Committee uses an independent consultant (Compensia) with no conflicts; engages in annual reviews of pay structures and risks; no interlocks identified—supports objectivity .
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Shareholder signals: 2024 Say-on-Pay approval was ~93.5%, indicating strong support of DV’s compensation program (reflects credibility of Compensation Committee chaired by Wagner) .
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Watch items: Classified board (commitment to sunset within 3 years mitigates concern) ; Providence retains nomination rights via Stockholder’s Agreement, necessitating continued vigilance to ensure independence in committee processes . Wagner’s external public directorship (GoodRx) presents typical outside commitments; no related party transactions with DV are disclosed .
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RED FLAGS: None identified related to conflicts, related-party transactions, hedging/pledging, or low attendance in the proxy for Wagner; director pay structure is standard (cash + time-based RSUs) without unusual guarantees or modifications .