David Day
MAGNITEAbout David Day
David L. Day (age 63) is Magnite’s Chief Financial Officer, serving since May 2016; he previously served as Chief Accounting Officer (2013–2017). He holds a B.S. in Accounting from Brigham Young University and has prior finance and public accounting experience at ReachLocal, Spot Runner, Yahoo! Search Marketing, Overture, PwC, and Arthur Andersen . Company performance in 2024 included record revenue of $668.2M (+7.8% YoY), Contribution ex‑TAC of $606.9M (+10.5% YoY), and Adjusted EBITDA of $196.9M; the firm also reduced net leverage to 0.4x, reflecting balance sheet discipline during Day’s tenure . Magnite’s cumulative TSR (indexed from 12/31/2019) stood at $195 for 2024 versus $111 for the peer index, aligning PSU design with relative TSR outcomes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Magnite (formerly Rubicon Project/Telaria) | Chief Financial Officer | May 2016–present | Executive finance leadership; public-company reporting and capital structure |
| ReachLocal, Inc. | Chief Accounting Officer | May 2011–Mar 2013 | Public-company SOX, SEC reporting; digital advertising for SMBs |
| Spot Runner | Vice President of Finance | Not disclosed | Finance leadership at technology-based ad agency |
| Yahoo! Search Marketing | Senior Vice President of Finance | Not disclosed | Finance leadership in search marketing business |
| Overture | Senior Vice President of Finance & Corporate Controller | Not disclosed | Corporate finance and controllership |
| PricewaterhouseCoopers; Arthur Andersen | Public Accounting | Not disclosed | Audit/accounting foundation |
External Roles
No external board roles or director posts for David Day were disclosed in the latest proxy .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 529,500 | 560,000 | 560,000 |
| Target Bonus (% of Base) | 70% | 70% | 70% |
| Annual Performance Cash Earned ($) | 256,423 (original payout) | 325,909 | 424,262 |
| Adjustment to Annual Incentive ($) | 87,846 (2022 program adjustment) | — | — |
| Stock Awards Fair Value ($) | 2,114,802 | 2,472,608 | 2,160,040 |
| Option Awards Fair Value ($) | 615,290 | — | — |
Performance Compensation
| Metric | Weight | Threshold | Target (100%) | Max (150%) | 2024 Actual | Payout Impact |
|---|---|---|---|---|---|---|
| CTV Contribution ex‑TAC | 35% | $201.6M (50%) | $252.0M | $264.6M | $260.2M | Above target for tranche |
| DV+ Contribution ex‑TAC | 35% | $286.2M (50%) | $357.7M | $375.6M | $346.8M | Below target for tranche |
| Adjusted EBITDA less Capex | 30% | $105.9M (40%) | $151.2M | $181.5M | $144.6M | Below target for tranche |
| Weighted Bonus Payout | — | — | — | — | — | 108.23% of target |
Equity Ownership & Alignment
- Stock ownership guidelines: 2x base salary for NEOs; selling restrictions apply until in compliance (cannot sell >50% of vested after-tax shares between annual assessments) .
- Hedging/pledging: Prohibited for directors/officers under the Insider Trading Policy .
