Ramon Jones
About Ramon Jones
Ramon Jones (age 55) is an independent director at PubMatic, serving since December 2023. He retired from Nationwide as EVP and Chief Marketing Officer in March 2025, and holds a B.S. in Finance from Villanova University and an MBA from Wharton; he brings senior marketing leadership and general management experience to the board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Nationwide Insurance | EVP & Chief Marketing Officer | Nov 2019 – Mar 2025 | Led marketing; senior leadership over corporate communication |
| Nationwide Insurance | SVP, Marketing & Corporate Communication | Sep 2016 – Nov 2019 | Corporate communications oversight |
| Nationwide Insurance | Regional VP, Western Regional Operations | Aug 2012 – Aug 2016 | Regional general management |
External Roles
| Organization | Role | Tenure/Status | Notes |
|---|---|---|---|
| Columbus Regional Airport Authority | Director | Current | Non-profit board service |
| Mount Carmel Health System | Director | Current | Non-profit board service |
| Executive Leadership Council | Member | Current | Professional network |
| Black Executive CMO Alliance | Member | Current | Professional network |
| MediaAlpha, Inc. (MAX) | Director; expected Audit Committee member | Appointed Nov 10, 2025 | Independent director appointment; standard non-employee director compensation and indemnification |
Board Governance
- Independence: Determined independent under SEC and Nasdaq standards; PUBM board majority independent .
- Committees: Audit Committee member (appointed Feb 12, 2025); Nominating & Corporate Governance Committee member. Audit Committee chaired by Shelagh Glaser; Nominating chaired by Susan Daimler .
- Attendance and engagement: In FY 2024, the Board met 4 times; Audit 4; Compensation 7; Nominating 4. No director attended fewer than 75% of applicable meetings .
- Executive sessions: Independent directors hold executive sessions at each regular board meeting .
- Lead Independent Director: Not applicable; PUBM separates Chair (Amar K. Goel) and CEO (Rajeev K. Goel) roles .
- Say-on-Pay: 2024 say-on-pay support ~98.3% of votes cast, indicating strong shareholder confidence in compensation governance .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| General Board Service Fee (cash) | $45,000 | Annual, paid quarterly; pro-rated for service months |
| Audit Committee Member Fee | $10,000 | Annual, in addition to board fee |
| Nominating & Governance Committee Member Fee | $7,000 | Annual, in addition to board fee |
| Optional DSU election | In lieu of cash fees | Settle on 3rd anniversary, change in control, or separation |
| 2024 Cash Fees Earned (R. Jones) | $50,250 | Fees earned in FY 2024 |
Performance Compensation
| Equity Award | Grant Type | Annual Value | Vesting Schedule |
|---|---|---|---|
| Non-employee director annual grant | RSUs | $185,000 | Vests on earliest of: next annual meeting, 1 year post-grant, death/disability, or change in control |
| DSU election (optional) | Deferred stock units | $185,000 equivalent | Settles at earliest of 3rd anniversary, death/disability, change in control, or separation |
| Unvested RSUs at 12/31/2024 (R. Jones) | RSUs | 8,447 shares | Unvested director RSUs outstanding as of year-end |
There are no performance-conditioned metrics (e.g., revenue/TSR) tied to non-employee director equity; awards are time-based RSUs .
Other Directorships & Interlocks
| Company/Entity | Relationship to PUBM | Potential Interlock/Conflict |
|---|---|---|
| MediaAlpha, Inc. | No disclosed PUBM transactions | New public company directorship; expected Audit Committee service. No Item 404 related-party transactions disclosed; standard indemnification. Monitor time/commitment load as a potential governance consideration . |
| Columbus Regional Airport Authority; Mount Carmel Health System | Non-profit boards | No related-party exposure disclosed at PUBM . |
Expertise & Qualifications
- Education: B.S. Finance (Villanova); MBA (Wharton) .
- Domain expertise: Marketing leadership at a large insurer; broad corporate communications and regional operations experience .
- Financial literacy: Audit Committee members are financially literate; Jones serves on Audit Committee though “financial expert” designation applies to Glaser, Hanebrink, Shulman, not Jones .
