Adam Soroca
MAGNITEAbout Adam Soroca
Adam Soroca, 52, is Magnite’s Chief Product Officer (CPO) since July 2021, responsible for strategic product direction, roadmap, and go-to-market; he joined Magnite via its July 2017 acquisition of nToggle, which he co-founded and led as CEO. He previously served as Chief Product Officer at Millennial Media (via Jumptap acquisition) and at Jumptap (2005–2013), and holds a B.A. in Economics and Computer Literacy from Middlebury College; he is an inventor with over 90 awarded patents in mobile advertising and search techniques . Under his tenure, Magnite reported record 2024 revenue ($668.2m, +7.8% y/y) and record Adjusted EBITDA ($196.9m), reduced net leverage to 0.4x, and delivered an annual NEO cash incentive payout at 108.23% of target based on CTV/DV+ Contribution ex-TAC and Adjusted EBITDA less Capex .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Magnite | Head of Global Buyer Team | 2017–2021 | Led buyer-side post nToggle acquisition, contributing to Magnite’s programmatic capabilities . |
| nToggle, Inc. | Co-Founder & CEO | 2014–2017 | Built supply-path optimization technology; sold to Magnite in July 2017 . |
| Millennial Media (via Jumptap) | Chief Product Officer | Nov 2013–Jul 2014 | Oversaw global product and operations during integration . |
| Jumptap | Chief Product Officer; Founding leadership | 2005–2013 | Pioneered mobile DMP/DSP capabilities, advancing programmatic mobile . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| CoachUp, Inc. | Advisor | — | Advisory role disclosed in prior proxies . |
| viisights | Advisor | — | Advisory role disclosed in prior proxies . |
| Chalk Digital | Advisor | — | Advisory role disclosed in prior proxies . |
Fixed Compensation
Multi-year compensation (USD) for Adam Soroca:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $470,500 | $490,000 | $490,000 |
| Stock Awards ($) | $1,345,784 | $1,745,371 | $1,524,735 |
| Option Awards ($) | $615,290 | — | — |
| Non-Equity Incentive Plan Compensation ($) | $228,047 | $285,170 | $371,229 |
| Bonus ($) (Adjustments) | $78,124 | — | — |
| All Other Compensation ($) | $9,269 | $9,323 | $9,323 |
| Total Compensation ($) | $2,747,014 | $2,529,864 | $2,395,287 |
2024 target bonus was 70% of base salary ($343,000), with actual payout at 108.23% (paid $371,229) .
Performance Compensation
2024 Annual Cash Incentive Plan (Executive Bonus Plan) – Company metrics and outcomes:
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout Driver |
|---|---|---|---|---|---|---|
| CTV Contribution ex-TAC | 35% | $201.6m (50% payout) | $252.0m | $264.6m | $260.2m | Above target; scaled payout |
| DV+ Contribution ex-TAC | 35% | $286.2m (50%) | $357.7m | $375.6m | $346.8m | Slightly below target |
| Adjusted EBITDA less Capex | 30% | $105.9m (40%) | $151.2m | $181.5m | $144.6m | Slightly below target |
| Overall Bonus Payout | — | — | — | 150% cap | — | 108.23% of target |
PSU Design (2024 grant; Relative TSR vs Russell 2000):
| Feature | Detail |
|---|---|
| Performance periods & weights | 1-year (25%), 2-year (25%), 3-year (50%) |
| Vesting scale | 0–150% of target; 80th percentile = 150%, 55th = 100%, 20th = 25%; linear interpolation |
| Negative TSR cap | If Magnite TSR negative, vesting capped at 100% |
| Time-based vesting | All earned PSUs vest subject to continuous service through 3rd anniversary |
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total beneficial ownership | 557,408 shares (<1% of outstanding) . |
| Components within 60 days (as of Apr 7, 2025) | 21,269 RSUs vesting; 314,996 options exercisable (312,125 vested) . |
| Unvested RSUs (12/31/2024) | 113,821 (2024 grant) and 61,653 (2023 grant) RSUs outstanding . |
| Outstanding PSUs (targets) | 60,904 (2024 grant) and 60,903 (2023 grant) unearned PSUs shown at max basis for disclosure . |
| Option overhang (selected grants) | Exercisable: 48,794 (2/1/22), 16,248 (4/1/21), 84,908 (4/1/20), 129,970 (2/20/19), 24,987 (3/15/18) . |
| Stock ownership guideline | NEOs must hold equity ≥ 2× base salary; retention selling restrictions if below minimum . |
| Hedging/pledging policy | Hedging and pledging of Company shares prohibited; short sales and speculative derivatives prohibited . |
| 10b5-1 selling plan | Adopted June 14, 2024; planned sale up to 62,623 shares from Sep 16–Dec 13, 2024 (Rule 10b5-1(c)) . |
RSU vesting (2024 grant): 30,826 on Feb 15, 2025; 7,114 on each May 15, Aug 15, Nov 15, Feb 15 until Nov 15, 2027; 4,741 on Feb 15, 2028 .
