magnite_proxy

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )


Filed by the Registrant	☒
Filed by a Party other than the Registrant	☐

Check the appropriate box:

☐Preliminary Proxy Statement

☐Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒Definitive Proxy Statement

☐Definitive Additional Materials

☐Soliciting Material under §240.14a-12

MAGNITE, INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒No fee required.

☐Fee paid previously with preliminary materials

☐Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

Magnite, Inc.
1250 Broadway, 9^th Floor
New York, New York 10001

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8, 2026

The annual meeting of stockholders of Magnite, Inc. (the “Company”) will be held on Monday, June 8, 2026, at 12:00 p.m. Eastern time, to consider and act upon the matters described below. This year’s annual meeting will be a virtual meeting held via live audio webcast on the Internet. You will be able to attend the annual meeting, view the list of our registered stockholders, vote and submit your questions during the meeting by visiting https://edge.media-server.com/mmc/p/mxrvvt7t and entering the control number included on the Notice of Internet Availability or the proxy card or voting instruction form (if you received a printed copy of the proxy materials) that you receive. Beneficial owners should review the proxy materials and their voting instruction form or Notice of Internet Availability for information about how to vote in advance of and how to participate in the meeting. You will not be able to attend the annual meeting in person.

1.Election of the three Class III directors named in the proxy statement to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified.

2.Ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year.

3.Approval, on an advisory basis, of the compensation of the Company’s named executive officers.

4.Advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers.

5.Transaction of such other business as may properly come before the meeting or any postponement or adjournment thereof.

Stockholders of record at the close of business on April 10, 2026 will be entitled to notice of and to vote at the meeting or any postponements or adjournments thereof.

WHETHER OR NOT YOU EXPECT TO ATTEND THE ANNUAL MEETING ONLINE, IN ORDER TO ENSURE REPRESENTATION OF YOUR SHARES, PLEASE VOTE AS PROMPTLY AS POSSIBLE. YOU ARE URGED TO SUBMIT YOUR PROXY OR VOTING INSTRUCTIONS ELECTRONICALLY OR BY TELEPHONE BY FOLLOWING THE INSTRUCTIONS ON YOUR NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS OR, IF YOU RECEIVED A PRINTED COPY OF THE PROXY MATERIALS, ON YOUR PROXY CARD OR VOTING INSTRUCTION FORM. IF YOU REQUESTED A PRINTED COPY OF YOUR PROXY MATERIALS, YOU MAY ALSO VOTE BY MAIL BY SIGNING, DATING, AND RETURNING YOUR PROXY CARD OR VOTING INSTRUCTION FORM IN THE PRE-PAID ENVELOPE PROVIDED. VOTING IN ADVANCE VIA PROXY WILL NOT LIMIT YOUR RIGHT TO CHANGE YOUR VOTE OR TO ATTEND THE ANNUAL MEETING ONLINE.


	By Order of the Board of Directors,

	Aaron Saltz Chief Legal Officer

New York, New York
April 21, 2026

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements, including statements that are subject to substantial risks and uncertainties and are based upon or related to our expectations, assumptions, estimates, and projections. In some cases, you can identify forward-looking statements by terms such as “may,” “might,” “will,” “objective,” “intend,” “should,” “could,” “can,” “would,” “expect,” “believe,” “design,” “anticipate,” “estimate,” “predict,” “potential,” “plan” or the negative of these terms, and similar expressions. All statements other than statements of historical fact included in the proxy statement are forward-looking statements, and may include, but are not limited to, statements concerning acquisitions by the Company; key strategic objectives; our corporate responsibility strategy and initiatives; and other statements about Magnite’s board of directors, corporate governance practices, executive compensation program and equity compensation utilization. These statements are not guarantees of future performance; they reflect our current views with respect to future events and are based on assumptions and estimates and subject to known and unknown risks, uncertainties and other factors that may cause our actual results, performance, achievements or outcomes to be materially different than those expressed, projected or implied by these forward-looking statements. Any standards of measurement and performance made in reference to our corporate responsibility plans and goals are developing and based on assumptions, and no assurance can be given that any such plan, outcome, initiative, projection, goal, commitment, expectation, or prospect can or will be achieved.

Such risks, uncertainties and additional factors that could cause our actual results or outcomes to differ materially from those anticipated by our forward-looking statements include those described throughout our 2025 Annual Report on Form 10-K, particularly under the headings “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and in other subsequent documents we file with the Securities and Exchange Commission. Unless required by federal securities laws, we expressly disclaim any obligation to update or alter any of these forward-looking statements, or to update the reasons actual results or outcomes could differ materially from those anticipated, to reflect new circumstances, future events or new information that occur after the date the statements are made. Given these risks and uncertainties, investors should not place undue reliance on these forward-looking statements.

Readers should carefully review this proxy statement and the documents that we have filed or will file with the SEC that disclose risks and uncertainties that may affect our business.

Website References. Website references throughout this document are provided for convenience only, and the content on the referenced websites is not incorporated by reference into this proxy statement and does not constitute a part of this proxy statement.

Magnite, Inc.
1250 Broadway, 9^th Floor
New York, New York 10001

PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON JUNE 8, 2026

This proxy statement is provided in connection with the solicitation of proxies by the board of directors (the “board of directors” or “board”) of Magnite, Inc. (the “Company” or “Magnite”) for use at Magnite’s annual meeting of stockholders to be held on Monday, June 8, 2026 at 12:00 p.m. Eastern time, and at any postponements or adjournments thereof (the “Annual Meeting”). The Annual Meeting will be a virtual meeting held via live audio webcast on the Internet. You will be able to attend the Annual Meeting, view the list of our registered stockholders, vote and submit your questions during the meeting by visiting https://edge.media-server.com/mmc/p/mxrvvt7t and entering the control number included in the Notice of Internet Availability or the proxy card or voting instruction form (if you received a printed copy of the proxy materials) that you receive. Beneficial owners should review the proxy materials and their voting instruction form or Notice of Internet Availability for information about how to vote in advance of and how to participate in the Annual Meeting. You will not be able to attend the annual meeting in person.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 8, 2026

The notice of annual meeting, proxy statement and our Annual Report on Form 10-K for the year ended December 31, 2025 (the “Annual Report”) are available on the Internet at www.proxyvote.com. These materials are also available on our corporate website at http://investor.magnite.com/.

GENERAL INFORMATION ABOUT THE ANNUAL MEETING

You are invited to attend the Annual Meeting held via live audio webcast, and we request that you vote on the proposals described in this proxy statement as soon as possible. You can vote your shares without attending the Annual Meeting by appointing a proxy to vote your shares as explained below. Please note that if your shares are held of record by a broker, bank or other nominee, you should contact your bank, broker or other nominee (preferably at least several days before the Annual Meeting) and obtain a “legal proxy” in order to be able to attend, participate in, or vote at the Annual Meeting. See “Matters Relating to Virtual Annual Meeting” below for further instructions.

Notice of Internet Availability of Proxy Materials

In accordance with rules and regulations adopted by the Securities and Exchange Commission (the “SEC”), instead of mailing a printed copy of our proxy materials, we are furnishing proxy materials to our stockholders on the Internet and mailing printed copies of the proxy materials only to a limited number of our stockholders. If you are a stockholder of record and you have received a printed copy of these proxy materials by mail, you may simply complete, sign and return your proxy card by mail or follow the instructions on your proxy card to submit your proxy via the Internet or telephone. If you hold your shares in street name, which means your shares are held of record by a broker, bank, or other nominee, you will receive instructions from your broker, bank, or other nominee on how to vote your shares. Stockholders receiving a Notice of Internet Availability of Proxy Materials by mail will generally not receive a printed copy of the proxy materials unless they specifically request a printed copy in accordance with the instructions included in the Notice of Internet Availability of Proxy Materials. The Notice of Internet Availability of Proxy Materials provides instructions as to how to (i) access and review the information contained in the proxy materials, (ii) submit voting instructions via the Internet or telephone or by mail, and (iii) request a printed copy of the proxy materials. You may also participate in and vote at the Annual Meeting by visiting the following website: https://edge.media-server.com/mmc/p/mxrvvt7t. See “Matters Relating to Virtual Annual Meeting” below for further instructions. Even if you plan to participate in the Annual Meeting online, we recommend that you submit your proxy or voting instructions in advance to authorize the voting of your shares at the Annual Meeting so that your vote will be counted if you later are unable to attend the Annual Meeting online.

We intend to begin distributing our proxy materials to stockholders on or about April 21, 2026.

