Michael Barrett

About Michael Barrett

Michael G. Barrett is Magnite’s Chief Executive Officer and a director, serving since March 2017; he was also President through January 2025 except April–June 2020, and is not independent under Nasdaq rules given his management role . As of April 7, 2025 he is 62; board leadership is counterbalanced by an independent Chairman (Paul Caine), mitigating typical dual-role concerns (CEO + director) through independent board oversight and executive sessions led by the Chair . Company performance under Barrett in 2024 included record revenue of $668.2 million (+7.8% YoY) and record Adjusted EBITDA of $196.9 million; net leverage fell to 0.4x, with new or renewed agreements across major partners (Netflix, Disney, Samsung, etc.) . Relative TSR outcomes tied to Barrett’s PSU awards show pay-for-performance sensitivity: the April 2021 grant vested at 0% (Magnite TSR -74.64%, 17th percentile), while the February 2022 grant vested at 124.83% (Magnite TSR 14.15%, 67.42nd percentile) .

Past Roles

External Roles

Board Governance and Director Service

• Director service: Member since March 2017; currently Class II nominee for re-election; not independent due to CEO role .
• Committee roles: None; committee membership table shows Barrett is not assigned to Audit, Compensation, or Nominating/Governance .
• Board oversight: Independent Chairman (Paul Caine) leads meetings and executive sessions; board met 11x in 2024; all directors met at least 75% attendance on boards/committees .
• Director pay: Barrett did not receive compensation for board service; his compensation is disclosed under executive sections .

Fixed Compensation

Performance Compensation

2024 Annual Cash Incentive Plan

Equity Incentives and Outcomes (PSUs; Options; RSUs)

2024 CEO Equity Grant Mix and Values

2024 CEO RSU Vesting Schedule (Grant 1/2/2024; 121,951 RSUs)

Equity Ownership & Alignment

Selected Outstanding Awards (as of 12/31/2024)

Note: Options struck below $15.92 (12/31/2024 close) were in-the-money as of that date; values depend on future share prices and vesting/exercise status .

Employment Terms

• Employment agreement: At-will; provides base salary, annual bonus eligibility, and benefit participation .
• Severance (no change-in-control): If terminated without cause/for good reason/death/disability, 12 months base salary; pro-rata bonus (CEO pro-rata target); 12 months health coverage; acceleration of time-based equity for 12 months; PSUs pro-rata per detailed rules; no tax gross-ups .
• Severance (change-in-control; double-trigger): If terminated in connection with/following a change-in-control (within 13 months for CEO), CEO and CFO receive additional cash equal to one year’s target bonus; full acceleration of time-based equity; PSUs earned based on performance-to-date vest at termination; no single-trigger benefits; no tax gross-ups .
• Restrictive covenants: Release required; confidentiality indefinite; one-year post-termination non-solicitation of employees .
• Clawbacks: Exchange Act Rule 10D-1 compliant clawback adopted Oct 2, 2023; additional recoupment for misconduct/restatements under equity/cash plans since April 7, 2016 .
• Insider trading policy: Hedging and pledging prohibited; short sales and speculative derivatives prohibited .
• Equity award policies: No option repricing or cash buyouts without shareholder approval; standardized grant governance .

Compensation Peer Group and Governance Signals

Investment Implications

• Pay-for-performance alignment: Heavy use of PSUs tied to relative TSR and multi-year vesting; 88% at-risk structure for CEO; 2021 TSR tranche paid 0% while 2022 tranche paid 124.83%—compensation outcomes track shareholder returns, supporting alignment but increasing sensitivity to market volatility .
• Retention and selling pressure: Large unvested RSUs with scheduled quarterly vesting through 2028 and significant in-the-money options below $15.92 increase potential for periodic insider transactions around standard vest/blackout schedules; the Company prohibits hedging/pledging and maintains ownership/holding requirements that can moderate selling .
• Change-in-control economics: Double-trigger protection with one-year target bonus (CEO/CFO) and full time-based acceleration, plus performance-to-date PSU vesting, is shareholder-friendly vs single-trigger constructs and reduces entrenchment concerns; no tax gross-ups .
• Governance mitigants: Independent Chairman, no option repricing/cash buyouts without shareholder approval, robust clawbacks, and strong Say-on-Pay support (~93%) reduce governance risk and indicate investor acceptance of the pay program .