Rachel Lam
MAGNITEAbout Rachel Lam
Rachel Lam (age 57) has served as an independent director of Magnite since April 2020 (previously a Telaria director since May 2013). She is Co‑Founder and Managing Partner of Imagination Capital (founded 2017) and formerly led Time Warner Investments (2003–2017). She holds a B.S. in Industrial Engineering & Operations Research (UC Berkeley) and an MBA (Harvard Business School). The board has determined she is independent and she is designated an “audit committee financial expert.”
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Time Warner Investments (Time Warner Inc.) | Group Managing Director; led strategic investing | 2003–2017 | Managed numerous digital media investments; board service on Maker Studios and Bluefin Labs prior to sales to Disney and Twitter, respectively |
| Telaria, Inc. | Director | May 2013–Apr 2020 | Director prior to Telaria–Rubicon merger (Magnite) |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Porch Group, Inc. (Nasdaq) | Director | Aug 2021–present | Chair, Nominating & Governance Committee |
| Innovid, Inc. (formerly NYSE) | Director | Dec 2021–Mar 2024 | Served until Innovid’s strategic sale |
| Action Against Hunger USA (non‑profit) | Director | Mar 2025–present | Non‑profit board service |
Board Governance
- Committee assignments (2025): Audit Committee (member); Nominating & Governance Committee (member). Not a committee chair at Magnite.
- Audit Committee membership: David Pearson (Chair), Robert Spillane, Rachel Lam, James Rossman. The committee’s members are independent.
- Audit committee “financial expert”: The board determined Ms. Lam qualifies as an “audit committee financial expert.”
- Independence: The board designated Ms. Lam as independent under Nasdaq rules.
- Attendance and engagement: In 2024, the board met 11 times; Audit 4, Compensation 5, Nominating & Governance 8. Each director attended at least 75% of applicable meetings; all then‑serving directors attended the 2024 annual meeting.
- Board structure: Independent Chairman (Paul Caine); committee charters and governance guidelines posted on IR site.
Fixed Compensation
| 2024 Cash Retainers | Amount (USD) |
|---|---|
| Board Member annual retainer | $50,000 |
| Audit Committee member fee | $12,000 |
| Nominating & Governance member fee | $5,000 |
| Total cash fees received by Rachel Lam (2024) | $67,000 |
Notes:
- Magnite does not pay meeting fees; compensation is via annual retainers and equity.
Performance Compensation
| 2024 Equity Awards to Directors | Details |
|---|---|
| Annual RSU grant (2024) | $170,000 target value; RSUs only; grant sized by 20‑day trailing average price |
| Grant date and shares (Lam) | June 12, 2024; 14,061 RSUs |
| Reported grant date fair value (Lam) | $194,885 (ASC 718) |
| Vesting | Annual awards vest on first anniversary of grant; accelerate upon change in control (immediately prior) or upon next regular annual meeting in the following year; pro‑rata vesting if service ends other than for cause |
| Options | None granted to Lam in 2024; directors generally not granted options |
Performance metrics: Director equity is time‑based (no performance metrics). Equity constitutes a majority of total director pay to align with shareholders.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Porch Group, Inc. (Chair, Nominating & Governance) |
| Former public boards | Innovid, Inc. (Dec 2021–Mar 2024) |
| Interlocks | Company disclosed no compensation committee interlocking relationships during 2024; Lam is not on Magnite’s compensation committee |
Expertise & Qualifications
- Audit committee financial expert; experienced in capital allocation, M&A and strategy from Time Warner Investments.
- Extensive board experience: has served on 20 boards over the years (public and private).
- Education: B.S. (UC Berkeley – IEOR), MBA (Harvard Business School).
Equity Ownership
| Ownership Snapshot | Amount |
|---|---|
| Beneficial ownership (as of Apr 7, 2025) | 231,056 shares; less than 1% of outstanding (based on 141,376,139 shares outstanding) |
| Unvested RSUs (as of Dec 31, 2024) | 14,061 RSUs |
| Stock options | 0 options outstanding |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors and insiders |
| Director ownership guideline | Required to hold equity equal to 5× base board cash compensation, measured on the first March 31 after the fifth anniversary of service and annually thereafter |
| Compliance status | Individual compliance status not disclosed |
Governance Assessment
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Strengths for investor confidence
- Independent director with deep sector and investing experience; designated audit committee financial expert; serves on Audit and Nominating & Governance at Magnite.
- Strong alignment: director pay is equity‑heavy; explicit prohibition on hedging/pledging; robust director ownership guideline (5× base cash).
- Attendance and engagement: board/committee cadence is regular and all directors met at least 75% attendance in 2024.
- Controls and oversight: active and independent Audit Committee; formal related‑party review policy; updated clawback policy for executives under Rule 10D‑1.
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Potential risks or watch items
- Director equity vests on a single‑trigger change in control (accelerates immediately prior), which is market‑standard but can be viewed as less performance‑contingent.
- No specific disclosure of individual compliance with director ownership guideline (standard practice, but a transparency gap for alignment tracking).
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Conflicts/related‑party exposure
- Proxy discloses related‑party transactions review procedures; 2024 related‑party section lists an RTL Group commercial relationship but no transactions involving Ms. Lam or entities associated with her.
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Director compensation (2024) – Mix and transparency
- Cash $67,000; RSUs $194,885; no options, no meeting fees. Clear retainer structure by role and committee.
- Equity award size is formulaic (20‑day average) with standard vesting and pro‑rata rules, plus CoC acceleration.
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Board effectiveness signals
- Independent chair structure; committee charters and governance guidelines available; regular evaluations.
- All members of Audit and Compensation committees meet heightened independence standards.
Quotes
- “Ms. Lam brings to the board extensive experience serving on public and private boards, along with her financial, M&A and strategy experience.”
- “Our board…has determined that…Ms. Lam…[is] independent…[and that] each of Mr. Pearson, Ms. Lam, Mr. Rossman and Mr. Spillane qualifies as an ‘audit committee financial expert’.”