Robert Spillane
MAGNITEAbout Robert F. Spillane
Independent director at Magnite (MGNI) since the April 2014 IPO; currently Chair of the Nominating & Governance Committee and a member of the Audit Committee. Age 74 as of April 7, 2025. Recognized as an SEC “audit committee financial expert” and re-elected as a Class II director at the June 5, 2025 annual meeting. Professional background spans investing (DigaComm) and operating leadership in publishing, advertising, and information services, with executive roles at DM Holdings/Donnelley Marketing, Diamandis Communications, and CBS.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DigaComm, L.L.C. | Managing Principal | 1998–2017 | Led early-stage VC transactions in technology and digital media |
| DM Holdings, Inc. / Donnelley Marketing, Inc. | Principal; President & CEO; Director (Donnelley Marketing) | DM Holdings formed 1991; Donnelley Marketing acquired from D&B | Led acquisition; CEO of a leading direct marketing and information services company |
| Diamandis Communications, Inc. | Executive Vice President; Director | 1987–1990 | LBO of CBS Magazines; leading consumer magazine publisher |
| CBS, Inc. (CBS Magazines) | Senior VP, Publishing (1985–1987); prior roles incl. SVP Group Publisher, VP Circulation, VP/GM Special Interest Magazine Group, VP Sales & Marketing Fawcett Books | ~1977–1987 | Direct responsibility for 10 magazines; broad operating leadership |
| Chesebrough Ponds, Inc. | Various positions | 1972–1977 | Early career roles |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TVSM, Inc. (private media) | Director | 1992–1998 | Private company board service |
| Public company boards (current) | — | — | No current external public company directorships disclosed in the proxy biography |
Board Governance
| Attribute | Detail |
|---|---|
| Board status | Independent director (Nasdaq independence) |
| Committees | Audit Committee (member); Nominating & Governance Committee (Chair) |
| Financial expert | Qualifies as an “audit committee financial expert” under SEC rules |
| Class/Term | Class II; re-elected at 2025 annual meeting; term to 2028 |
| Meeting attendance | In 2024, the board met 11x; audit 4x; comp 5x; nom/gov 8x. Each director attended at least 75% of meetings of the board and committees on which they served |
| Board structure | Nine directors; independent Chairman (Paul Caine) |
| Classified board | Board is classified (staggered three-year terms) |
| Shareholder vote (2025) | Spillane FOR 100,281,948; AGAINST 5,855,923; ABSTAIN 94,486; Broker non-votes 20,025,828 |
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Fees Earned or Paid in Cash | $79,500 |
| Notes on fee schedule | Standard annual cash retainers: Board member $50,000; Audit Chair $24,000; Comp Chair $15,000; N&G Chair $10,000; Audit member $12,000; Comp member $7,500; N&G member $5,000; Board Chairman $75,000; Lead Independent Director $15,000 |
Performance Compensation
| Equity Element (2024) | Detail |
|---|---|
| Annual RSU award (grant) | 14,061 RSUs granted June 12, 2024 to each then-serving non-employee director |
| Grant-date fair value | $194,885 (ASC 718) |
| Vesting | Annual director RSUs vest on the first anniversary of grant, or earlier upon (1) change in control (immediately prior thereto) or (2) the first regular annual meeting in the following year; pro-rata vesting on separation other than removal for cause |
| Initial director equity (policy) | $375,000 value for newly appointed directors (3-year ratable vest); annual awards $170,000 value; RSU count based on 20-day trailing average stock price |
| Options granted in 2024 | None (for non-employee directors) |
No performance metrics apply to non-employee director equity; awards are time-based RSUs designed for alignment and retention.
Other Directorships & Interlocks
- Compensation Committee interlocks: Company disclosed no interlocking relationships during 2024 among its board/comp committee and those of other companies. Spillane did not serve on the compensation committee.
Expertise & Qualifications
- Publishing and advertising industry expertise; significant operating and M&A experience from executive roles at CBS, Diamandis, and Donnelley Marketing.
- Capital markets and governance oversight experience; designated audit committee financial expert.
Equity Ownership
| Ownership Element | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (common) | 114,759 shares; <1% of outstanding | As of April 7, 2025; company had 141,376,139 shares outstanding |
| Unvested RSUs | 14,061 | As of Dec 31, 2024 (2024 annual grant) |
| Stock options outstanding | 44,108 | As of Dec 31, 2024 |
| Hedging/pledging | Prohibited for directors by policy (hedging, pledging, short sales, derivatives) | Alignment safeguard |
| Director ownership guidelines | Minimum retained equity equal to 5x base board cash compensation, measured March 31 after 5th anniversary and annually thereafter | Sales restrictions apply if below guideline |
Related Party and Conflicts Check
- Related-party transactions (2024): Company disclosed transactions only with a >5% holder’s affiliates (RTL Group) monetizing ~$515,000 in inventory via the platform; no director-related transactions were identified. Audit committee oversees related-person transactions under a written policy.
Say-on-Pay & Shareholder Sentiment (context)
- 2025 say-on-pay advisory vote: FOR 89,783,997; AGAINST 16,384,488; ABSTAIN 63,872; broker non-votes 20,025,828 (approved). While NEO-focused, the favorable outcome signals general investor support for the company’s pay practices and governance.
Governance Assessment
- Strengths: Independent director; Chair of Nominating & Governance; Audit Committee member and SEC-defined financial expert; consistent attendance; equity-heavy director compensation with prohibitions on hedging/pledging; robust ownership guideline (5x base cash retainer); no related-party transactions involving directors disclosed.
- Shareholder support: Re-elected in 2025 with ~100.3M FOR vs ~5.9M AGAINST; say-on-pay also approved, indicating broader investor confidence.
- Considerations: Long tenure since 2014 within a classified board structure may prompt periodic independence and refreshment review, a common governance scrutiny point for investors despite committee leadership and expertise. Board is classified; independent chair structure in place.