Magnite, Inc. (NASDAQ:MGNI) Q4 2020 Earnings Conference Call February 24, 2021 4:30 PM ET Company Participants Nick Kormeluk - Head of Investor Relations Michael Barrett - President and Chief Executive Officer David Day - Chief Financial Officer Conference Call Participants Laura Martin - Needham Jason Kreyer - Craig-Hallum Shyam Patil - Susquehanna Vasily Karasyov - Cannonball Research Kyle Evans - Stephens Matthew Thornton - TRUIST Securities Operator Good afternoon, and welcome to the Magnite Fourth Quar ...

Part I [Business](index=7&type=section&id=Item%201.%20Business) Magnite operates a sell-side advertising platform, expanding through mergers and focusing on CTV while navigating competition and privacy changes - On **April 1, 2020**, the company completed a stock-for-stock merger with **Telaria, Inc.**, creating what is believed to be the **world's largest independent sell-side advertising platform**[20](index=20&type=chunk) - On **February 4, 2021**, Magnite entered into an agreement to acquire **SpotX, Inc.** for **$560 million** in cash and **14 million shares** of common stock, expected to create the **largest independent CTV and video advertising platform**[21](index=21&type=chunk) - The **COVID-19 pandemic** negatively affected revenue in the **first half of 2020** due to reduced advertising budgets, but trends improved significantly in the **third and fourth quarters** with a return to positive growth[26](index=26&type=chunk) - The company is actively developing and supporting open identity solutions through **Prebid.org** and other industry initiatives to address the elimination of **third-party cookies** by major platforms like Google and Apple[40](index=40&type=chunk) Revenue by Channel (2020) | Channel | Revenue (in thousands) | Percentage of Total | | :--- | :--- | :--- | | CTV | $ 34,319 | 15% | | Desktop | $ 78,956 | 36% | | Mobile | $ 108,353 | 49% | | **Total** | **$ 221,628** | **100%** | [Risk Factors](index=18&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from the SpotX acquisition, ongoing COVID-19 impacts, intense competition, evolving data privacy regulations, and reliance on key buyers - The completion of the **SpotX acquisition** is subject to customary closing conditions, including regulatory approvals, and failure to complete it could materially adversely affect the company's stock price and financial condition[110](index=110&type=chunk)[111](index=111&type=chunk) - The **COVID-19 pandemic** has adversely affected economies and caused advertisers to reduce budgets, directly impacting the company's revenue, with its duration and severity remaining highly uncertain[126](index=126&type=chunk)[127](index=127&type=chunk)[129](index=129&type=chunk) - The industry's move to phase out **third-party cookies by 2022** poses a significant risk, as the development and adoption of new identity solutions may disrupt the ecosystem and cause platform performance to decline[174](index=174&type=chunk) - Evolving and stringent data privacy laws, such as the **GDPR** in Europe and the **CCPA/CPRA** in California, create significant compliance costs and risks of enforcement actions, which could adversely affect the business model[176](index=176&type=chunk)[178](index=178&type=chunk)[181](index=181&type=chunk) - The company relies on a concentrated number of buyers, with **two buyers** indirectly contributing to approximately **40% of revenue** in 2020, making the company vulnerable if these relationships are reduced[204](index=204&type=chunk) [Unresolved Staff Comments](index=42&type=section&id=Item%201B.%20Unresolved%20Staff%20Comments) The company reports no unresolved staff comments from the Securities and Exchange Commission - None[262](index=262&type=chunk) [Properties](index=42&type=section&id=Item%202.%20Properties) The company's corporate headquarters are in Los Angeles, with a new lease commencing in May 2021, and it maintains additional global offices and data centers - Corporate headquarters are located in **Los Angeles, California**, with a new lease for **38,754 square feet** beginning in **May 2021** and expiring in **April 2031**[263](index=263&type=chunk)[264](index=264&type=chunk) - The company maintains **two offices in New York** with leases expiring in **2029** and **2030**, along with additional facilities in North America, South America, Europe, Australia, and Asia[264](index=264&type=chunk)[265](index=265&type=chunk) [Legal Proceedings](index=43&type=section&id=Item%203.%20Legal%20Proceedings) The company is involved in routine legal proceedings but anticipates no material adverse effect on its financial condition as of December 31, 2020 - The company is subject to routine legal proceedings but does not believe any pending matters will have a **material adverse effect** on its financial condition as of **December 31, 2020**[266](index=266&type=chunk) [Mine Safety Disclosures](index=43&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company's business - Not applicable[268](index=268&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=44&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) Magnite's common stock moved to Nasdaq in June 2020, and the company has never paid or anticipates paying dividends in the foreseeable future - On **June 8, 2020**, the company voluntarily delisted from the **NYSE** and began trading on **The Nasdaq Global Select Market**, changing its name to **Magnite, Inc.