Amar Goel
About Amar Goel
Founder of PubMatic; Chairman of the Board since 2006; currently Chief Innovation Officer (part-time) since February 2021; age 48; A.B. in Economics and M.S. in Computer Science from Harvard University; previously served as PubMatic CEO (2006–2008) . In 2024, PubMatic delivered revenue of $291.3M (+9% YoY), gross profit of $190.2M (65% margin, +250 bps), processed ~263T impressions (+25% YoY), and reported net income of $13M; since IPO, a $100 investment in PUBM would be worth $50 as of 2024 year-end . Governance context: the CEO (Rajeev Goel) and Chairman (Amar Goel) are brothers; six of eight directors are independent, and all committees are independent .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| PubMatic | Founder; Chairman of the Board | 2006–present | Founder oversight; long-tenured Chair shaping strategy and governance . |
| PubMatic | Chief Innovation Officer (part-time) | Feb 2021–present | Focus on innovation; reduced time commitment reflected in 2024 salary reset . |
| PubMatic | Chief Executive Officer | 2006–2008 | Early company leadership; transition to current CEO in 2008 . |
External Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Kredivo Holdings | Director | Mar 2021–present | Fintech board exposure in SE Asia . |
| Bito Inc. | Co-founder & CEO | Since May 2021 | Developer collaboration tools; active operating role alongside PUBM (part-time at PUBM) . |
| RevX, Inc. | Chairman of the Board | 2015–2018 | Asia-focused mobile advertising; sector adjacency . |
| Komli Media, Inc. | Founder; CEO; Chairman | 2006–2011; CEO again Dec 2013–Sep 2015 | Asia-focused digital media platform spun out of PubMatic; regional ad-tech expertise . |
| Microsoft | Sales roles | 2003–2006 | Enterprise sales foundation . |
| McKinsey & Co. | Consultant | 2000–2003 | Strategy toolkit . |
| Chipshot.com | Co-founder, President & CEO | 1995–2000 | Early e-commerce operating experience . |
Board Service & Governance
- Chairman of the Board since 2006; not independent; brother of CEO Rajeev Goel; Board is majority independent (6 of 8) and all Audit, Compensation, and Nominating & Governance Committee members are independent .
- Committees: Not a member of Audit, Compensation, or Nominating & Governance Committees (all independent membership; committee chairs: Audit—Shelagh Glaser; Compensation—Nick Mehta; Nominating—Susan Daimler) .
- Executive sessions of independent directors are held at each regular meeting (without management, including the CEO and Chairman) .
- 2024 attendance: no director attended fewer than 75% of Board/committee meetings (Board 4, Audit 4, Compensation 7, Nominating 4) .
- As an executive officer, he receives no additional director compensation under the non-employee director policy .
Fixed Compensation
| Year | Base Salary ($) | Notes |
|---|---|---|
| 2023 | 285,000 | |
| 2024 | 200,000 | Reduced to reflect part-time CIO role . |
Performance Compensation
2024 Annual Cash Incentive (Executive Bonus Plan)
| Metric | Structure/Weighting | Threshold | Target | Actual | Payout impact |
|---|---|---|---|---|---|
| Revenue (H1 2024) | Baseline funding = (Actual/Target)^2 | 102.4 | 128.0 | 134.0 | Drives baseline payout . |
| Adj. Pre-Tax Net Income (H1) | Modifier | — | 7.1 | 18.5 | +$0.03 per $ over/under target (per $ of target) . |
| Revenue (H2 2024) | Baseline funding = (Actual/Target)^2 | 125.6 | 157.0 | 157.3 | Drives baseline payout . |
| Adj. Pre-Tax Net Income (H2) | Modifier | — | 31.4 | 37.0 | +$0.03 per $ over/under target (per $ of target) . |
| Committee discretion | Downward adjustment | — | — | — | -8% due to relative revenue growth vs peers . |
| Executive | 2024 Target Bonus (% of Salary) | 2024 Target ($) | Pre-adjustment Achievement (% of target) | Final Payout (% of target) | 2024 Bonus Paid ($) |
|---|---|---|---|---|---|
| Amar K. Goel | 72% | 144,000 | 126% | 116% | 167,002 |
Notes: For 2024, Company performance resulted in ~126% funding before the Committee’s -8% discretion; Amar’s final payout was 116% of target ($167,002) .
2024 Equity Awards (granted Jan 26, 2024)
| Element | Target Grant Value ($) | Options (#) | Option Exercise Price ($) | RSUs (#) | Vesting |
|---|---|---|---|---|---|
| Annual grant (Amar) | 1,350,000 | 66,700 | 15.38 | 66,700 | Options vest 1/48 monthly; RSUs vest 1/16 quarterly (starting Apr 1 of grant year) . |
Approximate cadence: 66,700 RSUs vest 1/16 per quarter (~4,169 shares/quarter); 66,700 options vest 1/48 per month (~1,389/month), subject to continued service .
Multi-Year Summary Compensation (Amar Goel)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 266,000 | 1,257,886 | 427,269 | 195,060 | 2,146,215 |
| 2023 | 285,000 | 497,903 | 2,525,696 | 276,916 | 3,585,515 |
| 2024 | 200,000 | 854,709 | 1,354,255 | 167,002 | 2,575,966 |
Equity Ownership & Alignment
Beneficial Ownership (as of Apr 1, 2025)
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | % Total Voting Power |
|---|---|---|---|---|---|
| Amar K. Goel | 341,535 | <1% | 4,460,956 | 52.5% | 35.9% |
Ownership detail: includes 22,847 Class A shares held directly; 318,688 Class A options exercisable within 60 days; 226,650 Class B options exercisable within 60 days; significant Class B holdings via family trusts and custodial accounts (see footnote (2)) . Dual-class structure: Class B carries 10 votes/share, reinforcing voting control .