Business to be Conducted at Annual Meeting; Recommendation of Board of Directors

Each properly submitted proxy will be voted in accordance with the stockholder’s instructions contained therein. If no choice is specified, properly executed proxies that have not been revoked will be voted in accordance with the recommendations of the board of directors as follows:

•FOR the election of the three Class III directors named in the proxy statement to serve until the Company’s 2029 annual meeting of stockholders and until their respective successors are duly elected and qualified (see “Proposal 1 – Election of Directors”);

•FOR the ratification of the selection of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the current fiscal year (see “Proposal 2 – Ratification of the Selection of Deloitte & Touche LLP as the Independent Registered Public Accounting Firm”);

•FOR the approval, on an advisory basis, of the compensation of the Company’s named executive officers (see “Proposal 3 —Advisory Vote to Approve the Compensation of our Named Executive Officers”); and

•1 YEAR on the advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers (see “Proposal 4 — Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers”).

As to any other business that may properly come before the Annual Meeting, the persons acting as proxies will vote, or otherwise act, in accordance with their best judgment on such matters. Our board of directors does not presently know of any other business that may come before the Annual Meeting.

The Company will pay all costs of proxy solicitation. In addition to solicitations by mail, our directors, officers and employees, without additional remuneration, may solicit proxies by telephone, facsimile and personal interviews. Brokers, custodians, and fiduciaries will be requested to forward proxy soliciting materials to beneficial owners and, as required by law, we will reimburse them for their out-of-pocket expenses in this regard.

Matters Relating to Virtual Annual Meeting

Our board of directors believes that hosting a virtual Annual Meeting is in our best interest and the best interest of our stockholders, and that it enables increased stockholder attendance and participation. Our board of directors believes that hosting a virtual annual meeting of stockholders provides expanded access, improved communication, and cost savings. Hosting a virtual meeting enables increased stockholder attendance and participation since stockholders can participate from any location around the world. We intend to provide stockholders with a similar level of transparency compared to the traditional in-person meeting format and we take steps to facilitate such an experience. Our stockholders are afforded the same opportunities to participate at the virtual Annual Meeting as they would at an in-person annual meeting of stockholders.

The live audio webcast of the Annual Meeting will begin promptly at 12:00 p.m. Eastern time. Online access to the audio webcast will open 15 minutes prior to the start of the Annual Meeting to allow time for you to login and test your internet-connected device’s audio system. We encourage you to access the meeting in advance of the designated time. We will have technicians ready to assist you with any technical difficulties you may have in accessing the virtual meeting or submitting questions. If you encounter any difficulties accessing the virtual meeting during the check-in or meeting time, please call the technical support number that will be posted on the virtual meeting log in page.

If you want to participate in and vote at the Annual Meeting, you will need the control number included on your Notice of Internet Availability of Proxy Materials or your proxy card or voting instruction form (if you received a printed copy of the proxy materials) or included in the email to you if you received the proxy materials by email in order to be able to vote your shares or submit questions during the Annual Meeting.

In addition, if you hold your shares in “street name” through an intermediary, such as a bank, broker or other nominee, in order to participate in and vote at the Annual Meeting you must first obtain, in advance, from your bank, broker or other nominee, a legal proxy reflecting the number of shares of the Company’s common stock that you held as of the record date, your name and email address, unless you previously obtained a legal proxy from your bank, broker or other nominee. You must then submit a request for registration to Equiniti by email to proxy@equiniti.com. Requests for registration must be labeled as “Legal Proxy” and be received by Equiniti no later than 5:00 p.m. Eastern time on May 22, 2026. Obtaining a legal proxy may take several days, or longer, and stockholders are advised to register as far in advance as possible. Proxy holders registered with Equiniti will receive a control number and may access the Annual Meeting as described in the paragraph above for stockholders of record.

Our virtual Annual Meeting allows stockholders to submit questions and comments before and during the Annual Meeting. Stockholders who have accessed the Annual Meeting with a control number may submit questions during the Annual Meeting that are pertinent to the Company and the items being brought before a vote at the Annual Meeting. The Company expects to address such questions, as time permits and in accordance with our rules of procedure for the Annual Meeting. If you wish to submit a question, you may do so when you are logged into the virtual meeting platform with your control number by typing your question in the designated spot on the dashboard and clicking “Submit.” After the Annual Meeting, we intend to spend up to 15 minutes answering stockholder questions that comply with the rules of conduct for the Annual Meeting, which will be posted on the virtual meeting web portal. To the extent time doesn’t allow us to answer all of the appropriately submitted questions, we intend to answer them in writing on our investor relations website at http://investor.magnite.com/ after the meeting. If we receive substantially similar questions, we may group such questions together and provide a single response to avoid repetition.

Voting and Quorum Requirements

On April 10, 2026, the record date for the determination of stockholders entitled to notice of and to vote at the Annual Meeting, there were issued and outstanding and entitled to vote an aggregate of 143,215,003 shares of our common stock, constituting all of our voting stock. Holders of our common stock are entitled to one vote per share. A majority of the voting power of the stock outstanding and entitled to vote at the Annual Meeting, present in person (via live audio webcast) or represented by proxy, shall constitute a quorum for the transaction of business at the Annual Meeting and any adjournments and postponements thereof. Shares of our common stock present in person (via live audio webcast) or represented by proxy (including broker non-votes and shares that abstain or do not vote with respect to one or more of the matters presented for stockholder approval) will be counted for purposes of determining whether a quorum is present at the Annual Meeting.

You may vote FOR, AGAINST or ABSTAIN with respect to the election of each director nominee (Proposal 1), the ratification of the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year (Proposal 2), and the approval, on an advisory basis, of the compensation of the Company’s named executive officers (Proposal 3). You may vote 1 YEAR, 2 YEARS, 3 YEARS or ABSTAIN with respect to the advisory vote on the frequency of future advisory votes on the compensation of the Company’s named executive officers (Proposal 4).

This is an uncontested election and our bylaws provide that a director nominee will be elected in an uncontested election only if the number of votes cast FOR the nominee’s election exceeds the number of votes cast AGAINST the nominee’s election, assuming a quorum is present. For the election of directors, shares of our common stock voted ABSTAIN and broker non-votes, if any, are not counted as votes cast and, therefore, will have no effect on the outcome of a director nominee’s election.

The affirmative vote of at least a majority of the the voting power of the stock present in person (via live audio webcast) or represented by proxy and entitled to vote on the subject matter, assuming a quorum is present, is required to (i) ratify the selection of Deloitte & Touche LLP as our independent registered public accounting firm for the current fiscal year (Proposal 2), (ii) approve, on an advisory basis, the compensation of the Company’s named executive officers (Proposal 3), and (iii) determine, on an advisory basis, the frequency of future advisory votes on the compensation of the Company’s named executive officers (Proposal 4). However, if no frequency option receives the affirmative vote of at least a majority of the voting power of the stock present in person (via live audio webcast) or represented by proxy and entitled to vote on Proposal 4, our board of directors will consider the option receiving the highest number of affirmative votes as the preferred frequency option of our stockholders.

For each of Proposals 2, 3 and 4, shares of our common stock voted ABSTAIN are considered shares present and entitled to vote on such matter and, therefore, will have the same effect as votes AGAINST the matters in Proposals 2 and 3, but will not be counted in determining the preferred frequency of future advisory votes in Proposal 4. Broker non-votes, if any, will have no effect on the outcome of these matters.

Votes will be tabulated by a representative of Equiniti Trust Company, LLC, who will serve as the Inspector of Elections. Our intention is to announce the preliminary voting results at the Annual Meeting and to publish the final results within four business days after the Annual Meeting on a Form 8-K to be filed with the SEC and which we will make available on our website at http://investor.magnite.com/.

Broker Discretionary Voting

If you hold your shares in street name through a bank, broker, or other nominee, you should follow the instructions that you receive from your bank, broker, or other nominee regarding steps to take to instruct your bank, broker, or other nominee how to vote your shares. If you do not provide voting instructions to your bank, broker, or other nominee, under certain securities exchange rules, the organization that holds your shares may not be permitted to vote on certain matters, and may determine not to vote your shares at all. In order to ensure that your shares are voted on all matters presented at the Annual Meeting, we encourage you to provide voting instructions in advance of the meeting, regardless of whether you intend to attend the Annual Meeting.

If you do not provide voting instructions and the organization that holds your shares elects to vote your shares on some but not all matters, it will result in a “broker non-vote” for the matters on which the organization does not vote. Abstentions occur when you provide voting instructions but instruct the organization that holds your shares to abstain from voting on a particular matter.

Deadline for Voting Before the Annual Meeting

If you are a stockholder of record, your proxy must be received by telephone or the Internet by 11:59 p.m. Eastern Time on June 7, 2026 in order for your shares to be voted at the Annual Meeting. If you are a stockholder of record and you received a printed set of proxy materials, you also have the option of completing, signing, dating and returning the proxy card enclosed with the proxy materials before the Annual Meeting in order for your shares to be voted at the meeting. The proxy card must be received by 11:59 p.m. Eastern Time on June 7, 2026. If you are a beneficial owner of shares of our common stock, please comply with the deadlines included in the voting instructions provided by the bank, broker or other nominee that holds your shares.

