Brian Gephart
MAGNITEAbout Brian Gephart
Brian Gephart is Magnite’s Chief Accounting Officer (CAO), age 46, serving since June 2021. He is a CPA with a B.A. in Accounting from Hillsdale College and an MBA from DePaul University, and previously held senior accounting and finance roles at Leaf Group, JH Capital Group, and PwC’s Capital Markets & Accounting Advisory Services . Under the current leadership team, Magnite reported 2024 record revenue of $668.2 million (+7.8% YoY) and record Adjusted EBITDA of $196.9 million, and the company highlighted strong execution including net leverage reduction to 0.4x and major client renewals; Magnite’s “investment of $100” TSR metric rose to $195 in 2024 from $114 in 2023, reflecting share appreciation during the year .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Leaf Group | Chief Financial Officer | May 2020 – Jun 2021 | Principal financial officer at diversified consumer internet company; led finance, reporting |
| Leaf Group | Chief Accounting Officer | Jun 2019 – May 2020 | Principal accounting officer; SEC reporting, controls |
| JH Capital Group | Chief Accounting Officer | Aug 2017 – Apr 2019 | Led accounting at diversified consumer finance company |
| PricewaterhouseCoopers LLP | Director, Capital Markets & Accounting Advisory Services | Jul 2011 – Aug 2017 | Advised private/public companies on capital markets, M&A, and complex reporting |
External Roles
None disclosed in Magnite’s filings (no public company directorships or committee roles listed for Gephart) .
Fixed Compensation
No base salary or annual cash bonus disclosure for Gephart; he is not a 2024 named executive officer (NEO) in the proxy’s compensation tables .
Performance Compensation
Company-level annual Executive Bonus Plan design (context for executive incentives, 2024):
- Metrics and weights: DV+ Contribution ex-TAC (35%), CTV Contribution ex-TAC (35%), Adjusted EBITDA less Capex (30%) .
- 2024 performance and payout for the plan: Weighted payout of 108.23% of target; targets and actuals below .
| Performance Goal | Metric Weight | Threshold | Target (100% payout) | Maximum (150% payout) | 2024 Actual Result | 2024 Payout Basis |
|---|---|---|---|---|---|---|
| CTV Contribution ex-TAC ($mm) | 35% | $201.6 (50%) | $252.0 | $264.6 | $260.2 | 108.23% weighted payout |
| DV+ Contribution ex-TAC ($mm) | 35% | $286.2 (50%) | $357.7 | $375.6 | $346.8 | 108.23% weighted payout |
| Adjusted EBITDA less Capex ($mm) | 30% | $105.9 (40%) | $151.2 | $181.5 | $144.6 | 108.23% weighted payout |
Note: NEO-specific payouts are disclosed; Gephart’s individual bonus opportunity or payout is not reported .
Equity Ownership & Alignment
- Initial equity award upon appointment (Jul 1, 2021): 18,268 RSUs and options for 13,594 shares at $34.68 strike, vesting over four years on company standard terms, indicating retentive equity structure .
- Hedging and pledging prohibited: Corporate policy bans hedging (e.g., swaps, collars) and pledging of company stock; also prohibits short sales and speculative derivatives by insiders .
- Clawback policy: Effective Oct 2, 2023, incentive compensation received by executive officers is subject to recovery in the event of an accounting restatement due to material noncompliance; additional recoupment provisions apply in cases of misconduct causing substantial restatement .
- Stock ownership guidelines (scope): Apply to CEO and other NEOs (6x salary for CEO; 2x salary for other NEOs) with holding requirements if below thresholds; Gephart is not a 2024 NEO in the proxy .
| Equity Grant Component | Grant Date | Shares/Units | Strike/Terms | Vesting |
|---|---|---|---|---|
| RSUs | Jul 1, 2021 | 18,268 | — | Over 4 years, standard terms |
| Stock Options | Jul 1, 2021 | 13,594 | $34.68 | Over 4 years, standard terms |
Employment Terms
- Appointment and role: Appointed CAO on Jun 28, 2021; equity grant made Jul 1, 2021 .
- Severance/COC provisions: Proxy details severance and change-in-control benefits for NEOs; such terms are not disclosed for Gephart (not a 2024 NEO). Executive officer clawback applies company-wide; insider trading policy requires pre-clearance and imposes blackout periods for Section 16 officers .
Company Performance Context
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($mm) | $619.7 | $668.2 |
| Contribution ex-TAC ($mm) | $549.1 | $606.9 |
| Adjusted EBITDA ($mm) | — | $196.9 |
| Year | Magnite “Investment of $100” TSR |
|---|---|
| 2020 | $376 |
| 2021 | $214 |
| 2022 | $130 |
| 2023 | $114 |
| 2024 | $195 |
Governance and pay program context:
- Say-on-Pay: ~93% approval at 2024 annual meeting, with committee noting no program changes directly in response .
- Compensation peer group used for 2024 decisions includes Blackline, DoubleVerify, Integral Ad Science, LiveRamp, PubMatic, TechTarget, Zeta Global, among others .
- Independent compensation consultant: Semler Brossy engaged by the Compensation Committee .
Investment Implications
- Retention and selling pressure: Four-year vesting on his 2021 RSUs/options suggests ongoing retentive equity; corporate hedging/pledging prohibitions and blackout/pre-clearance requirements reduce immediate selling pressure, though individual Form 4 activity is not disclosed in these documents .
- Pay-for-performance alignment: Executive incentives at Magnite hinge on DV+/CTV Contribution ex-TAC and Adjusted EBITDA less capex with formulaic payouts; clawback policy heightens accountability for restatements—constructive for alignment with shareholders .
- Severance/COC risk: Golden parachute economics are detailed for NEOs; absence of disclosed terms for Gephart lowers visibility into his termination/change-of-control exposure (neutral to risk assessment pending further filings) .
- Execution risk and value creation: Gephart’s technical accounting pedigree (PwC CM&AAS, CAO/CFO roles) fits Magnite’s scale and complexity; 2024 revenue and EBITDA momentum and improved TSR provide supportive backdrop, but broader ad-tech risks (take-rate pressure, SPO dynamics, CTV reserve mix) remain structural considerations .
Data gaps: No disclosure of Gephart’s base salary, target bonus, actual bonus, current equity holdings breakdown, or Form 4 transactions in the reviewed filings. Consider monitoring future DEF 14A and Section 16 filings for updates.