Rajeev Goel
About Rajeev Goel
Rajeev K. Goel is PubMatic’s co-founder, CEO since December 2008, and a director since September 2006; he is 47 years old. He holds a B.A. in Economics, Political Science, and Spanish from Johns Hopkins University and an M.S. in Computer and Information Technology from the University of Pennsylvania . Company performance disclosed for 2024: revenue rose 9% to $291.3 million, gross profit was $190.2 million with a 65% margin; cash, cash equivalents and marketable securities were $140.6 million with no debt, reflecting $134.6 million of Class A repurchases; PubMatic processed 263 trillion impressions and CTV reached 20% of Q4 revenue . Pay-versus-performance shows the value of a hypothetical $100 investment in PubMatic at IPO declined to $50 by year-end 2024 vs $176 for the peer index; 2024 net income was $13 million and revenue $291 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| PubMatic | General Manager | 2006–2008 | Early operating leadership through formative years |
| SAP AG | Product Marketing Director | 2005–2007 | Enterprise software GTM experience |
| Diamond Management & Technology Consultants | Principal | 2001–2005 | IT strategy consulting expertise |
| Chipshot.com | Co-founder & VP Technology | 1996–2000 | Built online custom equipment retailer; engineering and product leadership |
External Roles
No additional current public-company board roles are disclosed for Rajeev beyond PubMatic’s board .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $575,000 | $610,000 | $610,000 |
| Target Bonus (% of Salary) | N/A | N/A | 108% |
| Target Bonus ($) | N/A | N/A | $659,000 |
| Actual Non-Equity Incentive Paid ($) | $541,833 | $823,993 | $764,265 |
Performance Compensation
| Component | Metric | Target | Actual | Payout | Vesting/Formula |
|---|---|---|---|---|---|
| Annual Cash Incentive (Executive Bonus Plan) | Revenue | Semi-annual targets (threshold at 80% of goal) | Not disclosed | Included in $764,265 cash incentive | Baseline funding is square of revenue achievement; adjusted by $0.03 per $1 of adjusted pre-tax NI vs target; capped at 250% |
| Annual Cash Incentive (Executive Bonus Plan) | Adjusted Pre-Tax Net Income | Semi-annual targets | Not disclosed | Included in $764,265 cash incentive | Funding adjustment per formula above |
| Long-Term Equity | Stock Options | 691,700 options granted 1/26/2024 at $15.38 | N/A | Grant-date FV $1,604,323 | Vests 1/48 monthly over 4 years |
| Long-Term Equity | RSUs | 230,567 RSUs granted 1/26/2024 | N/A | Grant-date FV $3,546,120 | Vests 1/16 quarterly over 4 years |
Notes:
- Compensation predominately at-risk: ~93% of CEO target compensation was variable in 2024 (cash bonus and equity) .
- Committee reduced 2024 cash bonuses by 8% given revenue growth below certain competitors .
Equity Ownership & Alignment
| Ownership & Awards (as of 4/1/2025 unless noted) | Amount | Detail |
|---|---|---|
| Class A shares beneficially owned | 923,949 | 2.3% of Class A; includes 816,229 options exercisable within 60 days and 42,203 RSUs vesting within 60 days |
| Class B shares beneficially owned | 4,688,481 | 44.2% of Class B; includes multiple family trusts and 2,326,287 options exercisable within 60 days |
| Total voting power | 32.5% | Based on combined Class A (1 vote) and Class B (10 votes) |
| 2024 Option exercises | 213,625 | Value realized $3,768,640 |
| 2024 RSUs vested | 190,818 | Value realized $3,409,366; 10,551 RSUs from 2021 award deferred to 1/29/2026 settlement |
| Unvested RSUs at 12/31/2024 | 451,900 | 56,182 (2022), 207,382 (2023), 187,336 (2024); aggregate market values $825,314, $3,046,442, $2,751,966 |
| Key option tranches (exercisable/unexercisable) | 954,817 / — @ $1.11 (exp. 7/7/2026); 600,000 / — @ $2.16 (exp. 7/28/2030); 158,515 / 533,185 @ $15.38 (exp. 1/26/2034) | Full award list in proxy |
| Hedging/Pledging | Prohibited (with limited pre-approvals) | Insider Trading Policy bans hedging and pledging by officers and directors |
Employment Terms
| Term | Provision |
|---|---|
| Employment status | At-will; offer letter originally 12/18/2007, amended/restated 5/10/2017; CEO agrees to provide two months’ notice to terminate |
| Eligibility | Participates in annual performance bonus and benefit plans |
| Retention agreement | Dated 1/29/2021; auto-renews every 3 years unless notice given 3 months prior to renewal |
| Severance (Qualifying Termination) | 18 months base salary; pro-rata target bonus; 15 months COBRA; 12-month post-termination option exercise window; 12 months accelerated vesting of unvested time-based equity; no acceleration for performance awards |
| Severance (Change-in-Control + Qualifying Termination) | 18 months base salary; 150% of target bonus; pro-rata target bonus; 18 months COBRA; 12-month post-termination option exercise window; full vesting acceleration of unvested time-based equity; no single-trigger |
| Illustrative payouts at 12/31/2024 | $5,224,205 (Qualifying Termination); $9,243,394 (CIC + Qualifying Termination) |
| Clawback policy | Recoup incentive comp tied to financial metrics for 3 years prior to a restatement (Nasdaq/SEC compliant) |
| Tax gross-ups | Not provided on change in control |
Board Governance
- Board service: Director since 2006; CEO is not independent. Board consists of a majority of independent directors; committees (Audit, Compensation, Nominating & Corporate Governance) are fully independent .