Changing or Revoking Your Vote

If you are a stockholder of record, you may revoke a previously submitted proxy by (i) delivering a subsequently dated written revocation to our Secretary, (ii) providing subsequent Internet or telephone voting instructions, or (iii) delivering a subsequently dated proxy to our Secretary at our address noted above, in each case, by 11:59 p.m. Eastern Time on June 7, 2026. You may also revoke your proxy by voting during the Annual Meeting. If your shares are held through a bank, broker or other nominee (i.e., in street name), you must contact your bank, broker or other nominee to find out how to change or revoke your voting instructions. Attendance at the Annual Meeting will not cause your previously executed proxy to be revoked unless you vote during the Annual Meeting or specifically request such revocation.

Householding of Proxy Materials

Some banks, brokers, and other nominee record holders may participate in the practice of “householding” proxy materials. This means that only one copy of our proxy materials or the Notice of Internet Availability of Proxy Materials, as applicable, is being delivered to multiple stockholders sharing an address unless such stockholders have notified us of their desire to receive multiple copies of our proxy materials. We will promptly deliver a separate Notice of Internet Availability of Proxy Materials and, if applicable, a separate proxy statement and Annual Report, to you if you contact us by mail at Magnite, Inc., 1250 Broadway, 9^th Floor, New York, New York 10001, Attention: Corporate Secretary or by telephone at (212) 243-2769. If you want to receive separate copies of our proxy materials in the future, or if you are receiving multiple copies and would like to receive only one copy for your household, you should contact your bank, broker, or other nominee record holder, or you may contact us at the above address or phone number.

PROPOSAL 1 — ELECTION OF DIRECTORS

Our board of directors is classified into three classes (designated Class I, Class II and Class III), with members of each class holding office for staggered three-year terms. There are currently three Class I directors, whose terms expire at the at the 2027 annual meeting of stockholders, three Class II directors, whose terms expire at the 2028 annual meeting of stockholders, and three Class III directors, whose terms expire at the Annual Meeting; and, in all cases subject to the election and qualification of their respective successors and to their earlier death, resignation or removal. Proxies cannot be voted for a greater number of persons than the nominees named.

Our process for nominating director candidates is described below under the caption “Director Candidate Nominating Procedures.” Our board of directors, upon the recommendation of the board’s nominating and governance committee, nominated each of Paul Caine, Doug Knopper, and David Pearson to stand for re-election as Class III directors at the Annual Meeting. Each nominee was most recently elected by stockholders at the 2023 annual meeting of stockholders, and has indicated his or her willingness to serve if elected at this Annual Meeting. If any nominee is unable or unwilling for good cause to serve, proxies may be voted for a substitute nominee designated by our board of directors or our board of directors may determine to reduce the size of the board. Each nominee, if elected, will hold office until the 2029 annual meeting of stockholders, subject to the election and qualification of his or her respective successor and until his or her earlier death, resignation or removal.

The table below lists our nine directors and their committee assignments. A summary of the background for each nominee and continuing director is set forth after the table. These background summaries include the specific experience, qualifications, attributes, and/or skills that, together with the general characteristics and qualifications described below under the caption “Director Candidate Nominating Procedures,” contributed to our board’s conclusion that the person should serve as a director of the Company.


			Committee Membership
Name	Age⁽¹⁾	Position	Audit	Compensation	Nominating and Governance	Member Since
Paul Caine	61	Chairman of the Board				April 2020
Michael G. Barrett	64	CEO and Director				March 2017
Sarah P. Harden	54	Director		X		July 2019
Doug Knopper	65	Director		Chair	X	April 2020
Rachel Lam	58	Director	X		X	April 2020
David Pearson	60	Director	Chair	X		March 2022
James Rossman	60	Director	X	X		April 2020
Robert F. Spillane	75	Director	X		Chair	April 2014
Diane Yu	52	Director			X	March 2022

(1)As of April 10, 2026

Director Nominees – Class III

Paul Caine has been a member and Chairman of our board of directors since April 2020. He previously served as the non-executive Chairman of Telaria from January 1, 2020 until April 2020 and as a member of Telaria’s board of directors from June 2014 until April 2020. He served as Telaria’s executive Chairman from July 2017 to December 31, 2019 and Telaria’s Interim Chief Executive Officer from February 2017 to July 2017 and as the non-executive Chairman of the Board from July 2016 to February 2017. Mr. Caine has served as President, On Location at TKO Group Holdings, Inc. (formerly part of Endeavor Group Holdings, Inc.), a sports and entertainment company, since January 2020. Mr. Caine served as President, IMG Events, an event management services company, from August 2022 to March 2025, the Chairman and Executive Director of the Board of Engine Group, a global marketing company, from January 2018 to February 2023, and as CEO and Founder of PC Ventures, LLC, an investment and advisory firm, since August 2017. Mr. Caine served as the Chief Global Revenue Officer for Bloomberg Media from June 2014 to July 2016. From April 2013 to January 2014, he served as Chief Executive Officer and a member of the board of directors of WestwoodOne, Inc., the largest independent national audio media company in the U.S. From 1989 to 2013, Mr. Caine served in various capacities at Time Inc., including Executive Vice President, Chief Revenue Officer and Group President Time Inc. from January 2011 until April 2013, Executive Vice President, President and Group Publisher, Style and Entertainment Group from January 2010 to January 2011, and President, Style and Entertainment Group from January 2008 to January 2010. Mr. Caine and his wife are Co-Founders of the Griffin Cares Foundation. Mr. Caine received a B.A. in Telecommunications with a minor in Business from Indiana University. Mr. Caine brings to the board expertise in branding and multi-media advertising sales and marketing, as well extensive experience serving on the boards of directors of public and private companies.

Doug Knopper has been a member of our board of directors since April 2020. He currently serves on the board of directors of numerous privately held technology and digital media companies. He previously served as a member of Telaria’s board of directors from October 2018 until April 2020. Mr. Knopper is the Co-Founder of FreeWheel Media, Inc. and served as its Co-Chief Executive Officer from February 2007 to September 2017. FreeWheel, which was acquired by Comcast in 2014, provides a technology platform for the management and monetization of digital television advertising. Prior to founding FreeWheel, Mr. Knopper served as the Chief Executive Officer of BitPass Inc. from 2005 to 2007 and as Senior Vice President/General Manager of DoubleClick Inc. from 2000 to 2005. Mr. Knopper received a B.A. from the University of Michigan and an M.B.A. from Georgetown University. Mr. Knopper brings to the board deep expertise and business relationships in digital video advertising and CTV, as well as experience founding, building and leading advertising technology companies.

David Pearson has been a member of our board of directors since March 2022. He previously served on the board of directors of Potbelly Corporation, a Nasdaq listed restaurant company, from April 2022 until October 2025, where he was also the chair of the audit committee. Mr. Pearson also previously served on the board of directors of Lee Enterprises Inc., a public media company listed on Nasdaq, from February 2020 until July 2024, where he was also a member of the audit committee. Mr. Pearson was Chief Financial Officer of Vonage Holdings Corp., a formerly public cloud technology company, from May 2013 until August 2020. Before Mr. Pearson joined Vonage, he spent over nine years with Deutsche Bank Securities as a Managing Director and Global Media & Telecom Group Head. Prior to joining Deutsche Bank, Mr. Pearson served in various roles at Goldman, Sachs & Co. in the Technology, Media & Telecommunications practice for over nine years, including as Managing Director from 2002 to 2003. Mr. Pearson started his career at Coopers & Lybrand and holds an M.B.A. from Harvard Business School and an A.B. in Political Science and Organizational Behavior from Brown University. Mr. Pearson brings to the board an expertise in capital markets, mergers and acquisitions and public company accounting, controls and financial reporting, as well as significant operational experience as a public company executive.

Incumbent Directors – Class I

Sarah P. Harden has been a member of our board of directors since July 2019. Ms. Harden brings more than two decades of experience in digital media, entertainment and direct-to-consumer video to the Company’s board. From January 2018 until September 2025, Ms. Harden served as the Chief Executive Officer of Reese Witherspoon’s media company Hello Sunshine, which was acquired by Blackstone in August 2021. She also served as the Chief Executive Officer of Candle Studios, a media company, from July 2024 until September 2025. Prior to Hello Sunshine, Ms. Harden held executive-level positions at Otter Media/The Chernin Group from 2013 to 2018, including President and Executive Vice President. Ms. Harden previously served as board member of privately held ESPN-Star Sports, Star China Media and The Moby Group and as a board director overseeing successful acquisitions and exits of private portfolio companies including Crunchyroll, Fullscreen, Roosterteeth, McBeard, and Stagebloc. Ms. Harden received her M.B.A. from Harvard Business School and graduated with honors with a B.A. in international relations from The University of Melbourne. Ms. Harden brings to the board extensive experience leading and growing digital video, media and entertainment companies.

