Item 5.02.Departure of Directors or Principal Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 19, 2022, DoubleVerify Holdings, Inc. (the "Company") announced that Matthew McLaughin, Chief Operating Officer, will step down from his current role effective as of March 31, 2022. After this date, Mr. McLaughlin will serve the Company in a special advisory capacity through July 1, 2022.

On January 14, 2022, the Company and a Company subsidiary entered into an Executive Transition and Separation Agreement and General Release of All Claims (collectively, the "Transition Agreement") with Mr. McLaughlin. Under the Transition Agreement, Mr. McLaughlin will remain employed in his current role through March 31, 2022, and, thereafter, will remain employed by the Company on a full-time basis in a special advisory capacity and continue to receive his base salary and benefits through July 1, 2022. Following his termination of employment, Mr. McLaughlin will receive severance benefits consistent with those set forth in his Employment Agreement, dated as of December 31, 2020 (the "Employment Agreement"), a copy of which has been previously filed with the Securities and Exchange Commission, except that his base salary continuation and medical benefit subsidy will be provided for fifteen months following his termination rather than twelve months as provided under the Employment Agreement. Pursuant to the Transition Agreement, Mr. McLaughlin's termination of employment will be considered involuntary for purposes of the vesting of the Company restricted stock units he was granted on December 27, 2020, which will vest in full subject to this continued employment through July 1, 2022.

The foregoing description of the Transition Agreement is not complete and is qualified in its entirety by reference to the Transition Agreement, which is filed as an exhibit hereto and is incorporated herein by reference.

The Company announced the resignation of Mr. McLaughlin in its January 19, 2022 press release. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d) Exhibits




Exhibit Number Description
10.1             Executive Transition and Separation Agreement dated January 14,
               2022.*
10.2             General Release of All Claims dated January 14, 2022.
99.1             Press Release dated January 19, 2022.
104            Cover Page to this Current Report on Form 8-K in Inline XBRL.

* Exhibits omitted pursuant to Item 601(a)(5) of Regulation S-K. Copies of any omitted exhibit will be furnished to the SEC upon request.

© Edgar Online, source Glimpses