- Skills relevant to PUBM: Brand/marketing strategy, customer engagement, leadership; complements technology/media domain experience on board .
Equity Ownership
| Holder | Class A Shares | RSUs Vesting ≤60 Days | Total Beneficial | Ownership % | Notes |
|---|---|---|---|---|---|
| Ramon Jones | 4,266 | 8,447 | 12,713 | <1% (“*”) | Based on 40,041,926 Class A and 8,275,316 Class B outstanding at 4/1/2025; no Class B holdings disclosed . |
- Hedging/pledging: Prohibited for directors and officers except with specific pre-approval; short sales and derivative hedges generally barred .
- Ownership guidelines: Not disclosed for directors in the proxy; directors may elect to receive fees/equity as DSUs to defer settlement, which can improve alignment .
Governance Assessment
-
Strengths
- Independent status, active committee roles (Audit; Nominating & Governance), and satisfactory attendance support board effectiveness .
- Director pay structure emphasizes equity ($185k RSUs) with time-based vesting, aligning with shareholder interests without risk of short-term metric gaming .
- Robust policies: prohibition on hedging/pledging; related-party transactions overseen by Audit Committee .
- Company-level say-on-pay support of ~98.3% in 2024 signals broad investor confidence in compensation governance .
-
Watch items / potential RED FLAGS
- Dual-class voting concentration among founders (Goel family) reduces minority shareholder influence; board must ensure robust independent oversight in this context .
- Expanding external commitments: addition to MediaAlpha’s board (expected Audit Committee service) increases time demands; monitor for any attendance/engagement impact at PUBM (no issues disclosed for 2024) .
- Not designated an “audit committee financial expert”; ensure appropriate training and continued financial oversight effectiveness as audit member .
Appendix: Source Tables
PUBM Non-Employee Director Compensation (FY 2024)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| Ramon Jones | 50,250 | 185,000 | — | 235,250 |
PUBM Board & Committee Meetings (FY 2024)
| Body | Meetings Held | Attendance Note |
|---|---|---|
| Board of Directors | 4 | No director <75% attendance |
| Audit Committee | 4 | No director <75% attendance |
| Compensation Committee | 7 | No director <75% attendance |
| Nominating & Governance Committee | 4 | No director <75% attendance |
PUBM Committee Composition (as of proxy date)
| Committee | Members | Chair | Notes |
|---|---|---|---|
| Audit | Glaser; Hanebrink; Jones; Shulman | Shelagh Glaser | Jones appointed Feb 12, 2025 |
| Compensation | Mehta; Daimler | Nick Mehta | FW Cook retained; no consultant conflicts |
| Nominating & Governance | Daimler; Jones | Susan Daimler | Oversees board evaluation |
PUBM Director Cash & Equity Program
| Component | Amount | Detail |
|---|---|---|
| Board cash retainer | 45,000 | Annual; quarterly payments |
| Audit Chair | 20,000 | Additional |
| Audit member | 10,000 | Additional |
| Comp Chair | 15,000 | Additional |
| Comp member | 7,500 | Additional |
| Nominating Chair | 10,000 | Additional |
| Nominating member | 7,000 | Additional |
| Annual RSU grant | 185,000 | Vests next annual meeting/1yr/death/disability/CIC |
PUBM Beneficial Ownership (R. Jones)
| Metric | Value |
|---|---|
| Class A shares held | 4,266 |
| RSUs vesting ≤60 days (from April 1, 2025) | 8,447 |
| Total beneficial | 12,713 |
| Ownership % | <1% |
Policies & Controls
- Hedging & pledging prohibitions for directors and officers; pre-approval limited exceptions .
- Related-party transaction policy; Audit Committee review threshold >$120k .
- Audit Committee oversight includes cybersecurity and AI-related risks .
Company-level Shareholder Signals
| Measure | Result |
|---|---|
| 2024 say-on-pay approval | ~98.3% of votes cast |
External Appointment
| Company | Action | Date | Committee |
|---|---|---|---|
| MediaAlpha, Inc. | Appointed director; expected Audit Committee member | Nov 10, 2025 | Audit (expected) |