James Rossman has been a member of our board of directors since April 2020. He previously served as a member of Telaria’s board from January 2011 until April 2020, and served as Chairman of Telaria’s board from August 2012 to May 2013. Mr. Rossman currently serves as a Partner at Sportsology Capital Partners, a private equity firm providing strategic capital and advisory services to professional sports franchises and global sports leagues. He has served on the board of directors of Adswerve, Inc., a data and media digital consultancy, since March 2024. From April 2018 to June 2023, he served as an Operating Partner at Silver Lake, a global private equity firm focused on investments in technology, technology-enabled and related industries. From November 2012 to April 2018, he served as Special Advisor to General Atlantic, a global growth equity firm. From April 2009 to June 2012, he served in various roles at AKQA Inc., a digital services company, including President and Chief Operating Officer. From April 2001 to March 2009, Mr. Rossman served in several roles at Digitas, Inc., an integrated advertising agency, and a member of the Publicis Groupe, S.A. (as of 2007), including as Chief Operating Officer. Mr. Rossman received a B.A. in economics from Trinity College and an M.M.M. from the Kellogg School of Management at Northwestern University. Mr. Rossman brings to the board significant experience in operating and managing media agencies and advertising technology companies.

Diane Yu has been a member of our board of directors since March 2022. She is currently the co-founder and CEO of TidalWave Tech Inc., an agentic AI mortgage platform. She served as the Chief Technology Officer of Better Holdco, Inc., which operates Better.com, an online platform for mortgage origination and related services, from January 2021 to April 2022. Ms. Yu is the Co-Founder of FreeWheel Media, Inc., which provides a technology platform for the management and monetization of digital television advertising, and served as its Chief Technology Officer from 2007 to 2014, when FreeWheel was acquired by Comcast. Following the sale, Ms. Yu served as Chief Technology Officer of Comcast’s Advanced Advertising Division. Prior to co-founding FreeWheel, Ms. Yu spent over nine years at DoubleClick, where she served as the Vice President of engineering from 2005 until 2007. She received her Bachelor’s degree from Peking University in 1995 and a Master’s degree in Mathematics from Ohio University in 1998. Ms. Yu brings to the board extensive experience building, leading and scaling engineering teams for large digital advertising technology companies.

Incumbent Directors – Class II

Michael G. Barrett has been a member of our board of directors and has served as our Chief Executive Officer since March 2017. Mr. Barrett also served as our President from March 2017 until January 2025, except for the period from April 2020 to June 2020. He has served on the board of Outfront Media, Inc., a leading out-of-home media company, since August 2025. Mr. Barrett previously served as the President of Ichabod Farm Ventures LLC, an investment company that he founded. From January 2014 to December 2015, he served as President and Chief Executive Officer of Millennial Media, Inc. From July 2012 to December 2012, Mr. Barrett served as Global Chief Revenue Officer and Executive Vice President at Yahoo! Inc. Prior to Yahoo!, from January 2012 to July 2012, Mr. Barrett served as Director at Google Inc. (now Alphabet Inc.), where he led the integration efforts following Google’s acquisition of AdMeld Inc., a global supply side platform solution for premium publishers. Mr. Barrett previously served as Chief Executive Officer at AdMeld from November 2008 to December 2011. Mr. Barrett also held senior positions at AOL, Fox Interactive Media and Disney Online. Mr. Barrett served on the board of directors of Media Math, a demand-side platform, from January 2013 to April 2020. Mr. Barrett brings to the board extensive experience in digital advertising and advertising technology, as well as significant executive management expertise.

Rachel Lam has been a member of our board of directors since April 2020. She previously served as a member of Telaria’s board since May 2013. Ms. Lam is the Co-Founder and Managing Partner of Imagination Capital, an early-stage venture capital firm founded in 2017. From 2003 to 2017, Ms. Lam served as Group Managing Director of the Time Warner Investments Group, the strategic investing arm of Time Warner Inc. She managed Time Warner’s investments in numerous digital media companies, and served on the board of directors of privately held Maker Studios and Bluefin Labs prior to their sales to the Walt Disney Company and Twitter, respectively. Ms. Lam has previously served on 20 boards of directors over the years and currently serves on the board of Porch Group, Inc., a Nasdaq listed company that is a leading software and insurance platform, since August 2021, where she is also the chair of the nominating and governance committee. From December 2021 until March 2024, Ms. Lam

served on the board of Innovid, Inc., a formerly NYSE listed company prior to its strategic sale. In March 2025, Ms. Lam joined the board of Action Against Hunger USA, a leading non-profit organization fighting global hunger. Ms. Lam received a B.S. in industrial engineering and operations research from U.C. Berkeley and an M.B.A. from Harvard Business School. Ms. Lam brings to the board extensive experience serving on public and private boards, along with her financial, M&A and strategy experience.

Robert F. Spillane joined our board of directors in connection with our initial public offering in April 2014. From 1998 to 2017, Mr. Spillane was a Managing Principal at DigaComm, L.L.C., a private investment firm that leads early-stage venture capital transactions, primarily involving companies in technology and digital media. Mr. Spillane was formerly a Principal and President and CEO of the investment group, DM Holdings, Inc., which was formed in 1991 to acquire Donnelley Marketing, Inc. from The Dun and Bradstreet Corporation. Donnelley Marketing was a leading direct marketing and information services company. Mr. Spillane served as President and CEO, and on the board of directors of Donnelley Marketing, Inc. Prior to joining DM Holdings, Mr. Spillane was the Executive Vice President of Diamandis Communications, Inc., then a leading consumer magazine publisher, formed in 1987 in a leveraged buyout of CBS Magazines from CBS Inc., and also served as a member of the Diamandis board of directors from 1987 to 1990. Prior to Diamandis, Mr. Spillane held various executive positions with CBS, Inc., including Senior Vice President Group Publisher, Vice President of Circulation, Vice President General Manager of the CBS Special Interest Magazine Group, and Vice President Sales and Marketing of Fawcett Books. His ten-year career at CBS culminated in service from 1985 to 1987 as Senior Vice President, Publishing of CBS Magazines. In that capacity, he was directly responsible for 10 magazines. From 1972 to 1977, Mr. Spillane held various positions with Chesebrough Ponds, Inc. Mr. Spillane also served on the board of directors of TVSM, Inc., a private media company, from 1992-1998. Mr. Spillane brings to the board expertise in the publishing and advertising businesses, as well as significant experience with operations and mergers and acquisitions.

Vote Required for the Election of Directors

Our bylaws provide that, in an uncontested election, each director nominee must receive the affirmative vote of the majority of votes cast in order to be elected to our board of directors. The affirmative vote of the “majority of votes cast” means the number of shares voted FOR a director nominee exceeds the number of shares voted AGAINST that director nominee. Each of our director nominees currently serves on the board. If a nominee who currently serves as a director is not re-elected, Delaware law provides that the director would continue to serve on the board as a “holdover director.” Our Corporate Governance Guidelines provide that each incumbent director nominee who is not re-elected is expected to submit to the board his or her resignation from our board of directors and all committees thereof. The nominating and governance committee, composed entirely of independent directors, will evaluate and make a recommendation to the board with respect to any submitted resignation and the board must decide whether to accept or reject the resignation, or to take other action, within 90 days following certification of the stockholder vote. No director may participate in the nominating and governance committee or the board’s consideration of his or her own resignation.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF PAUL CAINE, DOUG KNOPPER, AND DAVID PEARSON AS CLASS III DIRECTORS.

PROPOSAL 2 — RATIFICATION OF THE SELECTION OF DELOITTE & TOUCHE LLP
AS THE INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The audit committee of our board of directors has selected Deloitte & Touche LLP (“Deloitte”) as our independent registered public accounting firm for the year ending December 31, 2026, and has further directed that management submit the selection of Deloitte as our independent registered public accounting firm for ratification by the stockholders at the Annual Meeting. Deloitte has served as our independent registered public accounting firm since 2018. Although stockholder approval of the selection of Deloitte is not required by law, our board of directors believes it is advisable as a matter of good corporate governance to give stockholders an opportunity to ratify this selection. If this proposal is not ratified at the Annual Meeting, the audit committee may (but will not be required to) reconsider its selection of Deloitte. Even if the selection is ratified, the audit committee may in its discretion select a different independent registered public accounting firm at any time during the year if it determines that such a change would be appropriate.

Representatives of Deloitte are expected to be present at the Annual Meeting, will have the opportunity to make a statement if they desire to do so and will also be available to respond to appropriate questions from stockholders.

