Brad Bender
ENTRAVISION COMMUNICATIONSAbout Brad Bender
Brad Bender (age 51) is an independent director of Entravision, serving since June 2023. He brings 25+ years of digital advertising and product leadership, including senior roles at Alphabet/Google where he led Display & Video Advertising and later News and Search ecosystems; he previously held VP Product Management at DoubleClick and represented Google on the Interactive Advertising Bureau (IAB) board from November 2018 to February 2020 . The Board has affirmatively determined he is independent under NYSE rules; all incumbent directors (including Bender) attended at least 75% of Board and committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Alphabet Inc. (Google) | VP, Product, News & Search Ecosystems; formerly VP, Product, Display & Video Advertising | Apr 2008–Nov 2022 | Led Google News redesign; founded and scaled Google Display Network into multi‑billion business; led programmatic ads platform globally |
| DoubleClick | VP, Product Management | Pre‑2008 | Product leadership; joined Google via DoubleClick acquisition in 2008 |
| Interactive Advertising Bureau (IAB) | Google Representative on Board of Directors | Nov 2018–Feb 2020 | Industry standards and research body; governance-level participation |
External Roles
| Organization/Type | Role | Tenure | Notes |
|---|---|---|---|
| Various start-ups, small businesses, nonprofits (tech/media/entertainment/services) | Advisor, investor, board member | Current | Ongoing advisory and governance roles; entities not specified in proxy |
| Interactive Advertising Bureau (IAB) | Board member (as Google rep) | Nov 2018–Feb 2020 | Industry interlock (trade association), not a public company board |
Board Governance
- Committee assignments:
- Compensation Committee member (chair: Martha Elena Diaz; members: Diaz, Sweet, Bender, Strickler); met once and acted by written consent three times in 2024 .
- Special Committee member (along with Zeko—chair—and Vasquez) constituted Feb 2023 to assist transition after founder’s death; suspended in July 2024 .
- Independence: The Board determined Bender is independent under NYSE standards; no material relationship with the company other than as director .
- Attendance/engagement: Board held 8 meetings and 8 written consents in 2024; all incumbent directors attended ≥75% of aggregate Board and committee meetings; 2024 annual meeting attendance—only Strickler absent, implying Bender attended .
- Executive sessions led by the lead independent director (Paul Zevnik) in 2024; independent-only committees and chairs across Board .
- Anti‑hedging/pledging: Company policy prohibits directors from hedging or pledging company stock and trading in Entravision-based derivatives .
- Director stock ownership guidelines: Directors must hold stock equal to at least 4× regular annual cash retainer; includes beneficially owned shares, RSUs, and vested but unexercised options; measured annually post‑March 31 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $85,625 | Non‑employee director cash fees per policy (Board and committee retainers; Special Committee suspended, no cash paid) |
| Annual RSU Grant (2024) | $155,000 | Granted 71,100 RSUs on May 30, 2024 at $2.18 fair value; vest on earlier of May 30, 2025 or the business day before 2025 annual meeting |
| Total Director Compensation (2024) | $240,625 | Cash + RSU grant value |
Policy retainers applicable to non‑employee directors:
| Role | Annual Cash Retainer |
|---|---|
| Non‑Executive Chair | $135,000 |
| Lead Independent Director (if not also Chair) | $92,500 |
| Board Member (non‑chair) | $75,000 |
| Audit Committee Chair / Member | $27,500 / $12,500 |
| Compensation Committee Chair / Member | $17,500 / $7,500 |
| Nominating/Corporate Governance Chair / Member | $17,500 / $7,500 |
Performance Compensation
| Equity Award | Grant Date | Units | Vesting | Notes |
|---|---|---|---|---|
| Director RSUs | May 30, 2024 | 71,100 | Vest earlier of May 30, 2025 or day before 2025 annual meeting | Settlement generally upon termination of service (Zevnik elected settlement upon vesting for charitable giving; policy applies to directors generally) |
Company executive bonus metrics overseen by Compensation Committee (context for director’s pay‑for‑performance oversight in 2024):
| Metric | Weight | 2024 Actual | Outcome |
|---|---|---|---|
| Revenue | 50% | $743,816,000 (incl. discontinued EGP) | Below threshold; 0% payout for revenue portion |
| Consolidated Adjusted EBITDA | 50% | $49,531,000 (incl. discontinued EGP) | Below threshold; 0% payout for EBITDA portion |
| Discretionary adjustments | Up to ±25% of target | $100,000 discretionary bonus each to Boelke and Liberman | Awarded recognizing leadership in strategy redesign and EGP sale post‑Meta ASP wind‑down |
Note: 2025 program changes reduced executive base salaries and suspended cash bonuses, shifting emphasis to long‑term equity value; these are executive programs, not director compensation, but indicate Compensation Committee’s posture on risk and alignment .
Other Directorships & Interlocks
- No current public company directorships disclosed for Bender; prior governance role at IAB (industry association), not a public issuer .
- Compensation Committee interlocks: none—no member (including Bender) was an officer or employee in 2024; all qualify as independent under NYSE and Rule 16b‑3 “non‑employee director” definitions .
Expertise & Qualifications
- Deep domain expertise in programmatic advertising, display/video ad platforms, and news/search ecosystems; founded and scaled Google Display Network .
- Strategic product leadership across global ad tech; relevant to Entravision’s Advertising Technology & Services segment, explicitly cited as a key attribute considered in nomination .
Equity Ownership
| Holder | Beneficial Ownership (Class A) | % of Outstanding | Form/Notes |
|---|---|---|---|
| Brad Bender | 104,362 shares | <1% | Shares issuable upon settlement of RSUs releasable within 60 days of April 17, 2025 |
| Director RSUs outstanding (as of Dec 31, 2024) | 71,100 units | — | Annual director grant; vests by May 30, 2025 (or prior to annual meeting) |
- Shares pledged as collateral: Company policy prohibits pledging; no pledges disclosed for Bender in proxy .
- Ownership guidelines: 4× regular annual cash retainer requirement; includes RSUs and vested options; compliance status for Bender not explicitly disclosed .
Governance Assessment
- Strengths:
- Independence, strong attendance, and service on key Compensation Committee support board effectiveness and oversight .
- Relevant ad‑tech/product expertise aligns with Entravision’s segment strategy; Board explicitly values his industry knowledge for the Advertising Technology & Services segment .
- Anti‑hedging/anti‑pledging policy and director ownership guidelines enhance alignment and mitigate risk .
- Watch items for investor confidence:
- Discretionary bonuses paid to two executives despite quantitative metrics failing due to Meta ASP wind‑down; while justified for retention/strategy execution, such discretion can raise pay‑for‑performance questions and merits ongoing scrutiny of Compensation Committee judgments (Bender is a member) .
- Legacy related‑party relationships (TelevisaUnivision affiliation and LATV ties to founder’s family) are significant at the company level; no specific conflicts tied to Bender disclosed, but overall environment elevates the importance of independent committee oversight and Related Party Transaction Policy (which is in place) .
- Say‑on‑pay support at ~78% in 2024 indicates moderate shareholder support—neither a red flag nor a strong endorsement, reinforcing the need for transparent, performance‑linked decisions by the Compensation Committee .
Overall: Bender’s independent status, relevant ad‑tech expertise, and active committee roles are positives for board effectiveness. Continued attention to disciplined application of performance criteria—particularly in exceptional circumstances—is advisable to uphold investor confidence in compensation governance .