Sean Buckley
MAGNITEAbout Sean Buckley
Sean Buckley (age 37) is President, Revenue at Magnite (MGNI), appointed effective January 1, 2025; previously Chief Revenue Officer (Jan 2022–Dec 2024) and Chief Revenue Officer, CTV (May 2021–Dec 2021). He earlier held senior revenue and operations roles at SpotX and holds a B.S. in Business Administration from Northeastern University . Magnite delivered record revenue of $668.2M (+7.8% y/y) and record Adjusted EBITDA of $196.9M in 2024, with Contribution ex‑TAC up 10.5%, anchoring executive incentives to business performance; NEO PSUs are tied to TSR and share-price targets across one-, two-, and three-year periods .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Magnite | President, Revenue | Jan 2025–present | Executive leadership over revenue |
| Magnite | Chief Revenue Officer | Jan 2022–Dec 2024 | Company-wide revenue leadership |
| Magnite | Chief Revenue Officer, CTV | May 2021–Dec 2021 | CTV revenue leadership |
| SpotX, Inc. | Chief Operating Officer | Jan 2020–Jun 2021 | Operations leadership |
| SpotX, Inc. | Chief Revenue Officer | Jan 2017–Jan 2020 | Global revenue leadership |
| SpotX, Inc. | SVP, Global Revenue | Jul 2014–Jan 2017 | Global revenue leadership |
| SpotX, Inc. | VP, Platform | Jun 2013–Jul 2014 | Platform leadership |
External Roles
No external directorships or public company board roles disclosed for Sean Buckley in the latest proxy .
Fixed Compensation
Salary and Target Bonus
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $550,000 | $572,500 | $572,500 |
| Target Bonus (% of Salary) | — | 100% | 100% |
| Actual Annual Incentive Paid ($) | $380,655 (NEIP) | $475,977 (NEIP) | $619,617 |
Notes:
- 2022 Bonus ($876,126) column included a transaction bonus related to SpotX acquisition and an adjustment to the annual incentive program payout; this is separate from NEIP amounts above .
Reported Grant-Date Fair Values (Equity)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Stock Awards ($) | $1,682,234 | $2,181,704 | $1,905,910 |
| Option Awards ($) | $769,117 | — | — |
Performance Compensation
2024 Annual Bonus Metrics and Outcome
| Performance Goal | Weight | Threshold | Target (100%) | Max (150%) | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| CTV Contribution ex‑TAC | 35% | $201.6M (50%) | $252.0M | $264.6M | $260.2M | 108.23% overall |
| DV+ Contribution ex‑TAC | 35% | $286.2M (50%) | $357.7M | $375.6M | $346.8M | 108.23% overall |
| Adjusted EBITDA less Capex | 30% | $105.9M (40%) | $151.2M | $181.5M | $144.6M | 108.23% overall |
- 2024 bonus paid to Buckley: $619,617 (108.23% of $572,500 target) .
- Equity mix: NEO grants are 70% RSUs / 30% PSUs; CEO is 30% RSUs / 20% Options / 50% PSUs .
2024 Equity Grants (Counts and Valuation)
| Grant Date | RSUs (#) | RSUs Fair Value ($) | PSUs Target (#) | PSUs Fair Value ($) |
|---|---|---|---|---|
| Jan 2, 2024 | 142,276 | $1,308,939 | 50,752 | $596,971 |
PSU Achievement References
- For the Jan 1, 2023 PSU grant, performance was tracking at 136.68% through Dec 31, 2024; under involuntary termination (without cause/good reason) awards are prorated, implying 46,245 shares for Buckley as of 12/31/24; under CIC termination, shares earned based on TSR to CIC would be 69,368 (2023 grant) and 76,128 (2024 grant at 150%) .
Equity Ownership & Alignment
Beneficial Ownership (as of April 7, 2025)
| Shares Owned | Percent of Outstanding |
|---|---|
| 185,797 | <1% |
Total shares outstanding used for calculation: 141,376,139 .
Outstanding Equity Awards (as of Dec 31, 2024)
| Type | Grant Date | Status | Count (#) | Value ($) or Terms |
|---|---|---|---|---|
| Options | 2/1/22 | Exercisable | 60,993 | $13.90 strike; exp. 2/1/32 |
| Options | 2/1/22 | Unexercisable | 25,115 | $13.90 strike; exp. 2/1/32 |
| Options | 6/1/21 | Exercisable | 39,226 | $30.93 strike; exp. 6/1/31; vests 25% on 5/15/22, remainder monthly over 36 months |
| Options | 6/1/21 | Unexercisable | 4,562 | $30.93 strike; exp. 6/1/31 |
| RSUs | 1/2/24 | Unvested | 142,276 | $2,265,034 MV at $15.92 |
| RSUs | 1/1/23 | Unvested | 77,067 | $1,226,907 MV |
| RSUs | 2/1/22 | Unvested | 37,820 | $602,094 MV |
| RSUs | 6/1/21 | Unvested | 7,352 | $117,044 MV |
| PSUs | 1/2/24 | Outstanding (unearned) | 76,128 | $1,211,958 (market/payout value) |
| PSUs | 1/1/23 | Outstanding (unearned) | 76,128 | $1,211,958 (market/payout value) |
- Stock vested in 2024: 110,177 shares; value realized $1,253,122 (gross) .