Independent Registered Public Accounting Firm Fees

The aggregate fees billed for audit and other services provided in the last two fiscal years by Deloitte are as follows:


Fee Category	2025	2024
Audit Fees⁽¹⁾	$3,214,000	$3,250,245
Audit-Related Fees	—	—
Tax Fees⁽²⁾	40,338	129,043
All Other Fees⁽³⁾	3,790	53,790
Total	$3,258,128	$3,433,078

(1)Audit Fees include professional services rendered for the audit of our annual financial statements and review of financial statements included in our quarterly reports on Form 10-Q, as well as services normally provided by the accountant in connection with statutory and regulatory filings or engagements. Audit Fees also include SOC-1 audit services for 2025 and 2024 and SOC-2 audit services for 2025.

(2)Tax Fees include fees related to tax consulting services.

(3)All Other Fees include fees related to SOC-2 readiness advisory services in 2024 and include license fees for accounting research software in 2025 and 2024.

Pre-Approval Policy and Procedures

The audit committee has adopted policies and procedures relating to the pre-approval of all audit and non-audit services that are to be provided by our independent registered public accounting firm. The audit committee will not approve non-audit services that the independent registered public accounting firm is not permitted to perform under the rules of the SEC and Public Company Accounting Oversight Board.

On an annual basis, the independent registered public accounting firm will propose to the audit committee an audit plan and engagement letter describing the services the auditor expects to provide and related fees. The final engagement letter and fees agreed by the Company acting pursuant to the direction of the audit committee, and all of the services covered by the final engagement letter, will be considered pre-approved by the audit committee.

The audit committee or the Chair of the audit committee acting by delegated authority will approve, if necessary, any changes in terms, conditions and fees under the engagement letter resulting from changes in the audit scope, Company structure or other matters.

The audit committee has delegated to the Chair of the audit committee the authority to approve on a case-by-case basis any audit or non-audit services, in amounts up to $200,000 (1) per engagement, (2) per additional category of services, or (3) in excess of pre-approved amounts for the specified service. The Chair then reports any services so approved to the audit committee at its next regularly scheduled meeting.

All services rendered by Deloitte in fiscal 2025 and fiscal 2024 were pre-approved by the audit committee in accordance with the audit committee’s pre-approval policies and procedures described above.

Vote Required for the Ratification of the Selection of our Independent Registered Public Accounting Firm

Ratification of the selection of our independent registered public accounting firm requires the affirmative vote of a majority of the voting power of the stock present in person (via live audio webcast) or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE RATIFICATION OF THE SELECTION OF DELOITTE AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.

PROPOSAL 3 — ADVISORY VOTE TO APPROVE THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

Under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and Section 14A of the Exchange Act of 1934, as amended (the “Exchange Act”), the Company’s stockholders are entitled to vote to approve, on an advisory basis, the compensation of the Company’s named executive officers as disclosed in this proxy statement in accordance with SEC rules.

This vote is not intended to address any specific item of compensation, but rather the overall compensation of the Company’s named executive officers and the philosophy, policies and practices described in this proxy statement. The compensation of the Company’s named executive officers subject to the vote is disclosed in the “Executive Compensation” section of the proxy statement, including in the “Compensation Discussion and Analysis” section, executive compensation tables and the related narrative disclosure contained in this proxy statement. As discussed in those disclosures, the Company believes that its compensation policies and decisions are focused on motivating executive officers through performance-based variable compensation while promoting strong alignment with the creation of long-term value for stockholders. Compensation of the Company’s named executive officers is designed to enable the Company to attract and retain talented and experienced executives to successfully lead the Company in a competitive environment.

Accordingly, the board of directors is asking the stockholders to indicate their support for the compensation of the Company’s named executive officers as described in this proxy statement by casting a non-binding advisory vote “FOR” the following resolution:

“RESOLVED, that the compensation paid to the Company’s named executive officers, as disclosed pursuant to Item 402 of Regulation S-K, including in the Compensation Discussion and Analysis, the compensation tables and narrative disclosure, is hereby APPROVED on an advisory, non-binding basis.”

Because the vote is advisory, it is not binding on the board of directors or the Company. Nevertheless, the views expressed by the stockholders, whether through this vote or otherwise, are important to management and the board of directors and, accordingly, the board of directors and the compensation committee intend to consider the results of this vote in making determinations in the future regarding executive compensation arrangements. The board of directors has adopted a policy of providing for annual advisory votes to approve executive compensation. Unless the board of directors modifies its policy on the frequency of holding such advisory votes, the next such advisory vote will occur at the 2027 annual meeting of stockholders.

Vote Required for Approval, on an Advisory Basis, of the Compensation of our Named Executive Officers

Approval, on an advisory basis, of the compensation of our named executive officers requires the affirmative vote of a majority of the voting power of the stock present in person (via live audio webcast) or represented by proxy at the Annual Meeting and entitled to vote on the proposal.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “FOR” THE APPROVAL, ON AN ADVISORY BASIS, OF THE COMPENSATION OF THE COMPANY’S NAMED EXECUTIVE OFFICERS.

PROPOSAL 4 — ADVISORY VOTE ON THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE
COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS

The Dodd-Frank Act and Section 14A of the Exchange Act also entitle the Company’s stockholders, at least once every six years, to indicate their preference regarding how frequently the Company should solicit a non-binding, advisory vote on the compensation of the Company’s named executive officers as disclosed in the Company’s proxy statement. Accordingly, the Company is asking stockholders to indicate whether they would prefer an advisory vote on named executive officer compensation to occur every year, every other year or every three years. Alternatively, stockholders may abstain from casting a vote.

The board of directors believes that an annual advisory vote on the compensation of the Company’s named executive officers allows our stockholders to provide timely and direct input on our executive compensation philosophy, policies and practices, which is consistent with our efforts to engage in an ongoing dialogue with our stockholders on executive compensation and corporate governance matters.

While the board of directors believes that its recommendation is appropriate at this time, the stockholders are not voting to approve or disapprove that recommendation, but are instead asked to indicate their preferences, on an advisory basis. Although the outcome of the vote is not binding, because we value the opinions of our stockholders, the board of directors and our compensation committee will consider the outcome of this vote when determining the frequency by which we will hold advisory votes on named executive officer compensation in the future.

The next advisory vote on the frequency of future advisory votes on the compensation of our named executive officers is expected to occur at our 2032 annual meeting of stockholders.

Vote Required for the Advisory Vote on the Frequency of Future Advisory Votes on the Compensation of our Named Executive Officers

The advisory vote on the frequency of future advisory votes on named executive officer compensation requires the affirmative vote of a majority of the voting power of the stock present in person (via live audio webcast) or represented by proxy and entitled to vote on the proposal. However, if no frequency option receives the affirmative vote of a majority of the voting power of the stock present in person (via live audio webcast) or represented by proxy and entitled to vote on Proposal 4, our board will consider the option receiving the highest number of affirmative votes as the preferred frequency option of our stockholders.

THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE “1 YEAR” AS THE FREQUENCY OF FUTURE ADVISORY VOTES ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

CORPORATE GOVERNANCE

Corporate Governance Guidelines

Our board of directors has developed corporate governance practices to help it fulfill its responsibility to stockholders, to oversee the work of management in the conduct of our business, and to seek to serve the long-term interests of stockholders. The Company’s corporate governance practices are memorialized in our Corporate Governance Guidelines which direct our board’s actions with respect to, among other things, the composition and director qualifications of our board of directors, the composition of the standing committees of our board of directors, director orientation and continuing education, stockholder communications with our board of directors, succession planning and the annual performance evaluation of our board of directors. A current copy of our Corporate Governance Guidelines is available on our website at http://investor.magnite.com.

Director Independence

Our common stock is listed on the Nasdaq Global Select Market of The Nasdaq Stock Market LLC (“Nasdaq”), which requires that a majority of a listed company’s board of directors be independent. In addition, the rules of Nasdaq require that, subject to specified exceptions, each member of a listed company’s audit, compensation and nominating/corporate governance committees be independent. Under the rules of Nasdaq, a director will only qualify as an “independent director” if, in the opinion of the board of directors, that director does not have a relationship that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our board of directors has undertaken a review of the independence of each director and considered whether each director has any material relationships with us. As a result of this review, our board of directors has determined that Mr. Caine, Ms. Harden, Mr. Knopper, Ms. Lam, Mr. Pearson, Mr. Rossman, Mr. Spillane, and Ms. Yu are independent directors as defined under the listing requirements and rules of Nasdaq for purposes of serving on the board of directors. Mr. Barrett is not considered independent because he currently serves as our Chief Executive Officer.

In addition to qualifying as “independent” under the listing requirements and rules of Nasdaq, members of the board’s audit committee and compensation committee must also satisfy additional, heightened independence standards under applicable SEC rules and regulations and Nasdaq listing requirements. Our board of directors has determined that each member of our audit committee and compensation committee satisfies these heightened independence standards.

