Sundeep Jain
About Sundeep Jain
Independent Class III director of DoubleVerify Holdings, Inc. since 2022; age 54; former Senior Vice President and Chief Product Officer at Uber (now “former” per 2025 proxy). Term expires at the 2027 Annual Meeting. Board skills matrix attributes include technology/software, senior management, corporate finance/audit, public company board service, operations, and strategic planning .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Uber Technologies, Inc. | Senior Vice President and Chief Product Officer | Not disclosed | Product leadership; no committee information disclosed |
External Roles
- No other public-company directorships for Mr. Jain are mentioned in DV’s proxy materials .
Board Governance
| Item | Detail |
|---|---|
| Board class and term | Class III; term runs to 2027 Annual Meeting |
| Independence | Board affirmatively determined Mr. Jain is independent under NYSE rules |
| Committee memberships | Compensation Committee member (Chair: Scott Wagner) |
| Attendance | Board met 4 times in 2024; each current director attended at least 75% of Board and applicable committee meetings |
| Executive sessions | Non-management and independent director executive sessions held regularly |
| Lead Independent Director | Not disclosed (non-executive Chair is R. Davis Noell) |
Fixed Compensation
Non-Employee Director compensation (FY 2024 as reported in 2025 DEF 14A):
| Component | Amount (USD) |
|---|---|
| Annual cash retainer | $40,000 |
| Committee membership fees | $7,500 (Compensation Committee member) |
| Cash fees total (FY 2024) | $47,500 |
| Annual equity grant (RSUs; grant-date fair value) | $200,003 (1-year vesting; standard annual grant) |
| Total compensation (FY 2024) | $247,503 |
Program terms (standard for non-employee directors):
| Item | Amount/Structure |
|---|---|
| Annual cash retainer | $40,000 |
| Committee member retainers (non-chair) | Audit: $10,000; Compensation: $7,500; Nominating/Governance: $5,000 |
| Committee chair retainers | Audit: $20,000; Compensation: $15,000; Nominating/Governance: $10,000 |
| Annual equity grant | $200,000 RSUs (1-year vesting) |
Performance Compensation
- Directors do not receive performance-based pay; annual RSUs vest on the earlier of May 23, 2025 or the 2025 Annual Meeting date (one-year vesting), reinforcing alignment rather than short-term incentives .
Equity award terms (FY 2024 grant and status):
| Metric | Value |
|---|---|
| 2024 RSU grant-date fair value | $200,003 |
| Vesting schedule | 1-year; vest on earlier of May 23, 2025 or 2025 Annual Meeting |
| RSUs outstanding at 12/31/2024 | 10,724 |
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Comments |
|---|---|---|---|
| DoubleVerify (DV) | Director | Compensation Committee member | DV reports no compensation committee interlocks during 2024 (no reciprocal executive/director overlaps with other companies’ comp committees) |
Expertise & Qualifications
- Board skills matrix highlights Mr. Jain’s experience in technology/software, senior management, corporate finance/audit, public company board service, operations, and strategic planning .
Equity Ownership
Beneficial ownership and alignment (as of record dates):
| Metric | As of Mar 26, 2024 | As of Mar 25, 2025 |
|---|---|---|
| Shares beneficially owned | 14,176 | 24,900 |
| Ownership % of outstanding | <1% (“Less than one percent”) | <1% (“Less than one percent”) |
| Rights to acquire within 60 days (options/RSUs) | 5,709 shares | 10,724 shares |
| Director RSUs outstanding | 10,724 (FY 2024 year-end) | Not separately listed beyond rights to acquire |
Alignment policies:
- Stock ownership guidelines for non-employee directors (value multiple of cash retainer; eligible holdings include common stock, earned PSUs, unsettled RSUs; mandatory 50% hold of net shares until compliance) .
- Hedging/pledging: prohibited without pre-clearance; short sales and derivatives transactions prohibited for Company Associates .
Governance Assessment
- Independence and committee role: Independent director on Compensation Committee; no compensation committee interlocks disclosed for 2024, reducing conflict risk .
- Engagement: The Board met four times in 2024; each current director attended at least 75% of Board and committee meetings, indicating baseline engagement .
- Pay mix and alignment: Majority of director compensation is equity (RSUs), with modest cash retainers; RSUs vest annually, supporting long-term alignment without performance gaming .
- Shareholder-friendly policies: Clawback policy for executive incentive pay, double-trigger change-in-control for executive equity, no excise tax gross-ups, no stock option repricing, and strict hedging/pledging controls, all supportive of investor confidence (board-level governance framework) .
- Potential conflicts: Providence retains board designation rights under a Stockholder’s Agreement, but Mr. Jain is not a Providence affiliate; no related-party transactions specific to Mr. Jain are disclosed in the proxy sections reviewed .
Overall signal: Independent, product/technology expert with compensation committee responsibilities; compensation emphasizes equity alignment; attendance acceptable; governance policies robust—no specific red flags identified for Mr. Jain in DV’s proxies .