Jason Kiviat
About Jason Kiviat
Jason Kiviat, age 37, is Chief Financial Officer of Outbrain Inc., serving since July 2022 after progressively senior roles across Accounting, FP&A, Investor Relations and IPO process management at Outbrain; he is a CPA and holds a B.S. in Accounting from the University of Maryland, with prior experience at KPMG LLP . Outbrain’s annual bonus program for 2024 tied executive payouts to Ex‑TAC Gross Profit and Adjusted EBITDA, with a company performance score of 86.6% (68% in 2023), and Kiviat’s target bonus was 52% of salary in 2024 (50% in 2023) . In April 2025, the Compensation Committee approved a $400,000 discretionary bonus to Kiviat for extraordinary efforts in completing the Teads acquisition and related financings, including a $625M bridge, $100M revolver, and a $637.5M private notes offering used to retire the bridge .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Outbrain Inc. | CFO | Jul 2022–present | Led finance through major M&A financing and capital markets execution (Teads deal) |
| Outbrain Inc. | VP – Investor Relations & FP&A | Aug 2021–Jul 2022 | Investor engagement; FP&A leadership |
| Outbrain Inc. | Sr. Director – FP&A/IPO Process Mgmt | Jan 2021–Sep 2021 | Managed IPO process readiness |
| Outbrain Inc. | Director – FP&A | Apr 2019–Jan 2021 | Built FP&A capabilities |
| Outbrain Inc. | Sr. Manager – FP&A | Mar 2018–Mar 2019 | FP&A leadership |
| Outbrain Inc. | Sr. Manager – Accounting & Operations | Mar 2016–Mar 2018 | Scaled accounting ops |
| Outbrain Inc. | Accounting Manager – Global Revenue | Dec 2013–Mar 2016 | Revenue accounting processes |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| KPMG LLP | Audit/Accounting (CPA) | Prior to Dec 2013 | Public-company audit experience and CPA credentials |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $330,000 | $345,000 |
| All Other Compensation ($) | $4,187 (401(k) match) | $3,523 (401(k) match) |
Performance Compensation
- Annual cash bonus structure (2024): Target 52% of base salary, with 80% tied to financial metrics (Ex‑TAC Gross Profit, Adjusted EBITDA) and 20% tied to qualitative metrics; company performance score was 86.6% .
- Annual cash bonus structure (2023): Target 50% of base salary, 60% financial / 40% qualitative; company performance score 68% .
- One-time discretionary bonus (Apr 2025): $400,000 for Teads acquisition/completion and financing execution .
| Component | 2023 | 2024 |
|---|---|---|
| Target Bonus % of Salary | 50% | 52% |
| Target Bonus $ (calc) | $165,000 (50% × $330,000) | $179,400 (52% × $345,000) |
| Actual Non-Equity Incentive Plan Compensation ($) | $131,670 | $160,154 |
| Stock Awards ($, grant-date fair value) | $265,100 | $330,616 |
| One-time Discretionary Bonus ($) | — | $400,000 (Apr 2025) |
Detailed bonus metrics and payout mechanics (2024):
| Metric | Weighting | Target | Actual/Score | Payout Impact | Vesting |
|---|---|---|---|---|---|
| Ex‑TAC Gross Profit | 80% of fin. component | Not disclosed | Included in 86.6% score | Reflected in $160,154 payout | N/A (cash) |
| Adjusted EBITDA | 20% of fin. component | Not disclosed | Included in 86.6% score | Reflected in $160,154 payout | N/A (cash) |
| Personal qualitative | 20% of total | Not disclosed | Not disclosed | Reflected in payout | N/A |
PSU program (2024 grants): Market-based PSUs vest only upon stock price targets achieved for 20 days in a consecutive 30-day period, with quarterly service-based vesting over 12 quarters; in March 2025, the $6.20 stock price target was achieved, triggering a partial release of PSUs where service conditions were met .