** and its ticker symbol to **'MGNI'** on **June 30, 2020**[270](index=270&type=chunk) - The company has never declared or paid any cash dividends and does not plan to in the foreseeable future, with its credit facility also containing restrictions on dividend payments[272](index=272&type=chunk) [Selected Financial Data](index=45&type=section&id=Item%206.%20Selected%20Financial%20Data) Selected financial data shows revenue growth to **$221.6 million** in 2020, alongside a widened net loss of **$53.4 million**, with total assets significantly increasing to **$939.0 million** due to the Telaria merger Selected Financial Data (in thousands) | Metric | 2020 | 2019 | 2018 | | :--- | :--- | :--- | :--- | | Revenue | $221,628 | $156,414 | $124,685 | | Loss from operations | $(54,234) | $(27,583) | $(63,608) | | Net loss | $(53,432) | $(25,478) | $(61,822) | | Total assets | $938,960 | $395,120 | $360,012 | | Total liabilities | $557,347 | $283,184 | $241,999 | [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=47&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses a **42%** revenue increase to **$221.6 million** in 2020, a widened net loss of **$53.4 million** due to merger costs, and strong liquidity with **$117.7 million** in cash Results of Operations (in thousands) | | 2020 | 2019 | | :--- | :--- | :--- | | Revenue | $221,628 | $156,414 | | Loss from operations | $(54,234) | $(27,583) | | Net loss | $(53,432) | $(25,478) | | Adjusted EBITDA | $43,065 | $25,694 | - Revenue increased by **$65.2 million (42%)** in 2020, primarily due to the **Telaria merger** which contributed **$60.1 million**, with overall growth significantly impacted by the **COVID-19 pandemic**[308](index=308&type=chunk) - Total expenses increased by **50%** to **$275.9 million** in 2020, driven by costs from the **Telaria merger**, including a **$31.5 million** increase in sales and marketing (including amortization of acquired intangibles) and **$17.6 million** in merger and restructuring costs[306](index=306&type=chunk)[316](index=316&type=chunk)[326](index=326&type=chunk) - The company's principal sources of liquidity are **$117.7 million** in cash and cash equivalents and a **$60.0 million** revolving credit facility, which management believes is sufficient to meet working capital needs for at least the next twelve months[338](index=338&type=chunk)[339](index=339&type=chunk)[341](index=341&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=63&type=section&id=Item%207A.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is exposed to market risks including interest rate, foreign currency exchange, and inflation, with foreign currency risk potentially leading to a **$3.1 million** loss from a **10%** adverse change - The company's primary market risks are **interest rate**, **foreign exchange**, and **inflation**[385](index=385&type=chunk) - Foreign currency risk is present due to operations in currencies other than the U.S. Dollar, where a hypothetical **10% adverse change** in foreign exchange rates would result in a foreign currency loss of approximately **$3.1 million**[387](index=387&type=chunk) - Interest rate risk is minimal as cash and investments have short maturities, and the variable-rate credit facility had no outstanding balance at year-end[386](index=386&type=chunk) [Financial Statements and Supplementary Data](index=65&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements for 2020 and the independent auditor's unqualified opinion, excluding Telaria from internal control assessment Consolidated Balance Sheet Data (in thousands) | | Dec 31, 2020 | Dec 31, 2019 | | :--- | :--- | :--- | | **Assets** | | | | Cash and cash equivalents | $117,676 | $88,888 | | Accounts receivable, net | $471,666 | $217,571 | | Goodwill | $158,125 | $7,370 | | **Total Assets** | **$938,960** | **$395,120** | | **Liabilities & Equity** | | | | Accounts payable and accrued expenses | $509,315 | $259,439 | | **Total Liabilities** | **$557,347** | **$283,184** | | **Total Stockholders' Equity** | **$381,613** | **$111,936** | Consolidated Statement of Operations Data (in thousands) | | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | | :--- | :--- | :--- | | Revenue | $221,628 | $156,414 | | Total expenses | $275,862 | $183,997 | | Loss from operations | $(54,234) | $(27,583) | | Net loss | $(53,432) | $(25,478) | Consolidated Statement of Cash Flows Data (in thousands) | | Year Ended Dec 31, 2020 | Year Ended Dec 31, 2019 | | :--- | :--- | :--- | | Net cash (used in) provided by operating activities | $(12,065) | $31,983 | | Net cash provided by (used in) investing activities | $32,636 | $(23,388) | | Net cash provided by (used in) financing activities | $7,354 | $(205) | | Change in cash, cash equivalents and restricted cash | $28,843 | $8,436 | [Changes in and Disagreements with Accountants on Accounting and Financial Disclosure](index=109&type=section&id=Item%209.