Mukul Kumar
About Mukul Kumar
Mukul Kumar is PubMatic’s co-founder and President, Engineering (age 53), serving in this role since March 2019 after prior engineering leadership roles dating back to 2006; he holds a B.Tech. in Electrical Engineering from the Indian Institute of Technology, Kharagpur . Company performance in 2024 included revenue of $291.3M (+9% YoY), gross profit of $190.2M at 65% margin (+250 bps YoY), adjusted pre-tax net income of $55.5M (+29.9% YoY), and scaled CTV to 20% of Q4 revenue; AI adoption improved engineering productivity by >15% . Since PubMatic’s IPO (Dec 8, 2020), a $100 investment’s value measured at year-end was $50 in 2024 (vs. $55 in 2023), while revenue rose from $149M in 2020 to $291M in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PubMatic | President, Engineering | 2019–present | Leads engineering; tenure coincides with scaled impressions and infrastructure optimization highlighted in 2024 performance . |
| PubMatic | SVP Engineering | 2010–2019 | Senior engineering leadership through growth and platform scaling . |
| PubMatic | VP Engineering & Founding Engineer | 2007–2010 | Early engineering build-out post-founding . |
| PubMatic | Director & Founding Engineer | 2006–2007 | Founding engineer role . |
| PANTA Systems | Director of Engineering | 2005–2006 | Led engineering at high-performance computing firm . |
| Veritas (India) Limited | Director of Engineering | 1997–2005 | Led engineering at storage solutions company . |
External Roles
No current public company directorships or external board roles disclosed for Kumar .
Fixed Compensation
2024 cash compensation and bonus outcomes:
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $233,000 | $252,407 | $283,000 |
| Non-Equity Incentive (Annual Bonus) ($) | $142,000 | $240,444 | $213,391 |
| Stock Awards ($) | $944,590 | $1,051,802 | $912,801 |
| Option Awards ($) | $320,865 | $591,600 | $529,046 |
| Total ($) | $1,640,455 | $2,136,253 | $1,938,238 |
2024 target vs. actual bonus details:
| Item | Value |
|---|---|
| Target Bonus % of Salary | 65% |
| Target Bonus $ | $184,000 |
| Payout % of Target (post-Committee adjustment) | 116% |
| Actual Bonus Paid $ | $213,391 |
Notes:
- Committee applied an 8% downward discretion to 2024 payouts to align with peer revenue growth pacing .
- Executive bonuses fund on revenue achievement (square function vs. target) with adjusted pre-tax net income modifiers of $0.03 per dollar in H1 and H2 .
Performance Compensation
2024 Executive Bonus Plan metrics and outcomes:
| Metric | H1 2024 Threshold ($M) | H1 Target ($M) | H1 Actual ($M) | H2 2024 Threshold ($M) | H2 Target ($M) | H2 Actual ($M) |
|---|---|---|---|---|---|---|
| Revenue | 102.4 | 128.0 | 134.0 | 125.6 | 157.0 | 157.3 |
| Adjusted Pre-Tax Net Income | — | 7.1 | 18.5 | — | 31.4 | 37.0 |
Bonus mechanics: Baseline funding via revenue square function; modifier adds/subtracts $0.03 per dollar vs. adjusted pre-tax net income target; individual caps at 250% of target; threshold 80% revenue required per half . Kumar’s 2024 payout equaled 116% of target ($213,391) after the Committee’s 8% downward discretion .
2024 equity grants and vesting:
| Grant Type | Grant Date | Shares | Exercise Price | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|---|
| Stock Options | 01/26/2024 | 64,229 | $15.38 | $320,865 | 1/48 monthly from 1/1/2024 |
| RSUs | 01/26/2024 | 64,229 | — | $987,842 | 1/16 quarterly; first vest on April 1 of grant year |
Plan mix: Kumar elected 25% options / 75% RSUs for 2024; target grant value $1,300,000 . Options are performance-levered (value on stock appreciation); RSUs retain and align over four-year vesting .
2024 equity settlement activity:
| Item | Kumar 2024 |
|---|---|
| Options Exercised (Shares) | 0 |
| Options Exercise Value ($) | — |
| RSUs Vested (Shares) | 42,369 |
| RSUs Vesting Value ($) | $801,149 |
Equity Ownership & Alignment
Beneficial ownership (as of April 1, 2025):
| Class | Shares Beneficially Owned | % of Class | % of Total Voting Power |
|---|---|---|---|
| Class A | 184,562 | <1% | — |
| Class B | 442,600 | 5.2% | 3.7% |
Breakdown of holdings and near-term exercisables (within 60 days of April 1, 2025):
- Direct: 65,866 Class A; 135,600 Class B .
