Paulina Klimenko
About Paulina Klimenko
Chief Growth Officer at PubMatic since February 2021; age 50; with PubMatic since 2011. Education: B.S. and M.S. in Finance and International Relations (Finance Academy of Moscow); MBA (University of Michigan Ross). Under her tenure, PubMatic’s revenue rose from $227M in 2021 to $291M in 2024; 2024 revenue grew 9% YoY to $291.3M and adjusted pre-tax net income rose 29.9% YoY to $55.5M . TSR since listing shows $100 invested in PubMatic at IPO equated to $50 by year-end 2024 versus $176 for the Nasdaq Software & Computer Services benchmark, underscoring market-relative underperformance despite operational progress .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| eBay | Director, Strategy & Business Operations | Aug 2010–Jul 2011 | Strategy and operations leadership at a major C2C ecommerce platform |
| PayPal | Director, Strategy & Business Development | Apr 2008–Jul 2010 | Business development in global payments |
| BlueLithium (Yahoo!) | Head of Business Development | Oct 2007–Apr 2008 | BD leadership in online advertising network acquired by Yahoo |
External Roles
None disclosed in PubMatic filings for Paulina Klimenko .
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary ($) | $411,000 | $432,000 |
| Target Bonus (% of Salary) | n/a disclosed | 70% ($302,000) |
| Actual Annual Cash Incentive ($) | $402,109 | $348,216 (after 8% committee reduction) |
| Other Cash Bonus ($) | $1,000 (tenure bonus) | $1,000 (tenure bonus) |
Performance Compensation
| Metric | First Half 2024 | Second Half 2024 | Notes |
|---|---|---|---|
| Revenue Target (Company) ($M) | 128.0 | 157.0 | Klimenko Plan used same targets, split by region |
| Revenue Actual (Company) ($M) | 134.0 | 157.3 | |
| Adjusted Pre-Tax Net Income Target ($M) | 7.1 | 31.4 | Modifier $0.03 per $ above/below target |
| Adjusted Pre-Tax Net Income Actual ($M) | 18.5 | 37.0 | |
| Klimenko Revenue Weighting | Americas 33.3% (H1 target $76.7M; H2 $94.6M) | EMEA+APAC 66.7% (H1 target $51.3M; H2 $62.4M) | Applies to her bonus plan |
| Payout vs Target (Pre Committee Cut) | 125% | 125% | Klimenko Plan |
| Final Payout vs Target (Post Cut) | 115% | 115% | Committee reduced payouts by 8% |
Equity Ownership & Alignment
| Ownership Detail | Amount |
|---|---|
| Total Beneficial Ownership | 211,203 Class A shares; <1% of outstanding |
| Directly Owned Class A Shares | 46,216 |
| Options Exercisable within 60 Days | 164,987 Class A shares |
| Unvested RSUs (12/31/2024) | 14,514 (2022 grant), 59,252 (2023 grant), 84,301 (2024 grant) |
| Option Exercises in 2024 | 26,358 shares; value realized $470,505 |
| RSUs Vested in 2024 | 62,021 shares; value realized $1,174,694 |
| Hedging/Pledging | Prohibited without pre-approval under Insider Trading Policy |
| Stock Ownership Guidelines | Not disclosed in proxy |
Options by Grant (as of 12/31/2024)
| Grant Date | Exercise Price ($) | Exercisable (#) | Unexercisable (#) | Vesting Terms |
|---|---|---|---|---|
| 01/29/2021 | 36.25 | 35,838 | 763 | 1/48 monthly from 1/1/2021 |
| 02/04/2022 | 26.27 | 21,977 | 8,163 | 1/48 monthly from 1/1/2022 |
| 01/31/2023 | 15.33 | 50,545 | 54,940 | 1/48 monthly from 1/1/2023 |
| 01/26/2024 | 15.38 | 23,777 | 79,978 | 1/48 monthly from 1/1/2024 |
RSU Vesting Terms
- RSUs vest 1/16 per quarter; initial 1/16 vested on April 1 of grant year, then quarterly thereafter, contingent on continued service .
