Doug Knopper
MAGNITEAbout Doug Knopper
Independent director since April 2020; age 64 as of April 7, 2025. Co‑Founder and Co‑CEO of FreeWheel (2007–2017), CEO of BitPass (2005–2007), and SVP/GM at DoubleClick (2000–2005). Education: B.A., University of Michigan; M.B.A., Georgetown University. Expertise in digital video advertising, CTV, and ad‑tech company building and leadership .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| FreeWheel Media, Inc. | Co‑Founder and Co‑CEO | Feb 2007 – Sep 2017 | Built leading CTV/digital TV ad platform; acquired by Comcast (2014) |
| BitPass Inc. | Chief Executive Officer | 2005 – 2007 | Led micropayments platform |
| DoubleClick Inc. | SVP/General Manager | 2000 – 2005 | Senior leadership in digital advertising tech |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Telaria, Inc. (pre‑merger) | Director | Oct 2018 – Apr 2020 | Board service prior to Telaria merger with Magnite |
No current public company directorships disclosed beyond Magnite .
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Nominating & Governance Committee .
- Independence: Board determined Knopper is independent under Nasdaq rules; compensation and audit committees composed of independent directors .
- Engagement and attendance: Board met 11x in 2024; Compensation 5x; Nominating & Governance 8x. Each director attended at least 75% of applicable meetings and all directors attended the 2024 annual meeting .
- Board structure: Nine directors; independent Chairman (Paul Caine) .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Board member annual cash retainer | 50,000 | Paid quarterly |
| Compensation Committee Chair fee | 15,000 | Annual cash fee |
| Nominating & Governance Committee member fee | 5,000 | Annual cash fee |
| Total 2024 cash fees (Knopper) | 70,000 | Matches 2024 director compensation table |
Performance Compensation
| Equity Component | Grant details | Vesting | 2024 Value |
|---|---|---|---|
| Annual RSUs | 14,061 RSUs granted June 12, 2024 | Vests at 1‑year, or earlier upon change‑in‑control or next regular annual meeting; pro‑rata vesting on departure (other than removal for cause) | 194,885 |
- Director equity grants are time‑based RSUs; no performance metrics apply to director compensation (company uses PSUs for executives, not directors) .
Other Directorships & Interlocks
| Company | Type | Role | Interlocks/Notes |
|---|---|---|---|
| Telaria, Inc. | Public (historic) | Director | No compensation committee interlocks disclosed in 2024; none of Magnite’s comp committee members were officers/employees; no interlocking relationships reported . |
Expertise & Qualifications
- Domain expertise: Digital video advertising, CTV monetization, ad‑tech operations .
- Education: B.A., University of Michigan; M.B.A., Georgetown University .
- Board skills alignment: Founder/operator background; industry relationships in CTV/ad‑tech .
Equity Ownership
| Item | Value |
|---|---|
| Total beneficial ownership | 149,349 shares (less than 1%) |
| RSUs vesting within 60 days of April 7, 2025 | 14,061 |
| Stock options (exercisable within 60 days) | None disclosed for Knopper; options shown only for Spillane among directors |
| Ownership guidelines | Directors required to hold equity equal to 5x base board cash compensation; unvested time‑based RSUs count toward compliance |
| Hedging/pledging | Prohibited for directors (no hedging, no pledging) |
Governance Assessment
- Strengths
- Independent director; chairs compensation committee; active role in pay governance, with independent consultant Semler Brossy engaged since 2014 .
- Good attendance and engagement (≥75% threshold met; annual meeting attended) .
- Director pay mix favors equity (time‑based RSUs) to align with shareholders; ownership guidelines require 5x cash retainer .
- Robust policies: clawback policy (SEC Rule 10D‑1 compliant) and expanded recoupment provisions; anti‑hedging and anti‑pledging; prohibition on option repricing/cash buyouts .
- No related‑party transactions involving Knopper disclosed; comp committee interlocks explicitly none .
- Investor support signal: 2024 Say‑on‑Pay approved by ~93% of votes cast .
- Watch items
- Individual ownership is modest in absolute terms (149,349 shares, <1%); compliance status with the 5x guideline not individually disclosed .
- Director RSUs feature accelerated vesting upon change‑in‑control (single‑trigger for directors), common but should be monitored for potential optics in M&A contexts .
Compensation Committee Analysis
- Composition (2024 report): Doug Knopper (Chair), David Pearson, Sarah P. Harden, James Rossman; all independent, non‑employee directors .
- Consultant: Semler Brossy retained annually as independent compensation consultant; committee concluded no conflicts of interest .
- Practices: Formulaic executive annual incentive structure with capped maximums; clawback; no single‑trigger CIC for executives; no tax gross‑ups; prohibition on repricing .
Related‑Party Transactions and Conflicts
- Policy: Audit committee pre‑approves/ratifies related‑person transactions; legal review factors include arm’s‑length terms, director independence impact, and appearance of impropriety .
- Disclosures: 2024 transactions with RTL affiliates (~$515k ad inventory monetized) at arm’s‑length; no director‑specific related‑party transactions involving Knopper disclosed .
Signals for Investors
- Board effectiveness: Experienced ad‑tech operator leading pay governance; independent status; solid attendance .
- Alignment: Equity‑heavy director compensation; strict ownership/anti‑hedging/anti‑pledging policies; strong clawback framework .
- Confidence indicators: High Say‑on‑Pay approval (~93%); independent comp consultant; no interlocks .