Board Leadership Structure

Our Corporate Governance Guidelines provide that our board of directors will determine, in its discretion from time to time, whether the roles of Chairman and Chief Executive Officer should be combined or separated. Our board believes that strong, independent board leadership is a critical aspect of effective corporate governance, and to promote open discussion among our non-management directors, our Corporate Governance Guidelines provide that, when the Chairman is a non-independent director, the independent directors will designate an independent director to act as Lead Independent Director.

Mr. Caine serves as the independent Chairman of the board. The responsibilities of the Chairman include: (1) leading and presiding at board meetings; (2) assisting in establishing the agenda for each board meeting; (3) conferring regularly with CEO; (4) consulting with the CEO regarding board meeting schedules and agendas; (5) presiding at executive sessions of the Board; (6) consulting with committees of the board on matters within the scope of their responsibilities; (7) facilitating communications between directors and between directors and senior management; (8) providing feedback between the CEO and directors regarding strategic issues, board management, and potential conflicts; (9) working with appropriate committees of the board to confirm that adequate CEO and senior management succession plans are in place; and (10) being available for consultation and communication with major stockholders upon request.

Board Size and Composition

Our board of directors consists of nine members.

Board and Committee Meetings

In 2025, our board of directors met 10 times, the audit committee met 6 times, the compensation committee met 7 times, and the nominating and governance committee met 3 times. During 2025, each director attended at least 75% of the aggregate number of board meetings and meetings held by all committees on which the director then served during the time in which he or she served on our board of directors.

Directors are expected to attend the annual stockholders’ meeting absent unusual circumstances. All of our then-serving directors attended the 2025 annual meeting.

Board Committees

Our board of directors has established three standing committees – audit, compensation, and nominating and governance – each of which operates under a written charter that has been approved by our board. Committee membership is indicated in the table above. A current copy of each committee’s charter is posted on the “Corporate Governance” section of our Investor Relations website at http://investor.magnite.com. Each committee reviews and evaluates, at least annually, the performance of the committee and its members and the adequacy of its charter.

Audit Committee

The audit committee is responsible for, among other things, providing assistance to the board of directors in fulfilling its oversight responsibilities regarding the integrity of our financial statements, our compliance with applicable legal and regulatory requirements, the integrity of our financial reporting processes, including our systems of internal accounting and financial controls, the performance of our internal audit function and our independent registered public accounting firm, our financial policy matters and company practices with respect to risk assessment and risk management. The audit committee approves the services performed by our independent registered public accounting firm and reviews their reports regarding our accounting practices and systems of internal control over financial reporting, as applicable. The audit committee also oversees the audit efforts and confirms the independence of our independent registered public accounting firm. Our board of directors has determined that each member of our audit committee satisfies the financial literacy requirements of the SEC and Nasdaq, and that each of Mr. Pearson, Ms. Lam, Mr. Rossman and Mr. Spillane qualifies as an “audit committee financial expert,” as defined in the SEC rules.

Compensation Committee

The compensation committee is responsible for, among other things, overseeing our overall compensation structure, policies and programs, and assessing whether our compensation structure establishes appropriate incentives for officers and employees. The compensation committee reviews and approves corporate goals and objectives relevant to the compensation of our CEO and other executive officers, evaluates the performance of these officers in light of those goals and objectives, sets the compensation of these officers based on such evaluations and reviews, and, based on the recommendation of the CEO (except with respect to his own compensation), recommends to the board any employment-related agreements and any proposed severance arrangements or change in control or similar agreements with these officers. The compensation committee also administers the issuance of equity awards under our stock plans and is permitted to delegate such responsibility to our CEO with respect to employees other than executive officers. In addition, the compensation committee is responsible for the preparation of a report on executive compensation to be included in our Annual Report and annual proxy statement. Our board of directors has determined that each member of our compensation committee qualifies as a “non-employee director,” within the meaning of Rule 16b-3 of the Exchange Act.

The compensation committee has the authority, in its sole discretion, to retain or obtain the advice of such consultants, outside counsel and other advisers as it determines appropriate to assist it in the full performance of its functions, at the Company’s expense. Since December 2014, the compensation committee has engaged Semler Brossy Consulting Group, LLC (“Semler Brossy”) annually to act as its independent compensation consultant.

Nominating and Governance Committee

The nominating and governance committee is responsible for, among other things, developing and recommending to the board of directors criteria for identifying and evaluating candidates for directorships and making recommendations to the board of directors regarding candidates for election or re-election to the board of directors at each annual stockholders’ meeting. In addition, the nominating and governance committee is responsible for overseeing our Corporate Governance Guidelines and reporting and making recommendations to the board of directors concerning corporate governance matters and sustainability matters relevant to our business, including with respect to company policies, activities, and opportunities. The nominating and governance committee also is responsible for making recommendations to the board of directors concerning the structure, composition and function of the board of directors and its committees. Our board of directors has determined that each member of our nominating and governance committee satisfies the requirements for independence under the rules and regulations of Nasdaq.

Director Candidate Nominating Procedures

The process followed by the nominating and governance committee to identify and evaluate director candidates includes requests for recommendations (which may include through retained third-party search firms, as well as less formal methods such as personal contacts), committee meetings from time to time to evaluate biographical information and material relating to potential candidates, and interviews of candidates by board members. In identifying and evaluating director candidates and determining whether to nominate any particular candidate, the nominating and governance committee considers the director candidates’ specific experience, qualifications, attributes and skills, together with the following general characteristics and qualifications, which are set forth in our Corporate Governance Guidelines:

•highest personal and professional ethics, integrity, and values;

•independent, creative, and disciplined thought processes;

•practical wisdom and mature judgment;

•broad training and experience at the policy-making or strategic level;

•a record of achievement and expertise that is useful to the Company and complementary to the background and experience of other board members, so that a useful balance of members on the board can be achieved and maintained;

•willingness to devote the required amount of time to carrying out the duties and responsibilities of board membership;

•commitment to serve on the board over a period of several years to develop knowledge about the Company;

•unless management directors, independence under relevant standards; and

•diversity of occupational and personal backgrounds among the members of the board.

The nominating and governance committee does not assign specific weights to particular criteria, but does believe that the backgrounds and qualifications of our directors, considered as a group, should provide a composite mix of experience, knowledge and abilities that will facilitate our board’s fulfillment of its responsibilities. The nominating and governance committee believes that varied board member viewpoints, occupations, backgrounds and practical experience can contribute to the quality of the board’s operations and decision-making. The nominating and governance committee assesses its effectiveness in balancing these considerations in connection with its annual evaluation of the composition of the Board.

It is the nominating and governance committee’s policy to consider written recommendations from stockholders for director candidates. Stockholders may recommend individuals to the nominating and governance committee for consideration as potential director candidates by submitting their names, together with appropriate biographical information and background materials. Such information should be sent to the Nominating and Governance Committee, c/o Corporate Secretary, Magnite, Inc., 1250 Broadway, 9^th Floor, New York, New York 10001. Assuming that appropriate biographical and background material has been provided on a timely basis, the nominating and governance committee will evaluate stockholder-recommended candidates by following the same process, and applying the same criteria, as it follows for other candidates.

Board Evaluation Process

Our board of directors and each of our standing committees conducts an annual self-evaluation to assess its performance. Each director participates in these evaluations and our Chief Legal Officer and the Chair of the nominating and governance committee then review and discuss the results with the full board. In addition, as part of the process of considering directors for re-election to the board, individual directors are annually informally evaluated by the nominating and governance committee on the basis of their attendance at meetings and their preparedness, participation, candor and overall contribution to the board, as well as other criteria that the nominating and governance committee deems appropriate.

Director Time Commitments

While Board members benefit from service on the boards of other companies and such service is encouraged, under the Corporate Governance Guidelines, directors are expected to limit the number of other boards on which they serve so as not to interfere with their service as a director of the Company. In this regard, the Company has adopted specific limits on the number of other public company boards upon which a director may sit. Ordinarily, directors may not serve on the boards of more than three other public companies in addition to the Company’s board and the CEO and directors who are executive officers of public companies may not serve on the board of more than one other public company in addition to the Company’s board. As part of the annual director nomination process, the nominating and governance committee considers directors’ adherence to these expectations, and directors are expected to notify and consult with the nominating and governance committee before accepting a seat on the board of another organization.

Communicating with the Board

Stockholders and other interested parties who wish to communicate on any topic with our board, or with a specific director or directors, including the Chairman or the independent directors as a group, may address such communications to our board of directors c/o Corporate Secretary, Magnite, Inc., 1250 Broadway, 9^th Floor, New York, New York 10001.