- Committee roles: Compensation Committee chaired by Nick Mehta (members: Mehta, Susan Daimler); Nominating & Corporate Governance chaired by Susan Daimler (members: Daimler, Ramon Jones); Audit chaired by Shelagh Glaser (members: Glaser, Anton Hanebrink, Jacob Shulman) .
- Board leadership and dual-role implications: CEO and Chair roles are separated (Chair: Amar K. Goel), which mitigates concerns about CEO/Chair duality; executive sessions of independent directors are held without management present .
- Attendance: In 2024, the board held 4 meetings; none of the directors attended fewer than 75% of board and committee meetings during their tenure .
- Director compensation: Management directors (Rajeev and Amar) do not receive director fees; non-employee director program includes $45,000 cash retainer, committee fees, and $185,000 annual RSU grant .
Compensation Peer Group & Say‑on‑Pay
- Peer group used for 2024 benchmarking: A10 Networks, Cerence, Commvault Systems, InterDigital, LiveRamp, Magnite, Progress Software, Qualys, Rapid7, Repay Holdings, Shutterstock, Sprout Social, TechTarget, Upland Software; FW Cook served as independent advisor; no targeted percentile benchmark .
- Say‑on‑pay support: 98.3% approval at the 2024 annual meeting .
Performance Compensation Mix Trend (Rajeev Goel)
| Year | Stock Awards ($) | Option Awards ($) | Cash Incentive ($) | Total ($) |
|---|---|---|---|---|
| 2022 | 4,722,926 | 1,604,323 | 541,833 | 7,444,082 |
| 2023 | 5,651,864 | 3,185,555 | 823,993 | 10,271,412 |
| 2024 | 3,898,481 | 3,892,776 | 764,265 | 9,165,522 |
Equity Grant Detail (2024)
| Grant Date | Type | Quantity | Strike/Price | Grant-date FV ($) |
|---|---|---|---|---|
| 1/26/2024 | Options | 691,700 | $15.38 | 1,604,323 |
| 1/26/2024 | RSUs | 230,567 | N/A | 3,546,120 |
Vesting schedules: Options vest monthly over 48 months; RSUs vest quarterly over 16 quarters .
Risk Indicators & Red Flags
- Hedging and pledging prohibitions for officers/directors reduce misalignment risk .
- Clawback policy adopted in line with SEC/Nasdaq rules .
- No option repricing, no tax gross-ups, no single-trigger CIC payments; compensation committee and consultant independence affirmed .
- Family relationship: Amar K. Goel (Chair) is Rajeev’s brother; independent committee structures and executive sessions provide governance counterweights .
Investment Implications
- Alignment: High equity exposure via sizable outstanding options and RSUs; at-risk pay was ~93% of CEO target compensation in 2024, and options remain performance-levered to share price appreciation .
- Retention and CIC economics: Double-trigger CIC with full acceleration of time-based equity and 150% target bonus suggests robust retention through a transaction but implies potential award overhang realization upon CIC; no single-trigger mitigates windfall risk .
- Insider supply timing: RSU settlement deferral from a 2021 award to January 29, 2026 indicates a known future settlement date to monitor for potential supply dynamics; Rajeev exercised 213,625 options in 2024 with $3.77 million value realized, evidencing liquidity events in the past year .
- Governance quality: CEO/Chair separation, independent committees, and strong say-on-pay support (98.3%) are positives; the family relationship at Chair/CEO level warrants ongoing check-ins on independence practices, though current structures appear compliant and active (executive sessions, independence reviews) .
- Performance linkage: Annual bonus formulas tied to revenue and adjusted pre-tax NI with rigorous mechanical funding and committee discretion (used to reduce payouts by 8% in 2024) underpin pay-for-performance discipline .