%20Changes%20in%20and%20Disagreements%20with%20Accountants%20on%20Accounting%20and%20Financial%20Disclosure) The company reports no changes in or disagreements with its accountants on accounting and financial disclosure - None[605](index=605&type=chunk) [Controls and Procedures](index=109&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that disclosure controls and internal control over financial reporting were effective as of December 31, 2020, with Telaria's controls still being integrated - Management concluded that disclosure controls and procedures were effective at a reasonable assurance level as of **December 31, 2020**[606](index=606&type=chunk) - The assessment of internal control over financial reporting excluded the recently acquired **Telaria, Inc.**, which represented **25% of the company's revenue** and **25% of total assets** for the year ended **December 31, 2020**[608](index=608&type=chunk)[611](index=611&type=chunk) - Based on its evaluation, management concluded that the company's internal control over financial reporting was effective as of **December 31, 2020**[612](index=612&type=chunk) [Other Information](index=110&type=section&id=Item%209B.%20Other%20Information) The company reports no other information for this item - None[613](index=613&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=110&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) Information regarding directors, executive officers, and corporate governance is incorporated by reference from the 2021 Proxy Statement - Information is incorporated by reference from the **2021 Proxy Statement**[614](index=614&type=chunk) [Executive Compensation](index=111&type=section&id=Item%2011.%20Executive%20Compensation) Information regarding executive compensation is incorporated by reference from the 2021 Proxy Statement - Information is incorporated by reference from the **2021 Proxy Statement**[616](index=616&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=111&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) Information regarding security ownership is incorporated by reference from the 2021 Proxy Statement - Information is incorporated by reference from the **2021 Proxy Statement**[617](index=617&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=111&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) Information regarding related party transactions and director independence is incorporated by reference from the 2021 Proxy Statement - Information is incorporated by reference from the **2021 Proxy Statement**[618](index=618&type=chunk) [Principal Accountant Fees and Services](index=111&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) Information regarding principal accountant fees and services is incorporated by reference from the 2021 Proxy Statement - Information is incorporated by reference from the **2021 Proxy Statement**[619](index=619&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=112&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists consolidated financial statements and an index of exhibits filed with the Form 10-K, with no separate financial statement schedules provided - This section lists the consolidated financial statements and an index of all exhibits filed with the **Form 10-K**[620](index=620&type=chunk)[622](index=622&type=chunk) - No financial statement schedules are provided because the information is not required or is included in the financial statements or notes[621](index=621&type=chunk) [Form 10-K Summary](index=114&type=section&id=Item%2016.%20Form%2010-K%20Summary) The company reports no Form 10-K summary - None[625](index=625&type=chunk)

Magnite Financial Highlights Qú ù÷ù÷ November Ā, ù÷ù÷ CONFIDENTIAL | © MAGNITE Safe Harbor FORWARD-LOOKING STATEMENTS This presentation and management's prepared remarks during the conference call referred to above include, and management's answers to questions during the conference call may include, forward-looking statements, including statements based upon or relating to our expectations, assumptions, estimates, and projections. In some cases, you can identify forward-looking statements by terms such as ...

Magnite, Inc. (NASDAQ:MGNI) Q3 2020 Earnings Conference Call November 9, 2020 4:30 PM ET Company Participants Nick Kormeluk ??? Head of Investor Relations Michael Barrett ??? Chief Executive Officer David Day ??? Chief Financial Officer Tom Kershaw ??? Chief Technology Officer Conference Call Participants Jason Kreyer ??? Craig-Hallum Laura Martin ??? Needham Shweta Khajuria ??? RBC Capital Markets Lee Krowl ??? B. Riley Securities Matthew Thornton ??? Truist Securities Michael Newton ??? Stephens Operator ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 10-Q __________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number: 001-36384 __________________ MAGNITE, INC. ...

