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, Magnite, Inc. (the "Company") announced that Shawna Hughes had
been appointed as interim Chief Accounting Officer ("CAO") of the Company,
effective as of June 1, 2020. Ms. Hughes's appointment as interim CAO was
previously disclosed in the Company's Form 8-K filed with the Securities and
Exchange Commission on May 27, 2020. On July 30, 2020, the Company appointed Ms.
Hughes as the Company's permanent Chief Accounting Officer, effective August 3,
2020.
As previously disclosed, Ms. Hughes, age 43, 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 in addition to her role as the
interim CAO. 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 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.
In conjunction with her appointment, on August 3, 2020, the Company granted Ms.
Hughes a one-time equity award (the "Award") comprised of (i) 66,863 restricted
stock units and (ii) options to purchase 46,923 shares of the Company's common
stock at an exercise price of $6.29. The Award will vest over four years on the
Company's standard vesting terms. Ms. Hughes has no family relationship with any
director or executive officer of the Company and 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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