Unvested RSUs at 12/31/2024 (Amar)
| Grant Year | Unvested RSUs (#) | Market Value ($) |
|---|---|---|
| 2022 | 14,963 | 219,806 |
| 2023 | 18,269 | 268,372 |
| 2024 | 54,194 | 796,110 |
Vesting schedule for these RSUs: 1/16 vested on April 1 of grant year; 1/16 each quarterly anniversary thereafter, subject to continued service .
Option Awards (selected outstanding as of 12/31/2024 – Amar)
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price ($) | Expiration |
|---|---|---|---|---|
| 05/02/2017 | 6,250 | — | 2.15 | 05/01/2027 |
| 03/14/2018 | 75,400 | — | 3.89 | 03/13/2028 |
| 05/21/2019 | 95,000 | — | 2.97 | 05/20/2029 |
| 07/29/2020 | 50,000 | — | 2.16 | 07/28/2030 |
| 01/29/2021 | 93,492 | 1,989 | 36.25 | 01/28/2031 |
| 02/04/2022 | 22,657 | 8,415 | 26.27 | 02/02/2032 |
| 01/31/2023 | 140,263 | 152,459 | 15.33 | 01/31/2033 |
Option vesting: 1/48 monthly from the month after vesting commencement, subject to continued service .
Policies impacting alignment and selling pressure
- Hedging and pledging prohibited without pre-approval; short sales and other derivative hedges are restricted under the insider trading policy .
- Insider trading policy on file; pre-clearance frameworks apply; Form 4 timeliness: the company notes two late Form 4s for Amar (filed after Jan 30, 2024) in SEC Section 16(a) disclosure .
2024 Exercises/Vesting Activity
| Activity | Shares | Value ($) |
|---|---|---|
| Options exercised (Amar) | 0 | — |
| RSUs vested (Amar) | 36,616 | 693,924 |
Employment Terms
| Topic | Key terms |
|---|---|
| Employment agreement | At-will; offer letter (amended July 15, 2019); two months’ notice to terminate; eligible for annual bonus and standard benefits . |
| Retention agreement | Tier 1 Retention Agreement (Jan 29, 2021); benefits differ for Qualifying Termination vs CIC Qualifying Termination; double-trigger for CIC vesting; COBRA coverage; 12-month post-termination option exercise window . |
Potential Payments if Terminated on 12/31/2024 (Amar)
| Scenario | Cash Severance ($) | Bonus Amounts ($) | Equity Awards ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying Termination | 200,000 | 144,000 | — | 37,475 | 381,475 |
| CIC Qualifying Termination | 200,000 | 288,000 | 1,284,288 | 46,844 | 1,819,132 |
Notes: Tier 1 CIC benefits include 100% of target bonus, pro-rata target bonus, COBRA for 15 months, and full acceleration of unvested equity (time-based) . Company policy explicitly disallows single-trigger CIC payments and tax gross-ups .
Compensation Peer Group and Say-on-Pay
- 2024 peer group (14 companies): A10 Networks, Cerence, Commvault Systems, InterDigital, LiveRamp, Magnite, Progress Software, Qualys, Rapid7, Repay Holdings, Shutterstock, Sprout Social, TechTarget, Upland Software .
- Independent consultant FW Cook engaged; no conflicts found; peer data used as reference point (no fixed percentile targeting) .
- Say-on-Pay approval: 98.3% support in 2024; annual say-on-pay planned .
Performance & Track Record (company-level context)
| Measure | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | 267 | 291.3 |
| Gross Profit ($M) / Margin | — | 190.2 / 65% (+250 bps YoY) |
| Adj. Pre-Tax Net Income ($M) | — | 55.5 (+29.9% YoY) |
| Net Income ($M) | 9 | 13 |
| TSR – $100 invested at IPO (end of year) | $55 | $50 |
Investment Implications
- Alignment and control: Very high “skin in the game” via 4.46M Class B shares (52.5% of Class B), translating to 35.9% total voting power; dual-class control supports long-term strategy but reduces external influence/activism levers .
- Pay for performance with discipline: 2024 bonus funded above target but cut by 8% due to relative revenue underperformance vs peers—indicates Compensation Committee rigor; Say-on-Pay support (98.3%) reduces governance overhang from pay .
- Selling pressure watchlist: Amar’s 2024 RSU grant (66,700) vests evenly at ~4,169 shares per quarter through 2027; unvested RSUs total 87,426 as of 12/31/24—expect steady quarterly supply; 2024 showed zero option exercises by Amar but 36,616 RSUs vested (potential incremental float upon settlement) .
- Retention and transition risk: Part-time executive role (base salary reduced to $200K) combined with outside CEO role (Bito) suggests limited day-to-day operating involvement; however, retention protections (CIC double-trigger with full acceleration) and deep founder equity reduce near-term attrition risk .
- Governance considerations: Non-independent Chair and sibling CEO-Chair dynamic present independence concerns; mitigants include a majority-independent board, independent committees, and executive sessions of independents at each meeting .
- Risk indicators: Company discloses two late Section 16 filings for Amar in 2024—minor process lapse to monitor; hedging/pledging restrictions reduce forced-sale/hedging risk .