Nick Mehta
About Nick Mehta
Nick Mehta (age 47 as of March 31, 2025) is an independent director of PubMatic since 2023 and serves as Chair of the Compensation Committee. He is CEO of Gainsight, Inc. (since Feb 2013) and holds a B.A. in Biochemistry and M.S. in Computer Science from Harvard University. PubMatic’s Board determined Mehta is independent under SEC and Nasdaq rules; no director attended fewer than 75% of meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gainsight, Inc. | Chief Executive Officer | Feb 2013 – present | Operates SaaS/customer success; provides tech leadership relevant to PUBM |
| Accel Partners | Executive in Residence | May 2012 – Feb 2013 | VC experience informs comp/peer benchmarking insights |
| LiveOffice (acquired by Symantec) | Chief Executive Officer | May 2008 – May 2012 | Operating CEO experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| F5 Networks, Inc. | Director | Jan 2019 – present | Public company board experience; potential tech ecosystem interlock monitoring |
| Lead Edge Growth Opportunities, Ltd | Director | Mar 2021 – present | SPAC/finance exposure; transaction oversight skills |
Board Governance
- Committee assignments: Chair – Compensation Committee; member composition: Mehta and Susan Daimler (both independent) .
- Independence: PubMatic’s Board determined Mehta is independent per SEC and Nasdaq; all standing committee members are independent .
- Meetings and engagement: 2024 Board (4), Audit (4), Compensation (7), Nominating & Governance (4); no director below 75% attendance; executive sessions held with independent directors at each regular meeting .
- Compensation Committee practices: Uses independent consultant FW Cook; Committee determined no consultant conflicts; scope includes executive/board compensation, plan administration, and compliance oversight .
- Insider trading, hedging/pledging: Company policy prohibits hedging and pledging without pre-approval; applies to directors .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| General Board Service Fee (cash) | $45,000 | Standard for non-employee directors |
| Compensation Committee Chair Fee (cash) | $15,000 | Chair premium |
| Total Cash Fees Earned (Mehta) | $60,000 | Fees earned in 2024 |
Performance Compensation
| Award Type | Grant Value | Shares/Units | Vesting | Notes |
|---|---|---|---|---|
| Annual Director RSU | $185,000 | Not stated by grant date; held 8,447 unvested RSUs as of 12/31/2024 | Vests at earliest of next annual meeting, 1 year from grant, death/disability, or change in control | Directors may elect DSUs; RSUs settle into Class A shares; there were no stock options outstanding for directors |
| Performance Metric | Applied to Director Equity? |
|---|---|
| Any performance-based vesting (revenue/EBITDA/TSR/ESG) | None disclosed; director RSUs are time-based |
The director equity program is time-based; there are no disclosed performance conditions for non-employee director awards .
Other Directorships & Interlocks
| Company | Relationship to PubMatic | Potential Conflict Assessment |
|---|---|---|
| F5 Networks (public) | Unrelated industry (application delivery/security) | No related-party transactions disclosed; standard monitoring for information flow; independent status affirmed |
| Lead Edge Growth Opportunities, Ltd | SPAC/finance | No related-party transactions disclosed; governance awareness of deal/transaction exposure |
Expertise & Qualifications
- Technology/operator expertise as SaaS CEO; prior VC and enterprise software leadership roles .
- Compensation leadership as Committee Chair; engages independent consultant; oversight of executive and director pay .
- Academic credentials in STEM from Harvard University .
Equity Ownership
| Holder | Class A Shares (Direct) | RSUs Vesting Within 60 Days | Total Beneficial Ownership | Ownership % |
|---|---|---|---|---|
| Nick Mehta | 9,575 | 8,447 | 18,022 | <1% (asterisk in table) |
- Pledging/Hedging: Prohibited absent pre-approval; no pledging activity disclosed for directors .
- Options: None held by non-employee directors as of 12/31/2024 .
Governance Assessment
-
Strengths
- Independent Compensation Committee chaired by Mehta; uses independent consultant (FW Cook) with no conflicts; robust remit and compliance oversight .
- Transparent non-employee director pay structure with modest cash fees and standardized RSU grant; alignment via equity .
- Board processes: executive sessions at every meeting; annual board/committee self-assessment; clear risk oversight allocations (including AI risk under Audit Committee) .
- Shareholder signals: 2024 say-on-pay approval ~98.3%, indicating strong support for compensation governance (Committee oversight includes board pay too) .
-
Watch items
- Multiple external roles (CEO of Gainsight; boards of F5 and Lead Edge). Corporate Governance Guidelines instruct considering director time commitments and other boards; ongoing monitoring of attendance and engagement remains prudent .
- Interlocks: No related-party transactions reported >$120,000, but continued surveillance for any business ties with Gainsight/F5/Lead Edge is warranted; Audit Committee reviews related-person transactions .
-
Red Flags
- None identified in filings: no related-party transactions, no hedging/pledging, no missed-attendance issues (<75%), no consultant conflicts .
Overall, Mehta’s independent status, committee leadership, and equity-based director compensation support alignment and board effectiveness; time-commitment monitoring and interlock surveillance are advisable but presently no conflicts are disclosed .