Steven Pantelick
About Steven Pantelick
Steven Pantelick, age 62, has served as PubMatic’s Chief Financial Officer since 2011. He holds an A.B. from Harvard University and an M.B.A. from Dartmouth’s Tuck School of Business . In 2024, PubMatic delivered revenue of $291.3 million (+9% YoY) and gross profit of $190.2 million at a 65% margin (+250 bps YoY), with adjusted pre-tax net income rising 29.9% to $55.5 million, the two metrics used in executive bonus funding . Since listing (Dec 2020), the company’s total shareholder return (TSR) implies a value of $50 for an initial fixed $100 investment by year-end 2024, while revenue reached $291 million and net income was $13 million .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Aggregate Knowledge Inc. | Chief Financial Officer | 2007–2010 | Led finance at a data management platform company |
| Kodak Gallery (Ofoto Inc.) | CFO & VP Operations | 2004–2007 | Managed imaging solutions operations and finance for consumer services |
| SkyPilot Network | Chief Financial Officer | 2002–2003 | Finance leadership at a broadband wireless equipment/networking firm |
| Blockbuster Inc. | COO, New Media; SVP U.S. Financial Operations; VP Worldwide Planning | 1997–2001 | Directed digital strategy and financial operations across media businesses |
| Cadbury Schweppes plc | Finance roles (U.S. & Europe) | 7 years | Held multiple finance roles across geographies |
External Roles
No external public company directorships for Pantelick are disclosed in the 2025 proxy .
Fixed Compensation
| Metric | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Base Salary ($) | $482,000 | $506,000 | $526,000 |
| Target Bonus (%) | — | — | 70% |
| Target Bonus ($) | — | — | $368,000 |
| Actual Non-Equity Incentive Payout ($) | $317,561 | $478,186 | $426,782 |
| Tenure Bonus ($) | — | $1,000 | $1,000 |
Performance Compensation
2024 Executive Bonus Plan – Metrics, Targets, Actuals, Payout
| Item | H1 2024 Target | H1 2024 Actual | H1 Achievement | H2 2024 Target | H2 2024 Actual | H2 Achievement | Pantelick Payout Outcome |
|---|---|---|---|---|---|---|---|
| Revenue ($M) | $128.0 | $134.0 | 138.2% | $157.0 | $157.3 | 114.0% | Payout as % of target: 126% pre-adjust; 116% post-adjust |
| Adjusted Pre-Tax Net Income ($M) | $7.1 | $18.5 | Modifier +$0.03 per $ | $31.4 | $37.0 | Modifier +$0.03 per $ | Actual payout $426,782 |
Notes:
- Baseline funding uses the square of revenue achievement vs. target; adjusted pre-tax net income modifies funding at $0.03 per dollar over/under target; payout capped at 250% of target; threshold 80% revenue needed to fund .
- Compensation Committee applied an 8% downward discretion due to peer-relative revenue growth, reducing executive bonuses (Pantelick to 116% of target) .
2024 Equity Awards (Grant Date 01/26/2024)
| Grant | Options (#) | Exercise Price ($/sh) | Expiration | Vesting | RSUs (#) | Grant Date Fair Value – Options ($) | Grant Date Fair Value – RSUs ($) |
|---|---|---|---|---|---|---|---|
| Annual long-term incentives | 143,281 | $15.38 | 01/26/2034 | Options: 1/48 monthly | 143,281 | $722,411 | $2,203,662 |
| Plan/vesting details | — | — | — | RSUs: 1/16 quarterly | — | — | — |
Summary Compensation Table grant-date values for 2024 total stock awards $2,026,070 and option awards $1,189,253 (ASC 718) .
Equity Ownership & Alignment
Beneficial Ownership (as of April 1, 2025)
| Holder | Class A Shares | Class B Shares | % of Total Voting Power |
|---|---|---|---|
| Steven Pantelick (CFO) | 315,691 (includes options exercisable within 60 days) | 964,610 (includes options exercisable within 60 days) | 7.8% |
Breakdown of Pantelick’s beneficial holdings:
- Direct: 53,471 Class A; 313,488 Class B
- Spouse: 73,464 Class B
- SMP DE LLC: 115,000 Class B
- PSLT DE LLC: 41,536 Class B
- Options exercisable within 60 days: 226,220 Class A; 421,122 Class B
Outstanding Awards (as of Dec 31, 2024)
| Award Type | Grant Date | Exercisable Options (#) | Unexercisable Options (#) | Exercise Price ($) | Expiration | Unvested RSUs (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|---|
| Stock Option | 03/14/2018 | 148,626 | — | 3.89 | 03/13/2028 | — | — |
| Stock Option | 05/21/2019 | 118,663 | — | 2.97 | 05/20/2029 | — | — |
| Stock Option | 07/29/2020 | 153,833 | — | 2.16 | 07/28/2030 | — | — |
| Stock Option | 01/29/2021 | 70,118 | 1,492 | 36.25 | 01/28/2031 | — | — |
| Stock Option | 02/04/2022 | 38,282 | 14,219 | 26.27 | 02/02/2032 | — | — |
| Stock Option | 01/31/2023 | 73,290 | 79,664 | 15.33 | 01/31/2033 | — | — |
| Stock Option | 01/26/2024 | 32,835 | 110,446 | 15.38 | 01/26/2034 | — | — |
| RSU | 02/04/2022 | — | — | — | — | 25,282 | $371,393 |
| RSU | 01/31/2023 | — | — | — | — | 85,916 | $1,262,106 |
| RSU | 01/26/2024 | — | — | — | — | 116,416 | $1,710,151 |
Additional ownership alignment policies:
- Hedging and pledging of company stock are prohibited absent specific pre-approval; covered persons are barred from margin pledges and hedging instruments under the insider trading policy .