Our board of directors will give appropriate attention to written communications that are submitted by stockholders and other interested parties, and will respond if and as appropriate. The Chairman of the board, with the assistance of our Chief Legal Officer and Chief Financial Officer, is primarily responsible for reviewing communications from stockholders and other interested parties and for providing copies or summaries to the other directors as considered appropriate. In accordance with the procedures outlined in Magnite’s Corporate Governance Guidelines, communications (or summaries thereof) that relate to corporate governance, long-term corporate strategy, and other important substantive matters should be forwarded to the other directors, unless there is a compelling reason not to forward such communications. In general, the Chairman of the board may decline to forward communications that relate to ordinary business affairs or personal grievances, or are repetitive or duplicative, unless there is a compelling reason to forward such communications.

Board’s Role in Risk Oversight

Our board of directors oversees risk management consistent with its duty to direct the management of the business and affairs of the Company. The audit committee, pursuant to its charter, is responsible for reviewing company practices with respect to risk assessment and risk management. The audit committee works directly with members of senior management and the Company’s internal audit staff to fulfill this responsibility and reports as appropriate to our board. Our board’s other committees also participate in risk oversight by considering risk aspects of matters within the scope of their responsibilities.

Oversight of risk is also carried out by our board as a whole in various ways.

•The board reviews the structure and operation of various departments and functions of the Company. In those reviews, the board discusses with management risks affecting those departments and functions and management’s approaches to mitigating those risks.

•The board reviews and approves each year’s operating plan and budget, and these reviews cover risks that could affect the plan and measures to cope with those risks.

•In its review and approval of our Annual Reports on Form 10-K, the board reviews with management the Company’s business and related risks, including as described in the “Business,” “Risk Factors” and “Management’s Discussion and Analysis” sections of the document. The audit committee conducts a similar process quarterly in connection with the preparation of Quarterly Reports on Form 10-Q.

•Through its review of particular transactions and initiatives that require board approval, or that otherwise merit board involvement, the board generally includes related risk analysis and mitigation plans among the matters addressed with management.

•The board or audit committee meet quarterly with our internal or external cybersecurity resources to review the efficacy of our cybersecurity risk initiatives and related policies and procedures, including reporting from and discussion with senior management regarding cybersecurity risks and mitigation efforts.

The day-to-day identification and management of risk is the responsibility of the Company’s management. As the market environment, industry practices, regulatory requirements, and the Company’s business evolve, it is expected that management and our board will respond with appropriate adaptations to risk management and oversight.

Our board believes that the process it has established to administer the board’s risk oversight function would be effective under a variety of leadership frameworks and, therefore, does not have a material effect on our choice of the board’s leadership structure described above under “Board Leadership Structure.”

Risk Assessment in Compensation Programs

The compensation committee annually assesses our executive and broad-based compensation and benefits programs on an overall basis to determine whether the programs’ provisions and operations create undesired or unintentional material risk. This risk assessment process takes into account numerous compensation terms and practices that we maintain that aid in controlling risk, including the mix of cash, equity, and near- and long-term incentive programs, the use of multi-year vesting periods for equity awards, and a variety of performance criteria for incentive compensation, the clawback provisions that apply to our annual incentive cash plan and equity plan, and the cap on the maximum performance-based cash incentive awards that can be earned in a given year regardless of Company performance. This risk assessment process also includes a review of program policies and practices, program analysis to identify risk and risk controls, and determinations as to the sufficiency of risk identification and risk control, the balance of potential risk to potential reward, and the significance of the programs and their risks to Company strategy. Although the compensation committee reviews all significant compensation programs, it focuses on those programs with variable payout, in particular assessing the ability of participants to directly affect payouts, and the controls on such situations.

Based on the foregoing, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on the Company as a whole. We also believe that our incentive compensation programs do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks; are compatible with effective internal controls and our risk-management practices; and are adequately supported by the compensation committee’s oversight of our executive compensation programs.

Corporate Responsibility

We believe that a sustainable business strategy is one that integrates corporate responsibility standards in order to help create long-term value for our stockholders and other stakeholders. Our efforts are primarily anchored in three pillars: Talent Engagement, Energy & Environmental Efficiency, and Responsible Advertising & Data Governance. These pillars represent an intersection of our long-term strategic objectives and our stakeholders’ priorities.

Both our board of directors and executive leadership team are actively engaged in Magnite’s corporate responsibility strategy. Within our board framework, our nominating and governance committee is directly responsible for providing oversight over matters relevant to corporate responsibility. We also maintain a committee, which consists of senior leaders across the organization representing key business areas, including people, legal, finance, marketing, product management, data operations, and others, which is responsible for developing and overseeing the implementation of Magnite’s corporate responsibility strategy and related programs, and for providing regular updates to the executive leadership team and nominating and governance committee.

For more information about our corporate responsibility strategy and priorities, and to view our recently published SASB table, please visit our corporate responsibility website at https://www.magnite.com/corporateresponsibility/.

Human Capital Management

We recognize that our people are the driving force behind a truly healthy business that delivers great results for employees, clients, stakeholders and communities. We firmly believe in an environment of transparency and trust, and aim to provide ample opportunity for all employees to ask questions, interface with leadership, and share ideas. We strive to build a culture of excellence that is high-performing and results-oriented while emphasizing collaboration, innovation and individual development. Magnite’s core values of “See the big picture,” “Raise the bar,” “Empower others” and “Own the results” are guiding principles of the design and implementation of people-centric programs and initiatives across the Company.

Examples of how we highlight our cultural values through employee initiatives include:

•We reward team and individual excellence and are committed to creating an exceptional workplace environment.

•We solicit feedback from our employees in annual engagement surveys.

•We believe in ongoing feedback on performance. Our employees set goals at a regular cadence throughout the year and managers provide achievement ratings.

•We build and implement career progression paths to help employees grow personally and professionally.

•We encourage our employees to participate in Magnite’s Magnify Council, a volunteer committee that provides input and prioritization on programs to drive employee engagement.

•We have a partnership with Percent Pledge, through which we support community investment and employee donation matching to certified non-profits.

•We analyze voluntary employee turnover to understand and address trends.

•We give equity to our employees to promote alignment and ownership.

•We have a zero tolerance policy for discrimination and harassment.

•We support various employee resource groups to foster discussion, connection, and education.

Code of Business Conduct and Ethics

Our board of directors has adopted a Code of Business Conduct and Ethics that applies to each of our directors, officers and employees, including our principal executive, principal financial and principal accounting officers, or persons performing similar functions. The full text of our Code of Business Conduct and Ethics is posted on the “Corporate Governance” section of our Investor Relations website at http://investor.magnite.com. We intend to disclose any further amendments to certain provisions of our Code of Business Conduct and Ethics, and waivers of the Code granted to directors and executive officers, on the same website to the extent required by rules adopted by the SEC and Nasdaq.

Compensation Committee Interlocks and Insider Participation

Ms. Harden and Messrs. Knopper, Rossman, and Pearson served on the Company’s compensation committee during the last completed fiscal year. None of the members of the compensation committee is or has at any time been an officer or employee of the Company. There are no interlocking relationships (and there were no such interlocking relationships during 2025) between our board of directors, executive officers or the compensation committee, on the one hand, and the board of directors, executive officers or the compensation committee of any other company, on the other hand.

DIRECTOR COMPENSATION

Each member of our board of directors who is not employed by us or any of our subsidiaries, referred to as a non-employee director, is compensated for service on our board through a combination of annual cash retainers and equity awards. For purposes of our director compensation program, a non-employee director is a member of our board who is not, and has not been within the previous 180 days, either an employee of ours or any of our subsidiaries or a consultant performing material services to us or any of our subsidiaries. In order to align the interests of non-employee directors and stockholders, equity awards constitute a majority of total director compensation.

Directors are reimbursed for travel, food, lodging and other expenses directly related to their activities as directors, such as attendance at board or committee meetings. Directors are also entitled to the protection provided by their indemnification agreements and the indemnification provisions in our certificate of incorporation and bylaws, and they receive coverage under a director and officer insurance policy that we maintain.

2025 Annual Cash Fees

For 2025, directors received annual cash retainer fees as described in the table below for board and committee service. The fees are paid in four equal quarterly advance installments and prorated for any partial year of board service.


Position		Retainer ($)
Board Member		50,000
Audit Committee Chair		24,000
Compensation Committee Chair		15,000
Nominating and Governance Committee Chair		10,000
Audit Committee Member		12,000
Compensation Committee Member		7,500
Nominating and Governance Committee Member		5,000
Board Chairman		75,000
Lead Independent Director		15,000

Equity Awards

In 2025, equity compensation for non-employee directors consisted of (i) an initial equity award with a calculated value of $375,000 for each newly-elected or appointed non-employee director, and (ii) annual awards with a calculated value of $170,000. Equity awards for directors consisted solely of restricted stock units (“RSUs”) covering a number of shares determined by dividing the calculated value of the award by the 20-day trailing average of the Company’s stock price on the grant date.