Employment Terms
| Provision | No Change-in-Control Termination | Change-in-Control (Double Trigger) |
|---|---|---|
| Eligibility & trigger | Terminated without cause / resign for good reason / death or disability | Terminated without cause / resign for good reason in connection with or following a CoC (13 months window for CEO; double trigger; Company policy disallows single-trigger) |
| Cash severance | 12 months base salary | 12 months base salary (Soroca) |
| Annual bonus treatment | Pro-rata target bonus for year of termination (Soroca) | Pro-rata bonus for year of termination |
| Health benefits | 12 months continuation/reimbursement | 12 months continuation/reimbursement |
| Time-based equity | Acceleration of time-based equity vesting for 12 months | Full acceleration of time-based equity |
| PSU treatment | Prorated based on service and performance periods; forfeiture if termination within 1 year of 2024 grant (except death/disability proration) | Earned based on TSR achievement through CoC; vests upon termination (subject to service assumptions) |
| Estimated value (12/31/2024) | Total: $3,201,395 (Cash $490,000; Bonus $343,000; Health $36,290; Equity $2,332,105) | Total: $6,077,651 (Cash $490,000; Bonus $343,000; Health $36,290; Equity $5,208,361) |
| Clawback | SEC Rule 10D-1-compliant recoupment policy (Oct 2, 2023) for incentive comp tied to financials/TSR; additional misconduct/fraud recovery provisions for awards post Apr 7, 2016 | |
| Restrictive covenants | Indefinite confidentiality; 1-year post-termination employee non-solicitation; release required for benefits; 280G cutback if optimal |
Investment Implications
- Pay-for-performance alignment: Soroca’s cash bonus tied to operational Contribution ex-TAC and EBITDA less Capex; equity mix emphasizes RSUs (70%) and PSUs (30%) for NEOs with multi-year relative TSR hurdles and a negative TSR cap, reinforcing long-term alignment despite share price volatility .
- Retention and selling pressure: Significant unvested RSUs/PSUs vest through 2027/2028, supporting retention; adoption of a 10b5-1 plan to sell up to 62,623 shares in late 2024 signals controlled liquidity, not opportunistic trading, though ongoing Form 4 monitoring is warranted .
- Alignment and risk controls: Beneficial ownership of 557,408 shares and strict prohibitions on hedging/pledging, plus 2× salary ownership guidelines, reduce misalignment risk; robust clawback policies add downside accountability .
- Change-in-control economics: Double-trigger structure and substantial equity acceleration under CoC could create event-driven upside; estimated CoC package value ($6.08m) indicates potential incentive alignment in strategic transactions while avoiding single-trigger excesses .
- Governance backdrop: Compensation committee independence and external consultant (Semler Brossy), peer benchmarking, and strong 2024 say-on-pay support (93%) reduce pay inflation and governance risk, suggesting investor acceptance of incentive design .