2024 realizations:
- Options exercised: 55,628 shares; value realized $677,061
- RSUs vested: 94,318 shares; value realized $1,783,579
Employment Terms
| Term | Provision |
|---|---|
| Employment agreement | Offer letter dated Nov 7, 2011, amended May 10, 2017; at-will; two months’ notice required; eligible for annual performance bonus plan and standard employee benefits . |
| Retention Agreement (Tier 1) | Severance on qualifying termination (without cause or for good reason): 12 months’ base salary, pro-rata target bonus, 12 months COBRA, 12 months post-termination option exercise window . |
| Change-in-Control (CIC) terms | On CIC qualifying termination: 12 months’ base salary, 100% of target bonus, pro-rata target bonus, 15 months COBRA, 12 months option exercise window, full acceleration of unvested equity (excluding performance-based awards) . |
| Clawback policy | Recovery of incentive-based compensation awarded during the 3-year look-back if the company must restate financials for material noncompliance; adopted per SEC/Nasdaq requirements . |
| Potential payouts (as of 12/31/2024) | Qualifying termination total: $930,519; CIC qualifying termination total: $4,651,298 (includes equity acceleration) . |
Compensation Structure Analysis
- Pay mix and governance: NEO pay is primarily at-risk/variable (86% for non-CEO NEOs) via short-term cash tied to objective measures and long-term equity vesting; no option repricing, no single-trigger CIC, no tax gross-ups on CIC, and hedging/pledging prohibitions are in place .
- Peer benchmarking: FW Cook engaged as independent compensation consultant; no conflicts; peer group includes A10 Networks, Magnite, Shutterstock, Cerence, Progress Software, Sprout Social, Commvault Systems, Qualys, TechTarget, InterDigital, Rapid7, Upland Software, LiveRamp, Repay Holdings .
- Say-on-pay: 98.3% approval at the 2024 annual meeting, indicating strong shareholder support .
Performance Compensation (Detailed Metric Table)
| Metric | Weighting/Role | Target | Actual | Payout Impact | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue | Base funding via square function of achievement | H1: $128.0M; H2: $157.0M | H1: $134.0M; H2: $157.3M | H1: 138.2%; H2: 114.0% funding | Semiannual; paid after year-end |
| Adjusted Pre-Tax Net Income | Funding modifier | H1: $7.1M; H2: $31.4M | H1: $18.5M; H2: $37.0M | Modifier $0.03 per dollar | Semiannual; paid after year-end |
| 2024 payout (Pantelick) | Result | Target $368,000 | — | 126% pre-adjust; 116% post-adjust | Paid $426,782 |
| Equity (Options/RSUs) | Long-term alignment | Grant 01/26/2024 | — | ASC 718 values reported in tables | Options monthly; RSUs quarterly |
Investment Implications
- Alignment and variable pay: A high proportion of Pantelick’s compensation is performance-based (cash tied to objective revenue/adjusted pre-tax NI, plus options/RSUs with long vesting schedules), supporting pay-for-performance and shareholder alignment; committee’s 8% downward adjustment reflects discipline versus peers .
- Retention vs. overhang: CIC terms include full acceleration of unvested equity and 12 months’ cash plus 100% target bonus, which effectively reduces retention risk in sale scenarios but introduces potential equity overhang if triggered .
- Ownership influence: Pantelick’s beneficial holdings confer 7.8% of total voting power (via Class B’s 10 votes/share), indicating meaningful governance influence and skin-in-the-game; company policy restricts hedging/pledging absent approval, lowering misalignment risk .
- Supply dynamics: 2024 option exercises (55,628 shares) and RSU vestings (94,318 shares) suggest periodic stock supply; company-level buybacks ($134.6M used to repurchase 8.3M shares in 2023–2024) may offset dilution, though net impact depends on future grant/vesting cadence and market conditions .