David Pearson
MAGNITEAbout David Pearson
David Pearson (age 59 as of April 7, 2025) is an independent director of Magnite, Inc., serving since March 2022. He chairs the Audit Committee and sits on the Compensation Committee; the Board has determined he is independent under Nasdaq rules and he qualifies as an “audit committee financial expert.” He brings CFO-level operating experience, capital markets expertise, and public company accounting and controls knowledge; education includes an MBA from Harvard Business School and an A.B. from Brown University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vonage Holdings Corp. | Chief Financial Officer | May 2013 – Aug 2020 | Led public company finance, controls, reporting |
| Deutsche Bank Securities | Managing Director; Global Media & Telecom Group Head | Over nine years (prior to Vonage) | Led media/telecom coverage; capital markets |
| Goldman, Sachs & Co. | Technology, Media & Telecom; Managing Director (2002–2003) | Over nine years; MD 2002–2003 | Investment banking, M&A execution |
| Coopers & Lybrand | Early career | Not disclosed | Foundation in accounting |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Potbelly Corporation (Nasdaq) | Director; Audit Committee Chair | Since Apr 2022 | Oversees financial reporting as audit chair |
| Lee Enterprises Inc. (Nasdaq) | Director; Audit Committee Member | Feb 2020 – Jul 2024 | Audit oversight at a public media company |
Board Governance
- Committee assignments (Magnite): Audit Committee Chair; Compensation Committee member; Member since March 2022 .
- Independence: Board determined Pearson is independent for Board service and for heightened audit/compensation standards; he qualifies as an audit committee financial expert .
- Attendance and engagement: In 2024, the Board met 11 times; audit met 4; compensation 5; nominating 8; each director attended at least 75% of meetings on which they served; all then‑serving directors attended the 2024 annual meeting .
- Audit Committee Report: Signed by David Pearson (Chair), evidencing active oversight of integrity of financial statements and auditor independence .
Fixed Compensation
| Component | Amount |
|---|---|
| 2024 Fees Earned/Paid in Cash | $77,750 |
| 2024 Stock Awards (grant-date fair value) | $194,885 |
| 2024 Total | $272,635 |
| 2024 Non‑Employee Director Cash Fee Schedule | Retainer ($) |
|---|---|
| Board Member | $50,000 |
| Audit Committee Chair | $24,000 |
| Compensation Committee Member | $7,500 |
| Nominating & Governance Committee Member | $5,000 |
| Compensation Committee Chair | $15,000 |
| Nominating & Governance Committee Chair | $10,000 |
| Board Chairman | $75,000 |
| Lead Independent Director | $15,000 |
- Director equity retention guidelines: Required to hold equity equal to 5x base board cash compensation; restrictions on sale apply until compliant as of each Annual Compliance Assessment Date .
Performance Compensation
| Item | Details |
|---|---|
| Performance‑linked director pay | None; director equity awards consisted solely of time‑based RSUs; no director PSU/option awards in 2024 |
| Hedging/Pledging policy | Directors/officers prohibited from hedging and pledging Company stock; short sales and speculative derivatives are prohibited |
Other Directorships & Interlocks
- Current public boards: Potbelly Corp (audit chair) .
- Prior public boards: Lee Enterprises Inc. (audit member) .
- Compensation committee interlocks: None in 2024; members (including Pearson) were not officers/employees of Magnite and had no interlocking relationships with other companies’ boards/comp committees .
Expertise & Qualifications
- Financial expert designation; deep audit oversight capability .
- CFO operating experience; public company accounting, controls, and reporting expertise .
- Capital markets, M&A, and telecom/media sector experience from Deutsche Bank and Goldman Sachs .
Equity Ownership
| Holder | Shares Beneficially Owned | Percent of Outstanding | Notes |
|---|---|---|---|
| David Pearson | 76,715 | <1% | Includes 14,061 RSUs vesting within 60 days of April 7, 2025 |
- Unvested director RSUs held as of Dec 31, 2024: 24,110 for David Pearson (reflects accumulated grants) .
- 2024 annual director grant: 14,061 RSUs granted June 12, 2024 to each director serving at that time; annual award value basis $170,000 divided by 20‑day trailing average stock price .
- Vesting terms: Annual RSUs vest on first anniversary of grant or earlier upon change in control or next regular annual meeting; initial director RSUs vest in three equal annual increments; pro‑rata vesting on departure other than removal for cause .
- Hedging/pledging prohibitions apply to directors; enhances alignment .
Governance Assessment
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Strengths
- Independent Audit Chair and audit committee financial expert; co‑authors Audit Committee report, signaling active oversight of financial integrity and auditor independence .
- Cross‑industry audit leadership (Potbelly audit chair) and prior Lee Enterprises audit service broaden risk oversight perspective without obvious competitive conflicts for Magnite .
- Director compensation mix favors equity; retention guidelines require 5x cash retainer equity holdings; combined with hedging/pledging prohibitions, alignment with shareholders is reinforced .
- Board independence affirmed; compensation committee engages independent consultant (Semler Brossy) and reports no interlocks, supporting pay governance quality .
- Attendance expectations met (≥75% in 2024 across board/committee meetings) and annual meeting participation for all directors .
-
Potential risks/RED FLAGS
- No material related‑party transactions disclosed involving Pearson; related‑party section highlights RTL Group affiliate activity only, approved under policy—low conflict risk for Pearson .
- Limited disclosure of individual attendance percentages (proxy reports aggregate thresholds); continued monitoring of meeting participation advisable .
-
Shareholder sentiment context
- 2024 Say‑on‑Pay passed with ~93% support, indicating broad investor confidence in Magnite’s compensation governance; Pearson serves on the Compensation Committee .
Overall, Pearson’s audit chairmanship, financial expert status, independence, and equity alignment policies are positives for investor confidence, with no disclosed conflicts or related‑party exposures tied to him in the latest proxy .