MAGNITE, INC. Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
On February 7, 2020 , The Rubicon Project, Inc. ("Rubicon Project ") filed
Amendment No. 1 to Form S-4 Registration Statement (the "Form S-4") which
contained certain disclosures regarding the compensation of Rubicon Project's
named executive officers. At the time of such filing, the compensation committee
of Rubicon Project had not yet determined the 2019 cash bonus amounts to be paid
to Rubicon Project's named executive officers. The compensation committee has
now approved the 2019 cash bonus amounts for Rubicon Project's named executive
officers. In accordance with applicable rules of the Securities and Exchange
Commission ("SEC"), this Form 8-K is being filed to update certain disclosures
previously included in the Form S-4 to reflect the actual cash bonus amounts
paid or to be paid to named executive officers for 2019.
Summary Compensation Table - 2019
The following table describes the 2019, 2018 and 2017 compensation provided to our named executive officers.Mr. Soroca andMr. Prusz were not named executive officers ofRubicon Project prior to 2019; thus, pursuant toSEC guidance, we have only included compensation information for them for 2019. This table has been updated from the Summary Compensation Table included in the Form S-4 to reflect the total annual bonuses paid to the named executive officers for 2019. Non-Equity Incentive Stock Plan All Other Name and Principal Awards Option Awards Compensation Compensation Position Year Salary ($) Bonus ($) ($)(1 ) ($)(1 ) ($)(2 ) ($) Total ($) Michael Barrett 2019 515,000 - 1,799,000 883,827 609,503 5,735(3) 3,813,065 President and CEO 2018 515,000 - 689,500 327,468 515,000 5,006 2,051,974 2017 407,708(4) - 6,375,000 2,110,085 315,037 1,728 9,209,558 David Day 2019 400,000 - 924,960 454,019 307,710 28,540(5) 2,115,229 Chief Financial Officer 2018 400,000 100,000(6) 334,108 45,646
260,000 28,571 1,168,325
2017 402,520(7) 100,000(6) 227,420 103,379 190,747 15,550 1,039,616
Thomas Kershaw 2019 425,000 - 1,028,280 504,779 325,463 5,735(8) 2,289,257
Chief Technology
Officer 2018 425,000 150,000(9) 675,189 94,602 275,000 5,650 1,625,441
2017 425,000 150,000(9) 616,835 214,256 211,763 1,832 1,619,686
Adam Soroca(10) 2019 325,000 - 772,440 377,879 266,288 7,682(11) 1,749,289
Head of Global
Buyer Team
Joseph Prusz(12) 2019 325,000 - 639,600 313,019 266,288 135(13) 1,544,042
Chief Revenue
Officer
(1) In accordance with the rules of the
aggregate grant date fair value of the stock awards and option awards granted
to the named executive officer during the applicable fiscal year computed in
accordance with ASC 718.
and related underlying assumptions for awards granted in 2019 are described
in Note 2 "Organization and Summary of Significant Accounting
Policies-Stock-Based Compensation" and Note 13 "Stock-Based Compensation" to
the Consolidated Financial Statements in
Form 10-K for the year ended
prior to 2019 are set forth in the corresponding notes in the Annual Report
on Form 10-K for the applicable fiscal year). The reported amounts do not
necessarily reflect the value that may be realized by the executive with
respect to the awards, which will depend on future changes in stock value and
may be more or less than the amount shown.
(2) Cash incentive amounts earned by the named executive officers for service
during the year, including amounts paid subsequent to that year based upon
performance during that year. The compensation committee determined that for
the full year of 2019, we achieved revenue of
EBITDA less capex of
of 118.3% pursuant to the annual incentive program for the named executive
officers for 2019 as described in "2019 Executive and Director
Compensation-Rubicon Project Compensation Discussion and Analysis" section of
the Form S-4 under the heading "Annual Performance-Based Cash Awards." As
described in such section, each named executive officer was paid a portion of
his annual bonus in
the year. The final 2019 award for each executive, which appears in the table
above, will be paid in
paid to the named executive officer for the first half of 2019).
(3) Represents
insurance premiums.
(4)
(5) Represent
insurance premiums and
(6) Represents a
(7)
with his appointment as permanent Chief Financial Officer. This amount
represents 10.2 months of base salary at an annual rate of
months of base salary at an annual rate of
in supplemental compensation for service as Interim Chief Financial Officer
for 2017 through his appointment as permanent Chief Financial Officer on
February 22, 2017 .
(8) Represents
insurance premiums.
(9) Represents a
(10)
2019.
(11) Represents
insurance premiums, and
contributions.
(12)
2019.
(13) Represents
CEO Pay-Ratio Disclosure
Pursuant to the Exchange Act, we are required to disclose the ratio of the total annual compensation of our President and CEO,Michael Barrett , to the median of the total annual compensation of all of our employees (excluding our CEO). Based onSEC rules for this disclosure and applying the methodology described above, we have determined that our CEO's total compensation for 2019 was$3,813,065 , and the median of the total 2019 compensation of all of our employees (excluding our CEO) was$134,169 . Accordingly, we estimate the ratio of our CEO's total compensation for 2019 to the median of the total 2019 compensation of all of our employees (excluding our CEO) to be 28.4 to 1. We identified the median employee by taking into account the annualized total cash compensation for 2019 for all individuals, excluding our CEO, who were employed by us or one of our affiliates onDecember 31, 2019 . We included all employees, whether employed on a full-time or part-time basis. We did not make any assumptions, adjustments or estimates with respect to their total cash compensation for 2019, but we did annualize the compensation for any employees who were not employed by us for all of 2019. We believe total cash compensation for all employees is an appropriate measure because we do not distribute annual equity awards to all employees.
Once the median employee was identified as described above, that employee's total annual compensation for 2019 was determined using the same rules that apply to reporting the compensation of our named executive officers (including our CEO) in the "Total" column of the Summary Compensation Table. The total compensation amounts included in the first paragraph of this pay-ratio disclosure were determined based on that methodology.
© Edgar Online, source
