Andrew Woods
About Andrew Woods
Andrew Woods is General Counsel and Corporate Secretary at PubMatic, Inc., serving since August 2022; he oversees global privacy, corporate, commercial, intellectual property and broader legal affairs. He is 41 years old as of March 31, 2025, holds a J.D. from Harvard University and a B.A. in History from UCLA, and previously held legal leadership roles at Twitter and Turn, co‑founded a data analytics firm, and practiced transnational litigation at a boutique firm . Company performance during his tenure has shown revenue growth to $291.3M in 2024 (+9% YoY) with adjusted pre-tax net income of $55.5M, and company TSR since listing moved from $100 baseline to $50 in 2024 (peer TSR at $176), indicating mixed stock returns despite improving fundamentals .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Director & Associate General Counsel | Mar 2015 – Aug 2022 | Led legal support across corporate, commercial, and product counsel functions . | |
| Turn (DSP) | Corporate Counsel | Nov 2013 – Mar 2015 | Supported commercial and product agreements in adtech . |
| Skill‑in‑Games (data analytics) | General Counsel & Co‑founder | Apr 2012 – Jun 2013 | Built legal function and governance for startup . |
| Boutique law firm | Associate | Sep 2008 – Oct 2011 | Focused on transnational litigation . |
| Harvard College | Teaching Fellow (Economics) | Not disclosed | Academic teaching experience prior to law practice . |
External Roles
No public company board roles or external committee positions disclosed for Mr. Woods .
Fixed Compensation
Not disclosed for Mr. Woods in PubMatic’s proxy. Executive compensation tables cover NEOs (CEO, CIO, CFO, President Engineering, Chief Growth Officer) and do not include the General Counsel .
Performance Compensation
Not disclosed for Mr. Woods. PubMatic’s executive bonus framework for NEOs is based on two measurable financial metrics (Revenue and Adjusted Pre‑Tax Net Income) with semi‑annual targets and formulaic funding; the Compensation Committee applied an 8% discretionary reduction to 2024 payouts due to peer-relative revenue growth .
| Metric | H1 2024 Target | H1 2024 Actual | H1 Achievement | H2 2024 Target | H2 2024 Actual | H2 Achievement |
|---|---|---|---|---|---|---|
| Revenue ($USD Millions) | $128.0 | $134.0 | 138.2% baseline funding via square rule | $157.0 | $157.3 | 114.0% baseline funding via square rule |
| Adjusted Pre‑Tax Net Income ($USD Millions) | $7.1 | $18.5 | +$0.03 modifier per dollar | $31.4 | $37.0 | +$0.03 modifier per dollar |
Notes:
- Executive bonus metrics list: Revenue and Adjusted Pre‑Tax Net Income .
- 2024 company results: Revenue $291.3M (+9% YoY); adjusted pre‑tax net income $55.5M (+29.9% YoY) .
Equity Ownership & Alignment
- Beneficial ownership for Mr. Woods is not itemized in the proxy tables (directors and NEOs only) –.
- Hedging and pledging of company stock are prohibited for employees, officers, and directors without specific pre‑approval; short sales, margin accounts, and hedging instruments (collars, swaps, exchange funds) are restricted under the Insider Trading Policy .
- Company maintains a clawback policy compliant with SEC/Nasdaq for incentive-based compensation recovery following restatements .
Employment Terms
- Role: General Counsel and Corporate Secretary; designated as company proxy signatory for annual meeting materials (2024 and 2025) .
- Indemnification: Company has indemnification agreements with each director and executive officer (includes General Counsel) and advances expenses subject to bylaws and Delaware law .
- Non-compete/non-solicit: Not disclosed for Mr. Woods.
- Severance/change‑in‑control: NEO retention agreements and CIC economics are detailed for named executives only; no retention agreement disclosure for General Counsel –.
Performance & Track Record Context
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenue ($USD Millions) | $256 | $267 | $291 |
| Net Income ($USD Millions) | $29 | $9 | $13 |
| Company TSR – Value of $100 since Dec 8, 2020 | $43 | $55 | $50 |
| Peer Group TSR – Value of $100 (Nasdaq US Benchmark Software & Computer Services TR Index) | $86 | $140 | $176 |
Highlights:
- 2024 revenue growth +9% YoY to $291.3M; gross margin 65% with 250 bps improvement; infrastructure processed ~263 trillion impressions (+25% YoY); omnichannel video growth and CTV mix gains; scaled AI adoption improving engineering productivity .
- Corporate governance and compliance roles are active: Woods signs and certifies SEC exhibits/filings and bylaws certifications; served as signatory on multiple 8‑Ks (e.g., June 5, 2024 charter amendment; May/June 2025 annual meeting vote submission; Sept 8, 2025 litigation disclosure) .
Board Governance (Not a Director)
Mr. Woods is not listed as a director or committee member; governance disclosures pertain to board composition and independent committees separate from his executive role –.
Compensation Peer Group and Say‑on‑Pay
- Compensation peer group used by the Compensation Committee (14 companies): A10 Networks, Cerence, Commvault Systems, InterDigital, LiveRamp, Magnite, Progress Software, Qualys, Rapid7, Repay Holdings, Shutterstock, Sprout Social, TechTarget, Upland Software .
- Say‑on‑pay approval: ~98.3% support at 2024 annual meeting; 2025 vote approved with 88,346,788 “For”, 4,877,962 “Against”, 31,282 “Abstain” .
Risk Indicators & Red Flags
- Hedging/pledging prohibitions mitigate misalignment risk; insider trading policy in place .
- Clawback policy adopted per SEC/Nasdaq rules .
- No related‑party transactions disclosed involving Mr. Woods; related‑party oversight via Audit Committee policy .
- Litigation oversight: Company filed an antitrust lawsuit against Google; Woods signed the September 8, 2025 8‑K—indicative of material legal leadership in a high‑stakes matter .
Investment Implications
- Alignment and retention: While Mr. Woods’ individual pay, bonus, and equity grants are not disclosed, the company’s policies (hedging/pledging prohibitions, clawback, indemnification) and performance‑driven compensation framework for executives suggest a governance structure designed to align legal leadership with shareholder outcomes .
- Execution risk: Legal leadership is central given ongoing antitrust litigation and evolving adtech privacy/compliance landscape; Woods’ background in major platforms (Twitter) and adtech (Turn) is additive to risk management and compliance execution .
- Trading signals: Absence of disclosed Form 4 activity for Woods within available tools limits assessment of near‑term insider selling pressure; monitor future Section 16 filings for 10b5‑1 activity and sales cadence. Say‑on‑pay outcomes remained strong in 2024 and passed in 2025, reducing governance overhang risk .
Data limitations: PubMatic’s DEF 14A disclosures for compensation and ownership focus on NEOs and directors; General Counsel compensation and beneficial ownership were not itemized. All conclusions are based strictly on disclosed documents and policies cited above.