Diane Yu
MAGNITEAbout Diane Yu
Diane Yu (age 51) has served as an independent director of Magnite, Inc. since March 2022. She is the co‑founder and CEO of TidalWave Tech Inc. (agentic AI mortgage platform) and previously served as CTO of Better Holdco (Better.com). Yu co‑founded FreeWheel (CTO, 2007–2014; later CTO, Comcast Advanced Advertising) and held engineering leadership roles at DoubleClick. She holds a B.S. from Peking University (1995) and an M.S. in Mathematics from Ohio University (1998).
Past Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Better Holdco, Inc. (Better.com) | Chief Technology Officer | Jan 2021 – Apr 2022 | Led technology/org during online mortgage growth phase |
| FreeWheel Media, Inc. | Co‑Founder & Chief Technology Officer | 2007 – 2014 | Platform for digital TV ad management; sold to Comcast |
| Comcast (Advanced Advertising Division) | Chief Technology Officer | Post‑2014 | Role following FreeWheel sale to Comcast |
| DoubleClick | VP of Engineering | 2005 – 2007 | Advertising product suite leadership |
External Roles
| Organization | Role | Status/Notes |
|---|---|---|
| TidalWave Tech Inc. | Co‑Founder & CEO | Agentic AI mortgage platform (current) |
Board Governance
- Committee assignments: Member, Nominating and Governance Committee; not a chair.
- Independence: Board determined Yu is independent under Nasdaq rules; audit and compensation committees composed of independent directors.
- Attendance and engagement: In 2024, the board met 11 times; each director attended at least 75% of board and applicable committee meetings; all then‑serving directors attended the 2024 annual meeting.
- Board structure: Independent Chairman (Paul Caine); Nominating & Governance oversees sustainability and corporate responsibility.
Fixed Compensation
Non‑employee director pay structure (2024): $50,000 board retainer; committee and chair fees per policy; equity grants primarily RSUs.
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cash Fees ($) | $50,000 | $52,500 | $55,000 |
| Stock Awards ($) | $611,669 (initial + prorated annual) | $187,180 (annual RSU) | $194,885 (annual RSU) |
| Option Awards ($) | — | — | — |
| Total ($) | $661,669 | $239,680 | $249,885 |
Director cash/fee schedule (2024): Board member $50,000; Audit Chair $24,000; Compensation Chair $15,000; N&G Chair $10,000; Audit Member $12,000; Compensation Member $7,500; N&G Member $5,000; Board Chairman $75,000; Lead Independent Director $15,000.
Performance Compensation
- Equity mix: Non‑employee director equity grants are RSUs—no performance conditions; initial award $375,000 at appointment vesting in three equal annual tranches; annual RSU ~$170,000 vesting on first anniversary or next annual meeting/change‑in‑control; pro‑rata vesting on cessation (other than removal for cause).
- Director ownership guidelines: Required to hold equity equal to 5x base board cash compensation; restrictions on selling if below guideline.
- Hedging/pledging: Company prohibits hedging, pledging, short sales, and derivative speculation by directors.
| Equity Detail | 2023 | 2024 |
|---|---|---|
| Annual RSU grant (shares) | 13,743 RSUs (granted 6/14/2023) | 14,061 RSUs (granted 6/12/2024) |
| Unvested RSUs at year‑end | 33,840 (12/31/2023) | 24,110 (12/31/2024) |
| Options outstanding | None | None |
Other Directorships & Interlocks
- Public company boards: None disclosed for Yu.
- Notable board network: Fellow MGNI director Doug Knopper is also a co‑founder of FreeWheel; historical affiliation creates a network tie but no related‑party transaction is disclosed.
Expertise & Qualifications
- Adtech engineering leadership (FreeWheel, DoubleClick, Comcast); platform scaling; AI/agentic systems via TidalWave.
- Education: B.S. (Peking University), M.S. Mathematics (Ohio University).
- Nominating & Governance experience aligns with oversight of corporate responsibility and board processes.
Equity Ownership
| Measure | As of 2024 YE | As of Apr 7, 2025 |
|---|---|---|
| Beneficial ownership (shares) | 52,605 | 76,715 |
| Ownership % of outstanding | <1% | <1% |
| RSUs vesting within 60 days | — | 14,061 |
| Unvested RSUs (balance) | 33,840 (12/31/2023) | 24,110 (12/31/2024) |
| Options exercisable/unexercisable | None/None | None/None |
| Hedging/Pledging | Prohibited by policy | Prohibited by policy |
| Director ownership guideline | 5x base board cash compensation | 5x base board cash compensation |
Insider Trades
- No Form 4 trading activity for Diane Yu was identified in Magnite’s proxy or 8‑K filings; company policy prohibits hedging/pledging. (Form 4 data not disclosed in proxies; no related 8‑K items found.)
Say‑on‑Pay & Shareholder Feedback
| Annual Meeting | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| 2024 | 93,070,541 | 6,382,642 | 206,328 | 21,569,327 |
| 2025 | 89,783,997 | 16,384,488 | 63,872 | 20,025,828 |
- 2025 director elections (Class II): Barrett, Lam, Spillane elected; 2024 director elections (Class I): Harden, Rossman, Yu elected.
Governance Assessment
- Independence and committee placement: Yu is independent and serves on Nominating & Governance, aligning with her technology and organizational design expertise; no audit/compensation chair responsibilities reduce conflict risk.
- Engagement: Attendance threshold met; annual meeting attended by all directors; signals adequate engagement.
- Alignment: Majority of director pay delivered in time‑based RSUs with strong ownership guidelines; hedging/pledging prohibited—positive for investor alignment.
- Conflicts/related‑party exposure: No transactions disclosed involving Yu or her immediate family under Item 404; related‑person transaction policy in place with audit committee oversight.
- Network ties: Past affiliation with FreeWheel alongside another director (Knopper) is a network interlock, not a disclosed related‑party transaction; monitor for potential perceived influence in adtech partner decisions.
RED FLAGS: None disclosed for related‑party transactions, hedging/pledging, legal proceedings, or attendance shortfalls for Diane Yu. Continue monitoring any evolving commercial relationships tied to FreeWheel/Comcast ecosystem, though none are disclosed as related‑party transactions.
Director Compensation Mix (Illustrative)
| Component (2024) | Diane Yu ($) | Structure |
|---|---|---|
| Cash retainers/fees | 55,000 | Board + committee member fees per policy |
| Equity (RSU grant date fair value) | 194,885 | Annual RSU (~$170k target), vesting per policy |
| Options | — | None for non‑employee directors |
Committee Assignments Snapshot
| Committee | Role |
|---|---|
| Audit | — |
| Compensation | — |
| Nominating & Governance | Member |
Director Equity Vesting Policy Highlights
- Initial RSU ($375k) at appointment: vests in three equal annual tranches; accelerates upon change in control (immediately prior).
- Annual RSU (~$170k): vests on first anniversary or next regular annual meeting/CoC (immediately prior); prorated vesting upon cessation other than removal for cause.
- Ownership retention guideline: 5x base board cash compensation; sale restrictions if below guideline.
- Hedging/pledging prohibited.
Appendix: Board & Meetings Context
- 2024 meetings: Board 11; Audit 4; Compensation 5; N&G 8; all directors ≥75% attendance; independent Chairman.
- Audit Committee financial experts: Pearson, Lam, Rossman, Spillane designated as “audit committee financial experts.”