Paul Caine
MAGNITEAbout Paul Caine
Paul Caine, 60, is Magnite’s independent Chairman of the Board and has served on the board since April 2020 (Chairman since April 2020). He holds a B.A. in Telecommunications with a minor in Business from Indiana University and brings deep branding and multi‑media advertising sales and marketing expertise from senior roles at Time Inc., Bloomberg Media, and others .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Magnite (formerly Telaria) | Chairman of the Board; Director | April 2020–present; Telaria board June 2014–April 2020; Telaria Chairman (various periods, executive/non‑executive) | Independent Chairman leading agendas, executive sessions, succession oversight |
| Time Inc. | EVP, Chief Revenue Officer; Group President | 1989–2013 (multiple senior positions through 2013) | Led large sales and publishing operations; multi‑brand revenue leadership |
| WestwoodOne, Inc. | CEO and Director | Apr 2013–Jan 2014 | Led largest independent national audio media company |
| Bloomberg Media | Chief Global Revenue Officer | Jun 2014–Jul 2016 | Global revenue leadership |
| Engine Group | Chairman and Executive Director of Board | Jan 2018–Feb 2023 | Governance leadership at marketing firm |
| IMG Events | President | Aug 2022–Mar 2025 | Event management leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TKO Group Holdings, Inc. (On Location) | President, On Location | Jan 2020–present | Operating role at public company’s business unit; no Magnite‑related transactions disclosed |
| PC Ventures, LLC | CEO & Founder | Aug 2017–present | Investment and advisory firm |
Board Governance
- Committee assignments (Audit/Comp/Nominating): Caine serves as independent Chairman; not listed as a member/chair of the three standing committees in 2025 .
- Independence: Board determined Caine is independent under Nasdaq rules; committee members meet heightened independence standards .
- Attendance & engagement: Board met 11x in 2024; each director attended at least 75% of board/committee meetings; all then‑serving directors attended the 2024 annual meeting .
- Chairman responsibilities: Leads meetings and executive sessions, sets agendas with CEO, facilitates director–management communication, oversees succession planning, engages with major stockholders upon request .
Fixed Compensation
| Component (2024) | Amount (USD) | Detail |
|---|---|---|
| Board Member Annual Retainer | $50,000 | Paid quarterly in advance |
| Board Chairman Retainer | $75,000 | Paid quarterly in advance |
| Committee Membership Fees | $0 | Not listed as a committee member in 2025 |
| Committee Chair Fees | $0 | Not applicable |
| Total Fees Earned (2024) | $125,000 | As reported in 2024 Director Compensation Table |
Director equity retention guidelines require each director to hold minimum equity equal to 5x base board cash compensation; counted equity includes outright holdings, qualified plans, vested RSUs in non‑qualified plans, and unvested time‑based RSUs .
Performance Compensation
| Equity Element | Grant Date | Units | Fair Value (USD) | Vesting | Change‑in‑Control/Forfeiture Terms |
|---|---|---|---|---|---|
| Annual RSUs | Jun 12, 2024 | 14,061 | $194,885 | Vest on first anniversary (subject to continued board service) | Accelerate immediately prior to change in control; pro‑rata vesting upon service end other than removal for cause; lapse if removed for cause |
| Options | N/A | — | — | None outstanding | N/A |
Stock ownership/hedging alignment metrics:
- Hedging and pledging prohibited for directors (no collars, swaps, short sales, pledges, etc.) .
- Director equity retention guideline: 5x base board cash compensation threshold assessed each March 31 after 5th anniversary; restrictions on selling vested shares if below threshold .
Other Directorships & Interlocks
| Company | Role | Committees | Potential Interlock/Conflict |
|---|---|---|---|
| Telaria, Inc. (pre‑merger) | Director; Chairman (executive/non‑executive periods) | Not stated | Historical role; Telaria assets merged into Magnite in 2020; no current related‑party transactions disclosed |
| Engine Group | Chairman & Executive Director | Not stated | Private marketing firm; no Magnite related‑party transactions disclosed |
The proxy discloses a related‑party transaction review policy with audit committee approval and lists RTL affiliates’ ordinary‑course platform monetization; no transactions involving Caine are disclosed .
Expertise & Qualifications
- Branding and multi‑media advertising sales and marketing; board service across public/private companies .
- Senior operating leadership across publishing, audio, media, and events; revenue and commercialization track record .
Equity Ownership
| Measure | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 182,837 | Includes 14,061 RSUs vesting within 60 days of April 7, 2025 |
| Ownership % of shares outstanding | <1% (*) | Company total 141,376,139 shares outstanding as of Apr 7, 2025 |
| Unvested RSUs (12/31/2024) | 14,061 | Annual director grant |
| Options (exercisable/unexercisable) | — | None held |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging and pledging |
| Director ownership guideline | 5x base board cash compensation | Applies from fifth anniversary of service; restrictions if below threshold |
Governance Assessment
- Strengths:
- Independent Chairman with defined responsibilities; strong governance scaffolding (charters, evaluations, stockholder communications) .
- Clear director pay structure with majority equity; annual RSUs and robust equity retention guidelines; prohibitions on hedging/pledging enhance alignment .
- Audit and compensation committees fully independent; compensation consultant independence affirmed; no committee interlocks .
- Attendance expectations met; all directors attended 2024 annual meeting .
- No related‑party transactions disclosed involving Caine; related‑party policy requires audit committee review .
- Watch items:
- Multiple external operating roles (e.g., On Location at TKO, PC Ventures) could create time‑commitment pressure; monitor board and committee attendance/engagement in future proxies .
- As Chairman not seated on audit/comp/nominating committees, influence is via leadership rather than committee mechanics; ensure effective liaison with committee chairs .
- Broader governance signals:
- 2024 say‑on‑pay support at ~93% suggests positive investor sentiment toward pay governance; not director‑specific but relevant to overall governance climate .
RED FLAGS: None disclosed regarding hedging/pledging, related‑party transactions, option repricing, or low attendance for Caine. Company policies explicitly prohibit hedging/pledging and option repricing; director attendance met thresholds in 2024 .