Mark Zagorski
About Mark Zagorski
Independent director of Outbrain Inc. since April 2024; age 56; standing for re‑election as a Class I director for a term through the 2028 annual meeting . He is CEO and a director of DoubleVerify Holdings, Inc. (NYSE: DV) since July 2020, with 20+ years in digital advertising leadership; he holds an MBA (University of Rochester Simon School) and a B.S. in Finance (Gannon University) and has an honorary Doctorate of Humane Letters from Gannon . The Board determined he is independent under Nasdaq standards, explicitly considering transactional relationships between Outbrain and DoubleVerify (where he is an executive) and concluding no impairment of independence .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| DoubleVerify Holdings (NYSE: DV) | Chief Executive Officer and Director | Jul 2020–present | Leads software platform for digital media measurement; brings media quality/brand suitability expertise to OB board selection rationale . |
| Telaria (NYSE: TLRA) | Chief Executive Officer | Jul 2017–Apr 2020 | Led CTV/Programmatic ad platform prior to merger . |
| Rubicon Project (now Magnite, Nasdaq: MGNI) | President & Chief Operating Officer | Post‑merger through Jun 2020 | Post‑merger integration leadership . |
| eXelate | Chief Executive Officer | Dec 2010–Mar 2015 | Data platform; sold to Nielsen in 2015 . |
| Nielsen Marketing Cloud | EVP, managed eXelate business | 2015–Jun 2017 | Scaled post‑acquisition operations . |
| MediaSpan; WorldNow; Modem Media | Management roles | Prior periods | Early operating roles in digital media/adtech . |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| DoubleVerify Holdings (NYSE: DV) | CEO and Director | 2020 | Current public company leadership/board seat . |
Board Governance
- Board structure: Classified board; OB board has 10 directors (8 independent) across three classes; Zagorski is a Class I nominee .
- Independence: Board affirmatively determined Zagorski is independent; considered Outbrain–DoubleVerify transactional relationships and found them immaterial to independence .
- Committees: Member, Nominating and Corporate Governance Committee (chair: Arne Wolter). Not on Audit or Compensation committees .
- Attendance: Board met 15 times in 2024; 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: Chair is co‑founder Yaron Galai; Lead Independent Director is Shlomo Dovrat (selected in 2025) .
| Committee | Role | Notes |
|---|---|---|
| Nominating & Corporate Governance | Member | Oversees board composition, governance, sustainability; reviews/approves conflicts of interest . |
Fixed Compensation
| Year | Fees Paid in Cash ($) | Notes |
|---|---|---|
| 2024 | 28,667 | Prorated cash retainer for partial year service (joined April 2024) . |
Director compensation program (non‑employee):
- Annual cash retainer $40,000; Board Chair retainer $80,000 (in lieu of $40k) .
- Committee retainers: Audit member $10,000; Audit Chair +$10,000; Compensation member $7,500; Compensation Chair +$7,500; Nominating/Governance member $3,000; Chair +$3,000 .
Performance Compensation
| Grant Type | Grant Date | Grant Value/Units | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSU (initial/new director) | Apr 25, 2024 | $122,100 fair value | Quarterly over 3 years | None; time‑based only . |
| RSU (program parameters) | Upon board commencement | $250,000 (capped at 30,000 RSUs) | Quarterly over 3 years | None; time‑based only . |
| RSU (annual) | Annual | $175,000 (capped at 20,000 RSUs) | Quarterly over 3 years | None; time‑based only . |
Notes:
- As of Dec 31, 2024, Zagorski had 22,500 unvested RSUs outstanding from the Apr 25, 2024 grant; other non‑employee directors from June 4, 2024 grants each had 14,999 unvested RSUs .
- Director equity awards are time‑based RSUs; no director‑level options or PSUs disclosed .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Commentary |
|---|---|---|
| DoubleVerify (NYSE: DV) | CEO and Director | Board explicitly evaluated Outbrain’s transactional relationships with DoubleVerify and concluded Zagorski remains independent under Nasdaq rules; transactions described as immaterial and arm’s length in independence review context . |
Expertise & Qualifications
- Digital advertising and martech/operator: CEO roles at DoubleVerify, Telaria; senior roles at Magnite (Rubicon) and Nielsen Marketing Cloud .
- Measurement and media quality expertise: Board cited his technology/operational experience and track record with advertisers/brand suitability as selection rationale .
- Education: MBA (University of Rochester, Simon School); B.S. Finance (Gannon University); honorary Doctorate of Humane Letters (Gannon) .
Equity Ownership
| Data Point | Amount | As‑of Date | Notes |
|---|---|---|---|
| Common shares beneficially owned | 10,000 | Mar 31, 2025 | Direct ownership . |
| Ownership % of outstanding shares | ~0.01% | Mar 31, 2025 | 10,000 / 94,293,190 shares outstanding . |
| Unvested RSUs outstanding | 22,500 | Dec 31, 2024 | From Apr 25, 2024 grant; vests quarterly over 3 years . |
| Pledged shares | None disclosed | Mar 31, 2025 | Pledging noted for another director (Galai) but not for Zagorski . |
| Hedging/short sales policy | Prohibited | Policy current | Insider Trading Policy restricts hedging, derivatives, short sales, and short‑term trading by directors . |
Governance Assessment
- Independence and conflicts: The Board’s independence review explicitly considered Outbrain’s transactions with DoubleVerify (where Zagorski is CEO) and maintained his independent status, reducing perceived conflicts but signaling the need for ongoing monitoring of any DV‑OB dealings by Audit/Nominating committees .
- Committee fit: Placement on Nominating & Corporate Governance aligns with his operator background and industry network; committee oversees board independence, conflicts, and sustainability, directly tied to investor confidence in governance quality .
- Engagement: Board met 15 times in 2024; all directors met at least 75% attendance, indicating baseline engagement during his first year on the board .
- Pay and alignment: 2024 director pay skewed to equity via time‑based RSUs (no options), aligning director incentives with shareholder value over a multi‑year period; cash component was prorated given mid‑year appointment .
- Policies: Robust insider trading/hedging restrictions are shareholder‑friendly; absence of a disclosed company‑wide pledging prohibition (and presence of pledged shares by another director) is a governance watch‑item, though no pledging is disclosed for Zagorski .
RED FLAGS and Watch Items
- Related‑party exposure: While deemed independent, the existence of OB–DV transactional relationships elevates conflict‑of‑interest sensitivity; ensure continued committee‑level oversight under the Related Person Transaction Policy .
- Pledging policy gap: Company bans hedging/short sales but does not disclose a blanket ban on pledging; another director (Galai) has pledged shares, though no such pledging is disclosed for Zagorski .
Notes on Disclosure Gaps
- Director‑specific ownership guidelines and compliance status are not disclosed in the proxy; hedging restrictions are disclosed, but no explicit company‑wide ban on pledging is stated .
- Insider trading activity (Form 4) is not presented in the proxy; the company reports Section 16 compliance for 2024 (no delinquencies) . I can retrieve recent Form 4 filings for Zagorski upon request.