Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. On May 20, 2020, Blima Tuller tendered her resignation as Chief Accounting Officer of The Rubicon Project, Inc. (the "Company"). Ms. Tuller's resignation will be effective as of June 1, 2020. Ms. Tuller will remain employed by the Company to support the transition of accounting and financial reporting responsibilities though August 15, 2020. On May 20, 2020, the Company appointed Shawna Hughes as interim Chief Accounting Officer of the Company, effective as of June 1, 2020. Ms. Hughes, age 42, joined the Company in December 2015. From July 2018 through the closing of the Company's merger with Telaria, Inc., she served as Head of Global Human Resources and, following the merger, she has served as Integration Lead of the Company. From 2015 to 2018, she served as Vice President of People Operations. Prior to joining the Company, from June 2007 to November 2015, Ms. Hughes served in the roles of Senior Director of International Accounting (International Controller), Senior Director of Revenue and Financial Systems, and Director of Diversity and Inclusion at Concur Technologies, Inc. Prior to that, Ms. Hughes served as a Support Manager at Microsoft. Ms. Hughes Ms. Hughes holds a Bachelor of Science in International Business from George Fox University and a Master of Accounting from the University of Notre Dame and is a Certified Public Accountant. Ms. Hughes has no family relationship with any director or executive officer of the Company. Ms. Hughes has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

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