Sarah Harden
MAGNITEAbout Sarah P. Harden
Sarah P. Harden (53) is an independent Class I director of Magnite, serving since July 2019. She is CEO of Hello Sunshine (since January 2018; acquired by Blackstone in August 2021) and CEO of Candle Studios since July 2024. Previously, she held senior roles at Otter Media/The Chernin Group (2013–2018). She holds an MBA from Harvard Business School and a B.A. with honors in International Relations from the University of Melbourne .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Otter Media / The Chernin Group | President; EVP | 2013–2018 | Led portfolio strategy; oversaw successful acquisitions/exits (Crunchyroll, Fullscreen, Roosterteeth, McBeard, Stagebloc) |
| ESPN Star Sports (private) | Board Member | N/D (prior) | Director of privately held JV; governance oversight |
| Star China Media (private) | Board Member | N/D (prior) | Director of private media company |
| The Moby Group (private) | Board Member | N/D (prior) | Director of private media group |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hello Sunshine | Chief Executive Officer | Jan 2018–present | Company acquired by Blackstone Aug 2021 |
| Candle Studios | Chief Executive Officer | Jul 2024–present | Media company leadership |
Board Governance
- Independence: Board determined Harden is independent under Nasdaq listing rules; she meets heightened independence standards for compensation committee service .
- Committee assignments (2025 proxy): Compensation Committee member; not Chair .
- Board classification/tenure: Class I director; term runs to the 2027 annual meeting; director since July 2019 .
- Attendance and engagement: In 2024, each director (including Harden) attended at least 75% of aggregate board and committee meetings; board met 11x, Compensation Committee met 5x in 2024. All then-serving directors attended the 2024 annual meeting .
- Board leadership: Independent Chairman (Paul Caine) presides at executive sessions; responsibilities include agenda-setting and facilitating independent director communications .
| Governance Item | Detail |
|---|---|
| Independence | Independent director |
| Committees | Compensation Committee (member) |
| Committee Chair roles | None (Comp Committee Chair: Doug Knopper) |
| Board class/term | Class I; term ends 2027 |
| 2024 attendance | ≥75% of board/committee meetings; Board 11, Comp 5 |
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual board cash retainer | $50,000 | Standard non-employee director retainer |
| Compensation Committee member fee | $7,500 | Member (non-chair) |
| Total cash paid (2024) | $57,500 | Harden’s 2024 “Fees Earned or Paid in Cash” |
Performance Compensation
Directors receive time-based RSUs; Magnite does not grant performance-based equity to directors.
| Equity Grant | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting Terms |
|---|---|---|---|---|
| Annual RSU (2024) | Jun 12, 2024 | 14,061 | $194,885 | Vests on first anniversary of grant; accelerates upon change-in-control or next regular annual meeting; pro-rata vesting on separation except for cause |
Additional alignment mechanisms:
- Director equity retention guideline: 5x base board cash compensation; sales generally restricted until in compliance .
Other Directorships & Interlocks
| Type | Company | Role/Notes |
|---|---|---|
| Private boards (prior) | ESPN-Star Sports | Director (private) |
| Private boards (prior) | Star China Media | Director (private) |
| Private boards (prior) | The Moby Group | Director (private) |
| Compensation committee interlocks | None | No interlocks during 2024; Harden served on Magnite’s Compensation Committee alongside independent members |
Expertise & Qualifications
- Digital media, entertainment, and direct-to-consumer video operating experience; public/private M&A and portfolio exits .
- Board and governance experience across media assets (private boards) .
- Education: MBA, Harvard Business School; B.A., University of Melbourne (Honors) .
- Independent under Nasdaq; eligible for compensation committee under heightened standards .
Equity Ownership
| Metric | Amount |
|---|---|
| Total beneficial ownership | 139,173 shares; under 1% of outstanding |
| RSUs vesting within 60 days of 4/7/2025 | 14,061 units included in beneficial ownership |
| Options outstanding | None listed for Harden (no options in 2024 director table) |
| Hedging/pledging | Prohibited by policy (applies to directors) |
| Director ownership guideline | 5x base board cash compensation (compliance status not individually disclosed) |
Governance Assessment
- Committee effectiveness and independence: Harden serves on the Compensation Committee as an independent director; no interlocks; committee retains an independent consultant (Semler Brossy) and oversees formulaic, at-risk executive pay constructs—supports governance quality .
- Attendance and engagement: 2024 attendance threshold met (≥75%); board and committee workload suggests active oversight (Board 11; Comp 5) .
- Pay-for-performance signals: Equity constitutes majority of director pay; annual RSUs with one-year vest enhance alignment. Director equity retention guideline (5x retainer) reinforces skin-in-the-game .
- Shareholder sentiment: 2024 Say-on-Pay received ~93% support, indicating investor comfort with compensation governance under the committee’s oversight (Harden member) .
- Conflicts/related parties: No related-party transactions disclosed involving Harden; company’s related-person policy channels such items to the Audit Committee; 2024 related-party disclosure limited to RTL Group advertising activity negotiated at arm’s length .
- Risk indicators: Company prohibits hedging and pledging by directors; no director-specific legal proceedings disclosed; board includes an independent chair who presides over executive sessions, enhancing independent oversight .
RED FLAGS: None disclosed specific to Harden (no interlocks, no related-party transactions, hedging/pledging prohibited, attendance threshold met) .