James Rossman - Director | MAGNITE (MGNI) Executive Profile & Compensation

About James Rossman

James Rossman (age 59) has served as an independent director of Magnite (MGNI) since April 2020. He previously served on Telaria’s board (2011–2020), including as Chair (Aug 2012–May 2013). He holds a B.A. in Economics from Trinity College and an M.M.M. from Northwestern’s Kellogg School of Management. Rossman is currently a Partner at Sportsology Capital Partners and brings deep operating experience in media agencies and ad-tech (former COO at AKQA and Digitas; former Operating Partner at Silver Lake; Special Advisor at General Atlantic) .

Past Roles

Organization	Role	Tenure	Committees/Impact
Sportsology Capital Partners	Partner	Current	Strategic capital/advisory to pro sports franchises; sector operator-investor lens
Silver Lake	Operating Partner	Apr 2018–Jun 2023	PE operating value creation in tech/tech-enabled sectors
General Atlantic	Special Advisor	Nov 2012–Apr 2018	Growth equity advisory
AKQA Inc.	President & COO	Apr 2009–Jun 2012	Led digital services operations
Digitas (Publicis Groupe)	COO and prior leadership roles	Apr 2001–Mar 2009	Scaled integrated advertising agency operations
Telaria, Inc.	Director; Chair (Aug 2012–May 2013)	2011–2020	Pre-merger governance; CTV expertise

External Roles

Organization	Role	Tenure/Status
Adswerve, Inc.	Director	Since Mar 2024 (data and media digital consultancy)

Board Governance

Attribute	Details
Independence	Board determined Rossman is independent under Nasdaq rules
Committees	Audit Committee (member; designated audit committee financial expert); Compensation Committee (member)
Chair roles	None (Audit Chair: David Pearson; Compensation Chair: Doug Knopper; Nominating & Governance Chair: Robert F. Spillane)
Attendance	In 2024 the board met 11x; Audit 4x; Compensation 5x; N&G 8x. Each director attended ≥75% of meetings; all directors attended the 2024 annual meeting
Leadership structure	Independent Chairman (Paul Caine) presides over executive sessions and coordinates agendas and succession planning
Compensation committee interlocks	None during 2024; no member was an officer/employee of MGNI

Fixed Compensation

Component	2024 Amount/Terms	Notes
Annual Board Retainer	$50,000	Cash
Audit Committee Member	$12,000	Cash
Compensation Committee Member	$7,500	Cash
Total Cash Fees (2024)	$69,500	Matches retainer+committee fees
Annual Director Equity	$170,000 value in RSUs (14,061 RSUs granted on Jun 12, 2024)	RSUs determined by 20-day trailing avg price
Director Compensation (Total 2024)	$264,385 total: $69,500 cash; $194,885 stock awards	No options; equity is RSUs
Meeting Fees	Not disclosed/none indicated	Program shows retainers and committee fees only
Vesting (Annual RSUs)	Vest on 1st anniversary or earlier upon change-in-control or next annual meeting; pro-rata vesting on departure (except removal for cause)

Performance Compensation

Directors receive time-based RSUs only. No performance-based director equity (no PSUs/TSR metrics) or director bonus metrics are disclosed; performance metrics apply to executives, not directors .

Other Directorships & Interlocks

Company	Role	Interlocks/Conflicts Indicator
Adswerve, Inc.	Director (since Mar 2024)	No related-party transactions disclosed with MGNI; audit policy requires audit committee approval for any related-party transactions

No related-party transactions involving Rossman were disclosed; the only 2024+ transaction disclosed involved RTL Group affiliates monetizing ~$515,000 of inventory via MGNI’s platform (non-director related) .

Expertise & Qualifications

Designated audit committee financial expert; financially literate for SEC/Nasdaq purposes .
Operating leadership in digital media/ad-tech (AKQA, Digitas) and private equity value creation (Silver Lake; GA) .
Board experience across Telaria and Adswerve; capital markets, M&A, growth strategy credentials .

