Arne Wolter
About Arne Wolter
Arne Wolter, age 50, is an independent Class II director of Outbrain (OB) who has served on the Board since April 2019. He is Chief Revenue Officer (since April 2024) and previously Chief Sales & Marketing Officer (since September 2021) at Statista; prior roles include Chief Digital Officer at Gruner + Jahr (Bertelsmann) and leadership positions at Ligatus and trnd AG. He holds an MBA from the University of Rhode Island and a joint master’s degree in civil engineering and business administration from Technische Universität Braunschweig. The Board cites his extensive publisher relationships and operational expertise in high-tech as core credentials .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gruner + Jahr (Bertelsmann) | Chief Digital Officer | Oct 2015 – Apr 2021 | Led digital business and transformation |
| Ligatus (G+J subsidiary) | Non-operational Managing Director | Sep 2008 – May 2019 | Leadership role in digital advertising subsidiary |
| trnd AG | Chairman, Supervisory Board | Jul 2014 – Jun 2016 | Board leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Statista | Chief Revenue Officer | Apr 2024 – Present | Data and business intelligence company |
| Statista | Chief Sales & Marketing Officer | Sep 2021 – Apr 2024 | Senior commercial leadership |
Board Governance
- Committee assignments and roles (current): Chair, Nominating & Corporate Governance Committee; Member, Audit Committee .
- Appointment changes: In April 2024, he was appointed to the Audit Committee to fill a vacancy following a director resignation .
- Independence: The Board determined in April 2025 that Mr. Wolter is independent under Nasdaq listing standards; current Audit and Compensation Committee members meet heightened independence standards .
- Meetings and attendance: In 2024, the Board met 15 times; Audit (5), Compensation (6), Nominating (2). All directors then serving attended at least 75% of Board and applicable committee meetings .
- Executive sessions: Independent directors meet in executive session periodically; Board leadership separated Chair (non-independent) and CEO, with a Lead Director selected (2025: Shlomo Dovrat) .
Committee Matrix (current)
| Committee | Role | Since |
|---|---|---|
| Nominating & Corporate Governance | Chair | Current (committee roles as disclosed in 2025 proxy) |
| Audit | Member | Appointed April 2024 |
Fixed Compensation (Director)
| Component | Policy Amount | Arne Wolter 2024 Actual ($) |
|---|---|---|
| Annual cash retainer | $40,000 | 52,667 |
| Audit Committee member retainer | +$10,000 | Included in actual cash |
| Nominating & Corporate Governance Committee Chair retainer | +$3,000 | Included in actual cash |
| Committee meeting fees | Not disclosed/none | — |
Notes: Actual fee paid in 2024 reflects role timing and program application; the proxy reports $52,667 total cash fees for Mr. Wolter in 2024 .
Performance Compensation (Director Equity)
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU (annual grant) | Jun 4, 2024 | 14,999 unvested RSUs outstanding as of Dec 31, 2024 | 91,000 | Vests ratably quarterly over 3 years, subject to service |
Program highlights:
- Upon Board commencement: RSU award valued at $250,000 (capped at 30,000 RSUs), vesting quarterly over 3 years .
- Annual RSU award: $175,000 value (capped at 20,000 RSUs), vesting quarterly over 3 years .
No performance-vested awards are disclosed for non-employee directors; awards are time-based RSUs .
Other Directorships & Interlocks
- Current public company boards (other than Outbrain): None disclosed for Mr. Wolter in the 2025 proxy .
- Interlocks/conflicts: The Board considered relationships for independence; transactional relationships disclosed involved other directors (Unity, DoubleVerify; Altice entities). No related-party transactions or interlocks involving Mr. Wolter were disclosed .
Expertise & Qualifications
- Digital media and publisher ecosystem expertise; operational leadership in high-technology and digital transformation .
- Financial literacy: Serves on the Audit Committee; all members meet financial literacy requirements under SEC/Nasdaq rules .
- Education: MBA (University of Rhode Island); joint master’s in civil engineering and business administration (Technische Universität Braunschweig) .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (3/31/2025) | 32,501 shares; <1% of outstanding (based on 94,293,190 outstanding) |
| Unvested RSUs outstanding (12/31/2024) | 14,999 from 6/4/2024 grant |
| Hedging/short sales policy | Insider Trading Policy restricts hedging/offsetting transactions and short sales by directors |
Governance Assessment
- Independence and roles: Independent director; chairs Nominating & Corporate Governance and serves on Audit—positions with direct influence over board composition, conflicts oversight, and financial reporting risk. Board reaffirmed independence in April 2025 .
- Engagement: Board/committee cadence in 2024 was robust (15 Board; 5 Audit; 2 Nominating), and all directors met the ≥75% attendance threshold—no attendance red flags indicated for Mr. Wolter .
- Pay mix and alignment: Director compensation comprises cash retainers plus time-based RSUs vesting over three years; Mr. Wolter received $52,667 cash and $91,000 equity in 2024, indicating meaningful equity exposure but without performance conditions (typical for NEDs) .
- Ownership and trading: Beneficial ownership of 32,501 shares (<1%); company policy restricts hedging/short sales, supporting alignment and risk control. No pledging disclosures specific to Mr. Wolter in the proxy .
- Conflicts: No related-party transactions disclosed for Mr. Wolter. His committee leadership includes conflicts oversight at the Nominating & Corporate Governance Committee, while overall independence review is conducted by the full Board .
RED FLAGS: None disclosed specific to Mr. Wolter in the 2025 proxy (no attendance shortfalls, no related-party transactions, no option repricing, no hedging/short-sale allowances) .
Data Appendix (Key Citations)
- Director biography, tenure, education, current external roles ; Age and Class II status .
- Committee matrix and updates; Audit Committee responsibilities and composition .
- Independence determination .
- Meetings and attendance .
- Director compensation program and 2024 Director Compensation Table .
- Beneficial ownership table and outstanding shares .
- Insider Trading Policy and hedging restrictions .