Magnite Financial Highlights Qù ù÷ù÷ August ø÷, ù÷ù÷ CONFIDENTIAL | © MAGNITE Safe Harbor FORWARD-LOOKING STATEMENTS This presentation and management's prepared remarks during the conference call and management's answers to questions during the conference call may include, forward-looking statements, including statements based upon or relating to our expectations, assumptions, estimates, and projections. In some cases, you can identify forward-looking statements by terms such as "may," "might," "will," "obj ...

Magnite, Inc. (NASDAQ:MGNI) Q2 2020 Earnings Conference Call August 10, 2020 4:30 PM ET Company Participants Nick Kormeluk ??? Head of Investor Relations Michael Barrett ??? Chief Executive Officer David Day ??? Chief Financial Officer Tom Kershaw ??? Chief Technology Officer Conference Call Participants Lee Krowl ??? B. Riley FBR Jason Kreyer ??? Craig-Hallum Matt Thornton ??? Truist Securities Chris Sakai ??? Singular Research Operator Good afternoon, and welcome to the Magnite Second Quarter 2020 Earning ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 10-Q __________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number: 001-36384 __________________ MAGNITE, INC. (Exac ...

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 __________________ FORM 10-Q __________________ (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2020 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _____________ to _____________ Commission File Number: 001-36384 __________________ THE RUBICON PROJEC ...

Part I [Business](index=6&type=section&id=Item%201.%20Business) The company provides a technology platform for programmatic advertising and is pursuing growth through a merger with Telaria - The company provides a technology solution to automate the purchase and sale of digital advertising inventory for buyers and sellers[20](index=20&type=chunk) - Revenue is generated via a **take rate** on advertising spend, which was **14.0% in 2019**[25](index=25&type=chunk)[57](index=57&type=chunk) - A stock-for-stock merger with Telaria, Inc was announced to create a leading sell-side platform focused on **Connected TV (CTV)**[31](index=31&type=chunk)[32](index=32&type=chunk) - Strategic focus on high-growth areas saw **mobile revenue grow 34%** to $88 million and **video revenue grow 43%** to $29 million in 2019[36](index=36&type=chunk)[259](index=259&type=chunk) - The business is subject to evolving data privacy regulations like **GDPR and CCPA**, which became effective in January 2020[73](index=73&type=chunk)[76](index=76&type=chunk)[78](index=78&type=chunk) [Risk Factors](index=16&type=section&id=Item%201A.%20Risk%20Factors) The company faces significant risks from its Telaria merger, competitive pressures, and evolving privacy regulations - Significant risks exist regarding the **proposed merger with Telaria**, including potential integration failure and not achieving expected benefits[85](index=85&type=chunk)[88](index=88&type=chunk) - The shift to a **higher-volume, lower-cost business model** may not succeed without a substantial increase in transaction volume[102](index=102&type=chunk)[104](index=104&type=chunk)[105](index=105&type=chunk) - The digital advertising market is **intensely competitive**, dominated by large companies like Google, Facebook, and Amazon[131](index=131&type=chunk)[132](index=132&type=chunk) - Evolving **privacy laws (GDPR, CCPA)** and ad-blocking tools could diminish the value of the company's advertising solutions[135](index=135&type=chunk)[137](index=137&type=chunk)[143](index=143&type=chunk) - The business is vulnerable to the loss of major buyers, as **two buyers indirectly accounted for 37% of 2019 revenue**[169](index=169&type=chunk)[171](index=171&type=chunk) [Properties](index=42&type=section&id=Item%202.%20Properties) The company leases its corporate headquarters in Los Angeles and other key office and data center locations globally - Corporate headquarters are in a **47,000 square foot leased space** in Los Angeles, with the lease expiring in 2021[240](index=240&type=chunk) - The company leases other key offices, including a **15,000 square foot space in New York**, and data centers globally[240](index=240&type=chunk) [Legal Proceedings](index=42&type=section&id=Item%203.