- Options exercisable within 60 days: 118,696 Class A; 307,000 Class B .
Outstanding equity awards (12/31/2024):
| Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|
| 05/02/2017 | 135,000 | — | $2.15 | 05/01/2027 | — | — |
| 03/14/2018 | 85,000 | — | $3.89 | 03/13/2028 | — | — |
| 05/21/2019 | 65,000 | — | $2.97 | 05/20/2029 | — | — |
| 07/29/2020 | 110,000 | — | $2.16 | 07/28/2030 | — | — |
| 01/29/2021 | 32,722 | 696 | $36.25 | 01/28/2031 | — | — |
| 02/04/2022 | 17,014 | 6,320 | $26.27 | 02/02/2032 | 11,237 | $165,072 |
| 01/31/2023 | 32,854 | 35,711 | $15.33 | 01/31/2033 | 38,514 | $565,771 |
| 01/26/2024 | 14,719 | 49,510 | $15.38 | 01/26/2034 | 52,186 | $766,612 |
Ownership alignment and restrictions:
- Hedging and pledging of PubMatic stock are prohibited absent specific pre-approval; no pledging disclosed for Kumar .
- Clawback policy adopted for incentive compensation upon restatement per SEC/Nasdaq rules .
- No tax gross-ups on change-in-control; no option repricing; no single-trigger CIC payments .
Insider filing control:
- Delinquent Section 16(a): Kumar failed to timely file a Form 4 by January 30, 2024 for two transactions (company states correction in proxy) .
Employment Terms
- Offer Letter: At-will; two-month notice to terminate; eligible for annual bonus and benefits; original date November 7, 2007; amended May 10, 2017 .
- Retention Agreement (Tier 1, dated Jan 29, 2021):
- Qualifying termination (without cause or for good reason): 12 months base salary cash severance; pro-rata target bonus; 12 months COBRA; 12 months post-termination option exercise window; no accelerated vesting (other than CEO) .
- CIC qualifying termination (within 24 months post-CIC or within 3 months pre-CIC following potential CIC): 12 months base salary; 100% of target bonus; pro-rata target bonus; 15 months COBRA; 12 months option exercise window; full acceleration of all unvested equity (excluding performance-based awards); double-trigger structure (requires termination in connection with CIC) .
- Potential payouts (illustrative as of 12/31/2024): CIC payout total $2,156,832; qualifying termination total $473,702 (details in table below) .
Potential payments upon termination (as of 12/31/2024):
| Scenario | Cash Severance ($) | Bonus Amounts ($) | Equity Awards ($) | Benefits ($) | Total ($) |
|---|---|---|---|---|---|
| Qualifying Termination | $283,000 | $184,000 | — | $6,702 | $473,702 |
| CIC Qualifying Termination | $283,000 | $368,000 | $1,497,455 | $8,377 | $2,156,832 |
Governance and Compensation Context (Peer Group, Say-on-Pay, Committee Practices)
- 2024 say-on-pay approval: ~98.3% support .
- Compensation Committee retained FW Cook; no conflicts; uses peer benchmarking (A10 Networks, Cerence, Commvault, InterDigital, LiveRamp, Magnite, Progress Software, Qualys, Rapid7, Repay Holdings, Shutterstock, Sprout Social, TechTarget, Upland Software) .
- Program emphasizes at-risk pay, measurable goals, clawback, no tax gross-ups, and hedging/pledging prohibitions .
Investment Implications
- Pay-for-performance alignment: Kumar’s compensation mix is majority variable (equity and bonus), with objective annual metrics (revenue and adjusted pre-tax net income), and Committee discretion applied when peer-relative revenue growth lagged—supportive of disciplined payout governance .
- Vesting and potential supply: Quarterly RSU vesting (1/16 per quarter) and monthly option vesting (1/48) create a predictable cadence of potential share settlement; 2024 RSU vesting totaled 42,369 shares for Kumar, indicating ongoing settlement dynamics that may contribute to selling pressure around vest dates for tax/liquidity needs .
- Retention risk: Double-trigger CIC acceleration and 12-month salary/bonus protections reduce turnover risk; no single-trigger accelerations or tax gross-ups—terms are shareholder-friendly while providing retention stability .
- Alignment safeguards: Prohibitions on hedging/pledging and clawback policy strengthen alignment; minor Section 16 filing delays noted, but no related-party transactions or hedging/pledging disclosures associated with Kumar .
Overall, Kumar’s incentives are tied to company financial performance and long-term equity value with structured severance/CIC protections and compliance-oriented trading restrictions—supportive of alignment, with RSU/option vesting schedules worth monitoring for potential settlement-related supply dynamics .