RSU Vesting Schedules (forward cadence)
| Award (Footnote) | Vesting Timeline |
|---|---|
| (19) RSUs | 38,533 on Feb 15, 2025; 8,892 on each May 15, Aug 15, Nov 15, and Feb 15 thereafter until Nov 15, 2027; 5,931 on Feb 15, 2028 |
| (20) RSUs | 8,892 on each Feb 15, May 15, Aug 15, Nov 15 until Nov 15, 2026; 5,931 on Feb 15, 2027 |
| (21) RSUs | 7,564 on each Feb 15, May 15, Aug 15, Nov 15 until Feb 15, 2026 |
| (22) RSUs | 3,678 on Feb 15, 2025 and 3,674 on May 15, 2025 |
Ownership Policies and Alignment
- Stock ownership guidelines: NEOs must hold equity equal to 2x base salary; assessed starting the first March 31 after the fifth anniversary of NEO status, with sale restrictions if under minimum; counts include unvested time‑based RSUs .
- Hedging and pledging: Prohibited for directors/officers under Insider Trading Policy (no hedging, short sales, or pledging) .
- Option repricing/cash buyouts: Prohibited without shareholder approval .
Employment Terms
Severance Agreements (updated April 2023)
- If terminated without cause/for good reason (no CIC): Buckley receives 12 months base-salary continuation, full target bonus plus pro‑rata annual bonus for year of termination (net of amounts paid), 12 months health coverage, and 12 months acceleration of time‑based equity .
- If terminated without cause/for good reason in connection with or following CIC: increases include (for Buckley) full acceleration of all time‑based equity; cash severance equals 12 months base salary + target bonus; health coverage continuation . No single-trigger CIC benefits; payouts conditioned on release and restrictive covenants (indefinite confidentiality; one‑year employee non‑solicit) and potential 280G cutback .
Severance Values (as of Dec 31, 2024)
| Scenario | Cash Severance ($) | Bonus ($) | Health ($) | Accelerated Equity ($) | Total ($) |
|---|---|---|---|---|---|
| No CIC | $1,145,000 | $572,500 | $27,755 | $2,982,794 | $4,728,049 |
| With CIC | $1,145,000 | $572,500 | $27,755 | $6,578,107 | $8,323,362 |
Clawback
- Recoupment policy (effective Oct 2, 2023): Company will recover incentive compensation based on financial reporting measures/stock price/TSR if a restatement occurs, as required under Rule 10D‑1 .
Compensation Peer Group and Governance
- 2024 compensation peer group includes: Digital Turbine, DoubleVerify, PubMatic, Integral Ad Science, LiveRamp, TechTarget, MediaAlpha, EverQuote, SPS Commerce, Zeta Global, Blackline, Cardlytics, LivePerson, New Relic, QuinStreet, Upland Software, fuboTV .
- Compensation Committee: Doug Knopper (Chair), David Pearson, Sarah P. Harden, James Rossman . Independent consultant: Semler Brossy advises the compensation committee .
- Say‑on‑pay: ~93% approval at 2024 annual meeting; no changes made in direct response to vote .
- “What We Don’t Do”: No single‑trigger CIC benefits; no tax gross‑ups; no option repricings; no hedging/pledging .
Performance & Track Record Signals
- Strategic engagement with agencies/SPO: In Q3 2025 call commentary, Buckley highlighted agency data product integrations and deepening supply‑side collaboration, supporting Magnite’s role amid agency/DSP market shifts .
- 2024 operational outcomes used for pay‑for‑performance: DV+ and CTV Contribution ex‑TAC objectives and Adjusted EBITDA less capex drove 108.23% bonus payouts, indicating alignment with business execution .
Investment Implications
- Pay-for-performance alignment: Buckley’s cash incentive is tied to revenue quality metrics (CTV/DV+ Contribution ex‑TAC) and profitability (Adjusted EBITDA less capex), with PSU design tied to TSR/share‑price outcomes across multiple performance horizons—supportive of shareholder alignment .
- Retention risk and selling pressure: Dense RSU vesting cadence on Feb/May/Aug/Nov through 2026–2028 plus significant 2024 vesting (110,177 shares) suggests regular share releases; insider selling propensity should be monitored around these dates and trading windows, subject to company insider-trading policy .
- Change-of-control economics: Double-trigger CIC provides full acceleration of time-based equity and meaningful PSU earning potential under TSR metrics; CIC package totals ~$8.32M at 12/31/24 pricing for Buckley, highlighting potential deal‑related supply effects if triggered .
- Governance safeguards: Prohibitions on hedging/pledging and option repricing, clawback policy, and ownership guidelines (2x salary for NEOs) mitigate alignment risks; no tax gross‑ups is shareholder‑friendly .
- Benchmarking and dilution discipline: 2024 equity grant values were reduced ~13% for Buckley considering peers, SBC expense, stock price, and dilution, indicating committee sensitivity to investor concerns .