%20Legal%20Proceedings) The company faces a stockholder complaint challenging the proposed merger with Telaria, which it deems without merit - A complaint was filed by a Telaria stockholder challenging the proposed merger, alleging **violations of the Exchange Act**[243](index=243&type=chunk) - The company believes the **claims in the merger-related complaint are without merit**[243](index=243&type=chunk) Part II [Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities](index=44&type=section&id=Item%205.%20Market%20for%20Registrant's%20Common%20Equity%2C%20Related%20Stockholder%20Matters%20and%20Issuer%20Purchases%20of%20Equity%20Securities) The company's common stock trades on the NYSE under "RUBI," and it does not currently pay dividends or have a repurchase plan - The company's common stock trades on the **NYSE under the symbol "RUBI"**[246](index=246&type=chunk) - The company has **never paid dividends** and does not anticipate doing so, partly due to credit facility restrictions[248](index=248&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=45&type=section&id=Item%207.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Fiscal 2019 saw a 25% revenue increase to $156.4M and a return to positive Adjusted EBITDA, driven by higher ad spend and take rates **Key Financial Performance (2019 vs. 2018)** | Metric | 2019 | 2018 | Change | | :--- | :--- | :--- | :--- | | **Revenue** | $156.4M | $124.7M | +25% | | **Advertising Spend** | $1,117.3M | $992.1M | +13% | | **Net Loss** | ($25.5M) | ($61.8M) | +59% | | **Adjusted EBITDA** | $25.7M | ($11.2M) | Favorable | | **Take Rate** | 14.0% | 12.6% | +140 bps | - Revenue growth was driven by increased ad spend and a **higher take rate** resulting from seller pricing improvements[256](index=256&type=chunk) - The company is focused on **Supply Path Optimization (SPO)** to consolidate buyer spending and drive ad spend growth[257](index=257&type=chunk) - **Cash from operations was $32.0 million** in 2019, a significant improvement from a $22.7 million use of cash in 2018[317](index=317&type=chunk)[319](index=319&type=chunk) [Financial Statements and Supplementary Data](index=65&type=section&id=Item%208.%20Financial%20Statements%20and%20Supplementary%20Data) This section presents the company's audited consolidated financial statements and accompanying notes for fiscal years 2019 and 2018 **Consolidated Statement of Operations Highlights (in thousands)** | Line Item | 2019 | 2018 | | :--- | :--- | :--- | | **Revenue** | $156,414 | $124,685 | | **Total Expenses** | $183,997 | $188,293 | | **Loss from Operations** | ($27,583) | ($63,608) | | **Net Loss** | ($25,478) | ($61,822) | | **Net Loss Per Share** | ($0.48) | ($1.23) | **Consolidated Balance Sheet Highlights (in thousands)** | Line Item | Dec 31, 2019 | Dec 31, 2018 | | :--- | :--- | :--- | | **Cash and cash equivalents** | $88,888 | $80,452 | | **Total Current Assets** | $313,050 | $300,541 | | **Total Assets** | $395,120 | $360,012 | | **Total Current Liabilities** | $267,499 | $240,982 | | **Total Liabilities** | $283,184 | $241,999 | | **Total Stockholders' Equity** | $111,936 | $118,013 | **Consolidated Statement of Cash Flows Highlights (in thousands)** | Line Item | 2019 | 2018 | | :--- | :--- | :--- | | **Net cash provided by (used in) operating activities** | $31,983 | ($22,686) | | **Net cash provided by (used in) investing activities** | ($23,388) | $27,947 | | **Net cash used in financing activities** | ($205) | ($1,279) | | **Change in cash, cash equivalents and restricted cash** | $8,436 | $3,810 | [Controls and Procedures](index=104&type=section&id=Item%209A.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls, procedures, and internal controls were effective as of year-end 2019 - The CEO and CFO concluded that the company's **disclosure controls and procedures were effective** as of December 31, 2019[518](index=518&type=chunk) - Management concluded that **internal control over financial reporting was effective** based on the COSO framework[521](index=521&type=chunk) Part III [Directors, Executive Officers and Corporate Governance](index=106&type=section&id=Item%2010.%20Directors%2C%20Executive%20Officers%20and%20Corporate%20Governance) This section details the company's board of directors, executive officers, and corporate governance framework - The board of directors consists of **seven members**, including Chairman Frank Addante and CEO Michael G. Barrett[526](index=526&type=chunk)[527](index=527&type=chunk) - The executive team includes the **CEO, CFO, and CTO**, along with other key leaders in legal, revenue, and accounting[538](index=538&type=chunk) - The board has determined that **five of its seven directors are independent** under SEC and NYSE rules[681](index=681&type=chunk) [Executive Compensation](index=111&type=section&id=Item%2011.