Equity Ownership

Item	Detail
Beneficial Ownership (as of Apr 7, 2025)	219,920 MGNI shares; <1% ownership
RSUs vesting within 60 days of Apr 7, 2025	Includes 14,061 RSUs scheduled to vest (applies to each non-employee director)
Ownership Guidelines	Directors must hold equity ≥5x base cash board retainer; counts unvested time-based RSUs; if below threshold at assessment, sale of more than half of vested after-tax RSU shares is restricted until compliant
Hedging/Pledging	Hedging and pledging MGNI shares are prohibited under Insider Trading Policy

Insider Transactions (Form 4)

Date (Trans.)	Type	Shares	Price/Share	Post-Trans. Holdings	Source
2025-06-18	Sale	137,007	$18.78	93,679	https://www.sec.gov/Archives/edgar/data/1595974/000141588925017863/0001415889-25-017863-index.htm
2025-06-05	Award (RSUs)	10,766	$0.00	230,686	https://www.sec.gov/Archives/edgar/data/1595974/000141588925016026/0001415889-25-016026-index.htm
2025-02-07	Sale	149,936	$19.46	219,920	https://www.sec.gov/Archives/edgar/data/1595974/000141588925003400/0001415889-25-003400-index.htm
2024-06-12	Award (RSUs)	14,061	$0.00	369,856	https://www.sec.gov/Archives/edgar/data/1595974/000141588924016668/0001415889-24-016668-index.htm

Notes:

2025 YTD insider activity shows net selling in February and June; post-transaction ownership updated as per filings above. MGNI prohibits hedging/pledging, and no pledges are disclosed .

Say-on-Pay & Shareholder Feedback

Year	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 advisory support remained solid despite higher opposition vs. 2024. Board recommends annual advisory vote cadence and considers investor feedback in compensation design .

Governance Assessment

Strengths
- Independence and dual-committee service (Audit; Compensation), with designation as an audit committee financial expert—supports oversight rigor on financial reporting and pay .
- Strong attendance culture (≥75% for all directors in 2024; full annual meeting attendance) .
- Director pay structure is conservative and formulaic (cash retainers + time-based RSUs), with meaningful equity alignment and 5x retainer ownership guideline; hedging/pledging prohibited .
- No compensation committee interlocks; no Rossman-related party transactions disclosed .
Watch items
- Insider selling: Material open-market sales in Feb and Jun 2025 at ~$19/share levels; continued monitoring warranted for signal vs. diversification/liquidity management (see Form 4s above). Policy restricts hedging/pledging, mitigating misalignment risk (Form 4 URLs above).
- Annual say-on-pay support declined in 2025 vs. 2024 though remains high; ongoing engagement advisable .
Compensation alignment (director)
- 2024 cash fees ($69.5k) align exactly with program (Board retainer + Audit + Compensation memberships); equity is time-based RSUs (14,061 granted June 12, 2024; grant value $194,885), aligning with shareholder outcomes without adding performance-plan complexity at the board level .
Committee effectiveness
- Audit: Meets financial expertise requirements; conducts standard PCAOB/SEC oversight processes; recommends auditor ratification (Deloitte) .
- Compensation: Uses independent consultant Semler Brossy; no interlocks; committee sign-off on CD&A and design features consistent with best practices .

Appendix: Committee Assignments Snapshot

Committee	Role
Audit	Member; audit committee financial expert
Compensation	Member

Appendix: Director Compensation Program (for context)

Fee/Grant	Amount
Board Member Retainer (Cash)	$50,000
Audit Committee Member (Cash)	$12,000
Compensation Committee Member (Cash)	$7,500
Annual Director Equity	$170,000 in RSUs; 2024 grant: 14,061 RSUs (Jun 12, 2024)

All citations: plus Form 4 URLs enumerated in the Insider Transactions table.