Katie Evans

About Katie Evans

Katie Evans (age 39) is President, Operations at Magnite, appointed January 2025; she previously served as Chief Operating Officer (September 2020–December 2024) and General Manager, CTV (April–August 2020). She joined Magnite via Telaria, where she was COO (March 2017–April 2020) and SVP, Strategy & Operations (November 2015–March 2017). Evans holds a B.S. in Business Administration from the University of Richmond. Under her senior operating tenure, Magnite delivered 2024 record revenue of $668.2M (+7.8% YoY), Contribution ex‑TAC of $606.9M (+10.5% YoY), and Adjusted EBITDA of $196.9M; company pay‑versus‑performance data shows TSR recovery in 2023–2024 relative to the Russell 2000 peer context .

Past Roles

External Roles

Fixed Compensation

Multi‑year cash compensation and realized bonus for Katie Evans:

2024 annual bonus was paid at 108.23% of target, driven by achievement of CTV Contribution ex‑TAC, DV+ Contribution ex‑TAC, and Adjusted EBITDA less Capex targets .

Performance Compensation

Annual performance cash program (2024 design and outcomes)

Long‑term equity awards (2024 grants)

PSU vesting curve (applies to 2024 awards):

Equity Ownership & Alignment

Option awards outstanding (as of Dec 31, 2024)

RSU vesting schedules (specific dates/amounts)

2024 RSU grant (113,821 units; granted 1/2/2024):

2023 RSU grant (61,653 units; granted 1/1/2023):

Employment Terms

Key terms:

• Double‑trigger required for CIC benefits; time‑based equity fully accelerates, PSUs earned based on TSR through CIC then vest at termination .
• Non‑solicit of employees for one year; indefinite confidentiality; benefits contingent on release of claims .
• No excise tax gross‑ups; payments reduced only if it increases executive’s after‑tax benefit .
• Clawback policy compliant with Rule 10D‑1; recovery of incentive comp tied to restatements and misconduct provisions .
• Insider Trading Policy bans hedging and pledging; equity award repricing and buyouts prohibited absent shareholder approval .

Performance & Track Record

Major strategic actions highlighted include debt refinancing/repricing to reduce interest, and key customer wins/renewals (Netflix, Disney, LG Ads, Samsung Ads, etc.) .

Compensation Peer Group (used to inform 2024 decisions)

Say‑on‑Pay & Governance Signals

• 2024 Say‑on‑Pay approval: ~93% support, with no program changes made directly in response .
• Compensation program features include significant at‑risk pay, formulaic cash incentives with 150% caps, ownership guidelines and holding requirements, clawback policy, independent consultant (Semler Brossy), and prohibitions on hedging/pledging and option repricing .

Investment Implications

• Pay‑for‑performance alignment: Evans’ mix (70% RSUs, 30% PSUs for non‑CEO NEOs) ties a meaningful portion of realized pay to relative TSR and multi‑year service vesting, with negative TSR cap reducing windfalls in down markets .
• Insider selling pressure: Detailed RSU schedules show sizable periodic vests (e.g., 30,826 shares on 2/15/2025; quarterly 7,114‑share tranches thereafter), which can create mechanical sell pressure around vest dates; monitoring trading windows and Form 4 filings around these dates is prudent .
• Retention risk: Double‑trigger CIC protections and 12‑month severance, plus PSU proration rules, provide moderate retention incentives; absence of non‑compete but presence of one‑year non‑solicit indicates standard retention posture for growth tech .
• Ownership alignment: Beneficial ownership of 437,992 shares (~0.31% of SO) and executive ownership guidelines (2× salary) plus bans on hedging/pledging indicate alignment; no disclosure of pledged shares, consistent with policy prohibitions .
• Governance quality: High Say‑on‑Pay support (93%), strong committee independence, and transparent PSU design reduce governance red flags; continued focus should be on TSR realization against the Russell 2000 and execution on CTV/DV+ Contribution ex‑TAC to sustain cash incentive payouts .