%20Executive%20Compensation) Executive compensation includes salary, cash incentives, and equity, with 2019 incentive payouts at 118.3% of target - For 2019, there were **no changes to base salaries or target cash incentive opportunities** for named executive officers (NEOs)[559](index=559&type=chunk) - The 2019 annual cash incentive payout was **118.3% of target**, based on revenue and adjusted EBITDA less capex goals[581](index=581&type=chunk)[584](index=584&type=chunk) **2019 Named Executive Officer Compensation** | Name | Position | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | Total ($) | | :--- | :--- | :--- | :--- | :--- | :--- | :--- | | Michael Barrett | President and CEO | 515,000 | 1,799,000 | 883,827 | 609,503 | 3,813,065 | | David Day | Chief Financial Officer | 400,000 | 924,960 | 454,019 | 307,710 | 2,115,229 | | Thomas Kershaw | Chief Technology Officer | 425,000 | 1,028,280 | 504,779 | 325,463 | 2,289,257 | - The company maintains **executive officer equity ownership guidelines**, requiring the CEO to hold 5x base salary in equity[599](index=599&type=chunk)[600](index=600&type=chunk) [Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters](index=118&type=section&id=Item%2012.%20Security%20Ownership%20of%20Certain%20Beneficial%20Owners%20and%20Management%20and%20Related%20Stockholder%20Matters) BlackRock, Inc is the largest institutional shareholder (6.3%), while directors and officers as a group own 8.1% - As of February 23, 2020, **BlackRock, Inc was the only beneficial owner of more than 5%**, holding 6.3% of common stock[671](index=671&type=chunk)[673](index=673&type=chunk) - All current executive officers and directors as a group beneficially owned **8.1% of the outstanding common stock**[673](index=673&type=chunk) - As of December 31, 2019, **5,672,260 securities remained available for future issuance** under equity compensation plans[661](index=661&type=chunk) [Certain Relationships and Related Transactions, and Director Independence](index=122&type=section&id=Item%2013.%20Certain%20Relationships%20and%20Related%20Transactions%2C%20and%20Director%20Independence) The company had no related person transactions in 2019 and confirms that a majority of its board members are independent - The company has a formal policy for the audit committee to review and approve **related person transactions exceeding $100,000**[678](index=678&type=chunk) - **No transactions requiring disclosure** under this policy have occurred since January 1, 2019[676](index=676&type=chunk) - The Board of Directors has determined that **a majority of its members are independent directors**[681](index=681&type=chunk) [Principal Accountant Fees and Services](index=123&type=section&id=Item%2014.%20Principal%20Accountant%20Fees%20and%20Services) This section details fees paid to the principal accountant, Deloitte & Touche LLP, which were pre-approved by the audit committee **Accountant Fees (2019 vs. 2018)** | Firm | Fee Category | 2019 | 2018 | | :--- | :--- | :--- | :--- | | **Deloitte & Touche LLP** | Audit Fees | $932,775 | $812,516 | | | Audit-Related Fees | $325,289 | $0 | | | **Total** | **$1,261,854** | **$816,306** | | **PwC** | Audit Fees | $0 | $292,200 | | | Audit-Related Fees | $0 | $44,000 | | | **Total** | **$0** | **$340,743** | - The audit committee has policies for **pre-approving all audit and non-audit services**, and all 2019 and 2018 services were pre-approved[687](index=687&type=chunk)[691](index=691&type=chunk) Part IV [Exhibits, Financial Statement Schedules](index=125&type=section&id=Item%2015.%20Exhibits%2C%20Financial%20Statement%20Schedules) This section lists all documents filed with the Form 10-K, including the Telaria merger agreement and other material contracts - This section contains the **index of all exhibits** filed with the 10-K, including material contracts and corporate governance documents[694](index=694&type=chunk) - Key exhibits include the **Agreement and Plan of Merger with Telaria, Inc**, equity plans, and loan agreements[694](index=694&type=chunk)[695](index=695&type=chunk)