Equity Ownership & Alignment
| Ownership Measure | Value |
|---|---|
| Shares beneficially owned | 101,673 (93,144 common + 8,529 options exercisable within 60 days) |
| Ownership as % of shares outstanding | ~0.11% (101,673 / 94,293,190) based on March 31, 2025 outstanding shares |
| Options (exercisable within 60 days) | 8,529 (2,647 @ $8.26 exp. 4/15/2026; 5,882 @ $7.34 exp. 6/07/2027) |
| Unvested RSUs outstanding (by grant) | 2,812 of 9,000 (4/19/2022); 37,500 of 100,000 (7/24/2022); 30,937 of 55,000 (6/5/2023); 42,000 of 56,000 (6/4/2024) |
| Unvested PSUs outstanding | 24,000 (6/4/2024; market-based stock price targets; partial release after $6.20 target met in Mar 2025) |
| RSU vesting schedule | Quarterly over 16 quarters (4 years) |
| PSU vesting schedule | Quarterly service vesting over 12 quarters; payout contingent on stock price targets |
| Hedging/short sales policy | Prohibited; pre‑clearance required and blackout periods enforced via Insider Trading Policy |
| Pledging | No pledging disclosed for Kiviat; pledge note applies to Y. Galai, not Kiviat |
Employment Terms
| Term | Detail |
|---|---|
| Employment agreement | Amended & restated Nov 2024; CFO since Jul 2022 |
| Base salary | $345,000 (subject to increase) |
| Target bonus | 52% of base (Comp Committee discretion to increase) |
| Severance (no change in control) | 1× base salary; pro‑rata target bonus (60 days post-termination); 6 months subsidized COBRA; release required |
| Change in control window | Qualifying termination if 3 months prior to CIC through 12 months post‑CIC |
| Severance (CIC double trigger) | 1× base + target bonus; pro‑rata target bonus; 6 months subsidized COBRA; full vesting of all equity awards |
| Notice periods | 6 months’ notice by both company and executive for terminations without cause/good reason |
| Restrictive covenants | 9‑month non‑compete; 12‑month non‑solicit of employees and customers; ongoing confidentiality |
| Clawback | Dodd‑Frank/Nasdaq‑compliant clawback adopted Nov 2023 (mandatory recovery on restatement; discretionary recovery for misconduct) |
| Equity award treatment | Outside CIC: unvested RSUs/PSUs forfeited; CIC: double‑trigger acceleration as described above |
Compensation Structure Analysis
- Mix shift and alignment: Since 2021, annual equity grants have primarily been RSUs; in 2024 the program added market‑based PSUs tied to stock price targets, increasing at‑risk pay and market alignment . No option grants to NEOs since 2020; no option repricing policy disclosed .
- Performance rigor: Annual cash bonus metrics focused on Ex‑TAC Gross Profit and Adjusted EBITDA; company score 86.6% in 2024 (68% in 2023) . PSUs require sustained stock price thresholds over multi‑day windows, with partial release confirmed at $6.20 in Q1 2025 .
- One‑time awards: Discretionary bonuses in Apr 2025 for completing Teads acquisition financing (Kiviat $400,000) reflect reward for transaction execution rather than recurring pay .
Say‑On‑Pay & Governance Signals
- Emerging Growth Company status: Reduced executive compensation disclosures and no advisory say‑on‑pay vote required while EGC; expected to cease EGC as of Dec 31, 2025 based on anticipated revenue .
- Insider Trading and Hedging: Robust policy prohibiting hedging and short sales; pre‑clearance and blackout periods in place, reducing opportunistic trading risk .
- Compensation Committee independence and oversight: Independent committee chaired by Nithya Das; mandates include CEO/exec comp setting, succession planning, and clawback administration .
Investment Implications
- Alignment: High proportion of at‑risk equity with market‑based PSUs and quarterly RSU vesting aligns Kiviat’s incentives with share price and profitability (Ex‑TAC GP/Adj. EBITDA), with clawback protection and anti‑hedging rules strengthening alignment .
- Retention and turnover risk: Six‑month mutual notice, moderate severance (1× base; 1× base+target in CIC) and multi‑year vesting support retention; PSU design requires sustained price targets, encouraging long‑term performance .
- Trading signals and overhang: Quarterly RSU/PSU service vesting and confirmed $6.20 PSU price milestone in Mar 2025 imply ongoing scheduled releases; Insider Trading Policy pre‑clearance and blackout windows apply. No pledging disclosed for Kiviat, reducing forced‑sale risk .
- Execution track record: $400,000 discretionary bonus tied to closing Teads acquisition and financings signals board recognition of capital markets execution by the CFO; financing specifics (bridge, revolver, private notes) support near‑term operational integration and liquidity .