Employment Terms
| Term | Details |
|---|---|
| Employment Start Date | Offer letter dated July 19, 2011 |
| Current Role Tenure | Chief Growth Officer since February 2021 |
| Bonus Plan | Dedicated 2024 Klimenko Bonus Plan with regional revenue weighting; APNI modifier |
| Severance (Qualifying Termination) | 12 months base salary; pro-rata target bonus; 12 months option exercise window; 12 months COBRA |
| Change-in-Control (CIC) – Double Trigger | 12 months base salary; 100% of target bonus; pro-rata target bonus; full acceleration of all unvested equity (other than performance-based); 15 months COBRA; 12 months option exercise window |
| Agreement Term | Retention Agreements (Jan 29, 2021) auto-renew with 3-year term unless notice given |
| Clawback | Executive compensation recovery policy compliant with SEC/Nasdaq for restatements (3-year lookback) |
| Hedging/Pledging | Prohibited absent specific pre-approval |
| Section 16 Compliance | Note: Form 4 filing was not timely by Jan 30, 2024 (two transactions) |
Performance & Track Record
- Role expansion: Assumed responsibility for EMEA and APAC business streams after CCO transition in March/April 2023 .
- Company results: 2024 revenue $291.3M (+9% YoY) with gross profit $190.2M (65% margin, +250 bps YoY); omnichannel video revenue grew 37% in Q4’24; CTV reached 20% of Q4 revenue; AI adoption improved engineering productivity >15% .
- Multi-year trends: Revenue trajectory 2021–2024 ($227M → $256M → $267M → $291M); net income fluctuated ($57M → $29M → $9M → $13M), reflecting investment and market dynamics .
Compensation Committee Analysis
- Committee composition: Chair Nick Mehta; member Susan Daimler; independent with FW Cook as consultant .
- Peer group used for benchmarking: A10 Networks, Cerence, Commvault Systems, InterDigital, LiveRamp, Magnite, Progress Software, Qualys, Rapid7, Repay Holdings, Shutterstock, Sprout Social, TechTarget, Upland Software .
- Say-on-Pay support: 98.3% approval at 2024 annual meeting .
- Program design: Majority of NEO compensation variable; Klimenko’s 2024 equity grant targeted $2.1M with 25% options and 75% time-based RSUs (options and RSUs each converted to shares using 20-day average price) .
Equity Grants Detail (2024)
| Grant Type | Grant Date | Intended Value ($) | Shares/Options | Exercise Price ($) | Vesting |
|---|---|---|---|---|---|
| Stock Options | 01/26/2024 | $740,024 (grant-date fair value) | 103,755 options | 15.38 | 1/48 monthly from 1/1/2024 |
| RSUs | 01/26/2024 | $1,595,752 (grant-date fair value) | 103,755 RSUs | n/a | 1/16 quarterly schedule |
Investment Implications
- Pay-for-performance alignment with objective revenue and adjusted pre-tax NI metrics; committee discretion cut payouts by 8% due to relative revenue growth shortfall, indicating governance sensitivity to peer benchmarks .
- Near-term selling pressure: 2024 saw 26,358 options exercised ($470,505 realized) and 62,021 RSUs vested ($1,174,694 realized), adding potential float; continued quarterly RSU vesting supports ongoing supply into the market .
- Retention risk mitigants: Double-trigger CIC with full equity acceleration and 12 months salary + 100% target bonus enhances retention and aligns with market norms; absence of single-trigger payouts and presence of clawback policy reduces governance risk .
- Alignment safeguards: Prohibitions on hedging/pledging without pre-approval and lack of disclosed pledging by Klimenko reduce misalignment risk; stock ownership guidelines not disclosed, creating minor visibility gap .
- Minor compliance flag: One-off Section 16(a) filing timeliness issue noted for January 2024; not indicative of compensation misalignment but worth monitoring for process discipline .