| Beneficial Ownership Snapshot (as of 4/7/2025) | Shares/Units |
|---|---|
| Total Beneficial Ownership (Day) | 381,086 shares; includes 27,530 RSUs vesting within 60 days and 244,269 options exercisable within 60 days (241,398 vested) |
| Shares Outstanding (Company) | 141,376,139 |
| Ownership as % of Outstanding | ~0.27% (381,086 / 141,376,139) |
| Outstanding Unvested Equity (as of 12/31/2024) | Count |
|---|---|
| RSUs (2024 grant) | 161,247 |
| RSUs (2023 grant) | 87,342 |
| RSUs (2022 grant) | 30,257 |
| RSUs (2021 grant) | 3,308 |
| PSUs (Target, 2024 grant; multi‑period TSR) | 57,519 |
| PSUs (Target, 2023 grant; 3‑yr TSR) | 57,519 (shown as 86,279 at 150% max in table; target is 57,519) |
| Options (select grants) | Exercisable | Unexercisable | Exercise Price | Expiration |
|---|---|---|---|---|
| 2/1/2022 | 48,794 | 20,092 | $13.90 | 2/1/2032 |
| 4/1/2021 | 21,664 | 1,970 | $42.80 | 4/1/2031 |
| 4/1/2020 | 115,784 | — | $5.28 | 4/1/2030 |
| 2/20/2019 | 77,146 | — | $4.92 | 2/20/2029 |
| 5/19/2015 | 9,300 | — | $16.75 | 5/19/2025 |
Next 12 Months Vesting Schedule (insider selling pressure watch)
| Vest Date | Type | Shares |
|---|---|---|
| Feb 15, 2025 | RSU (2024 grant) | 43,671 |
| Feb 15, 2025 | RSU (2023 grant) | 10,078 |
| Feb 15, 2025 | RSU (2022 grant) | 6,051 |
| Feb 15, 2025 | RSU (2021 grant) | 1,985 |
| May 15, 2025 | RSU (2024 grant) | 10,078 |
| May 15, 2025 | RSU (2023 grant) | 10,078 |
| May 15, 2025 | RSU (2022 grant) | 6,051 |
| May 15, 2025 | RSU (2021 grant) | 1,323 |
| Aug 15, 2025 | RSU (2024 grant) | 10,078 |
| Aug 15, 2025 | RSU (2023 grant) | 10,078 |
| Aug 15, 2025 | RSU (2022 grant) | 6,051 |
| Nov 15, 2025 | RSU (2024 grant) | 10,078 |
| Nov 15, 2025 | RSU (2023 grant) | 10,078 |
| Nov 15, 2025 | RSU (2022 grant) | 6,051 |
PSUs granted in 2024 measure relative TSR versus Russell 2000 across 1‑, 2‑, and 3‑year periods (25%/25%/50% weighting); earned shares from interim periods remain subject to time‑vesting until the 3‑year anniversary. Vesting caps at 100% if TSR is negative; overall range is 0–150% of target .
Employment Terms
| Term | Provision |
|---|---|
| Employment status | At‑will; offer letter terms for NEOs |
| Start date | CFO since May 2016 |
| Severance (no change in control) | 12 months base salary; pro‑rata target bonus; 12 months health coverage; 12 months acceleration of time‑vested equity |
| Severance (double‑trigger, change in control) | Base salary (12 months) + one year’s target bonus; pro‑rata bonus; 12 months health; full acceleration of time‑vested equity |
| PSU treatment at CIC | Earned based on TSR to CIC date; earned shares vest upon termination in connection with CIC |
| Non‑solicit | One‑year post‑termination employee non‑solicit (within confidentiality agreement) |
| Tax gross‑ups | None for CIC benefits |
| Clawback | Exchange Act Rule 10D‑1 compliant clawback (restatements); additional recoupment for misconduct and substantial restatement triggers |
| Hedging/pledging | Prohibited for insiders |
| Say‑on‑Pay | 93% approval at 2024 meeting |
| Compensation peer group | Ads/video/marketplace/software peers used for benchmarking; updated in 2023 for 2024 decisions |
Investment Implications
- Alignment: Day’s pay mix emphasizes performance via annual bonus linked to Contribution ex‑TAC and Adjusted EBITDA less Capex (108.23% payout for 2024) and PSUs tied to relative TSR versus Russell 2000, with caps when TSR is negative, reinforcing pay‑for‑performance discipline .
- Retention and change‑of‑control: Double‑trigger CIC protection (salary + target bonus and full time‑based equity acceleration) reduces transition risk; clawback and anti‑hedging/pledging policies improve governance quality .
- Ownership and selling pressure: Beneficial ownership is modest (~0.27% of shares outstanding), with meaningful scheduled RSU vesting through 2025 that could create periodic liquidity events; company ownership guidelines may constrain selling until compliance is achieved .
- Execution record: 2024 results show revenue, Contribution ex‑TAC, and Adjusted EBITDA records alongside net leverage reduction to 0.4x, indicating continued operational and balance sheet execution during Day’s tenure, supportive of incentive outcomes and stakeholder alignment .