The initial equity award is granted on the date of appointment to the board or attainment of non-employee director status, unless the board or compensation committee specified another issuance date. Annual equity awards are issued on the date of each annual meeting or the date of attainment of non-employee director status. If no intervening annual meeting has been held, annual equity awards will be granted on a date specified by the compensation committee that is at least 30 calendar days after the first anniversary of the prior year’s annual meeting. The first annual award for non-employee directors who join the board at any time other than the date of an annual meeting is subject to proration for the partial year of service ending on the date of the next annual meeting.

Initial equity awards vest, subject to continued board service, in three equal annual increments, on the first, second, and third anniversaries of the date of commencement of board service or attainment of non-employee director status or, if earlier, upon (but effective immediately prior to) the occurrence of a change in control of Magnite. Annual equity awards vest, subject to continued board service, on the first anniversary of the date of grant or, if earlier, upon the occurrence of either (1) a change in control of Magnite (effective immediately prior thereto) or (2) the first regular annual meeting occurring in the year immediately following the year in which such annual equity awards were granted. In addition, if a non-employee director ceases board service for any reason other than removal for cause before vesting in full of equity awards, then the director’s awards vest with respect to a pro-rata portion of the underlying shares (up to but not exceeding the number of unvested shares remaining subject to such awards) determined based upon the period of board service. Vesting of equity awards will cease, and unvested equity awards will lapse, upon a recipient’s removal for cause from board service.

2025 Market Assessment and 2026 Equity Awards

In late 2025, the compensation committee engaged Semler Brossy to perform a comprehensive review of non-employee director pay to ensure the programs remained competitive and reflective of the constitution of the Company going forward. On October 22, 2025, our compensation committee approved increased annual equity awards for directors of a calculated value of $190,000 (up from $170,000), commencing with the grant to be made at the 2026 annual meeting of stockholders. All other director compensation remains unchanged.

Director Equity Retention Guidelines

Under our equity retention guidelines, each director is required to accumulate, as of the first March 31 which occurs after the fifth anniversary following the date of commencement of service and each March 31 thereafter (each, an “Annual Compliance Assessment Date”), an amount of equity equal to five times the director’s base board cash compensation (the “Minimum Retained Equity”). Equity that counts toward the

ownership requirement includes: (1) shares owned outright by the director or beneficially owned by the director by virtue of being held by a member of the director’s immediate family members residing in the same household or in a trust for the benefit of the director or his or her immediate family residing in the same household; (2) shares held in qualified plans or IRAs; (3) vested shares (or vested restricted stock units) deemed to be held in non-qualified plans; and (4) unvested time-based restricted shares (or restricted stock units). Subject to limited exceptions, if the Minimum Retained Equity is not achieved as of an Annual Compliance Assessment Date, a director will be prohibited from selling or otherwise transferring beneficial ownership, until the next Annual Compliance Assessment Date at which the individual achieves compliance, of more than one-half of the vested after-tax shares of company common stock obtained as a result of the vesting of any restricted stock or restricted stock unit award.

2025 Director Compensation Table

The following table sets forth all compensation provided to our non-employee directors for 2025. The compensation for Mr. Barrett, our Chief Executive Officer, is described in the “Executive Compensation” section below. Mr. Barrett did not receive any compensation for his services as a director in 2025.


Name	Fees Earned or Paid in Cash ($)⁽¹⁾	Stock Awards($)⁽²⁾⁽³⁾	Option Awards ($)⁽²⁾ ⁽⁴⁾	Total ($)
Paul Caine	$125,000	$187,974	—	$312,974
Sarah P. Harden	$57,500	$187,974	—	$245,474
Doug Knopper	$70,000	$187,974	—	$257,974
Rachel Lam	$67,000	$187,974	—	$254,974
David Pearson	$81,500	$187,974	—	$269,474
James Rossman	$69,500	$187,974	—	$257,474
Robert F. Spillane	$75,750⁵	$187,974	—	$263,724
Diane Yu	$55,000	$187,974	—	$242,974

(1)Consists of annual board retainer and fees for service as Chairman, a committee chair, committee member, or Lead Independent Director, as the case may be. See the narrative disclosure above for a description of such fees.

(2)In accordance with the rules of the SEC, these amounts represent the aggregate grant date fair value of the stock awards and option awards granted to the non-employee directors during the fiscal year computed in accordance with ASC 718. Our equity awards valuation approach and related underlying assumptions for awards granted in 2025 are described in Note 2 “Organization and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 16 “Stock-Based Compensation” to the Consolidated Financial Statements in our Annual Report on Form 10-K. The reported amounts do not necessarily reflect the value that may be realized by the non-employee director with respect to the awards, which will depend on future changes in stock value and may be more or less than the amount shown. The number of shares granted to directors was determined by dividing the approved value of the awards ($170,000) by the 20-day trailing average of the Company’s stock price on the grant date, and accordingly the grant date fair value of the stock awards may differ from the value of the approved award.

(3)Stock awards for 2025 consisted of an annual award of 10,766 restricted stock units granted on June 5, 2025 to each director serving on our board at such time. As of December 31, 2025, the aggregate number of shares of our common stock covered by unvested stock awards held by each of our non-employee directors was as follows:


Paul Caine	10,766
Sarah P. Harden	10,766
Doug Knopper	10,766
Rachel Lam	10,766
David Pearson	10,766
James Rossman	10,766
Robert F. Spillane	10,766
Diane Yu	10,766

(4)As of December 31, 2025, the aggregate number of shares of our common stock covered by stock options held by each of our non-employee directors was as follows:


Paul Caine	—
Sarah P. Harden	—
Doug Knopper	—
Rachel Lam	—
David Pearson	—
James Rossman	—
Robert F. Spillane	32,349
Diane Yu	—

(5)Includes fee for service as Lead Independent Director from January 1, 2025 until March 31, 2025.

REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS

The audit committee of Magnite’s board of directors is composed of four members and acts under a written charter that has been approved by Magnite’s board of directors. The members of the audit committee are independent directors, based upon standards set forth in applicable rules and regulations of Nasdaq and the SEC. The audit committee has reviewed and discussed the audited financial statements with management, and has discussed with Magnite’s independent registered public accounting firm, Deloitte & Touche LLP (“Deloitte”), the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board and the SEC.

The audit committee has also received the written disclosures and the letter from Deloitte required by the applicable requirements of the Public Company Accounting Oversight Board regarding Deloitte’s communications with the audit committee concerning independence, and has discussed with Deloitte its independence.

Management is responsible for the Company’s financial reporting process and the system of internal controls, including internal control over financial reporting, and procedures designed to promote compliance with accounting standards and applicable laws and regulations. Deloitte is responsible for the audit of the consolidated financial statements. The audit committee’s responsibility is to monitor and oversee these processes and procedures.

The audit committee’s meetings facilitate communication among the members of the audit committee, management, the internal auditors, and Deloitte. The audit committee separately met with each of the internal auditors and Deloitte, with and without management, to discuss the results of their examinations and their observations and recommendations regarding Magnite’s internal controls. The audit committee also met separately with management.

Based on its discussions with management and the independent accounting firm, and its review of the representations and information provided by management and Deloitte, the audit committee recommended to Magnite’s board of directors that Magnite’s audited financial statements for the fiscal year ended December 31, 2025 be included in Magnite’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, which was filed with the SEC on February 25, 2026.

By order of the audit committee of the board of directors of Magnite,

AUDIT COMMITTEE

David Pearson, Chair
Robert F. Spillane

Rachel Lam

James Rossman

The preceding Report of the Audit Committee shall not be deemed filed under the Securities Act of 1933, as amended (the “Securities Act”), or the Exchange Act, except to the extent the Company specifically incorporates this report by reference into a filing under either of such Acts. The report shall not be deemed soliciting material, or subject to Regulation 14A or 14C or the liabilities of Section 18 of the Exchange Act.

EXECUTIVE OFFICERS

The table below sets forth certain information regarding our executive officers as of April 10, 2026.


Name	Age	Position
Michael G. Barrett	64	Chief Executive Officer and Director
Sean Buckley	38	President, Revenue & Market Strategy
David Buonasera	41	Chief Technology Officer
David L. Day	64	Chief Financial Officer
Katie Evans	40	President, Product & Operations
Brian Gephart	47	Chief Accounting Officer
Aaron Saltz	45	Chief Legal Officer

Michael G. Barrett. See “Proposal 1 – Election of Directors” for Mr. Barrett’s biography.

Sean Buckley has served as our President, Revenue & Market Strategy since April 2026. Prior to that, Mr. Buckley served as our President, Revenue from January 2025 through March 2026, our Chief Revenue Officer from January 2022 through December 2024 and our Chief Revenue Officer, CTV, from May 2021 through December 2021. Previously, he served as the Chief Operating Officer for SpotX, Inc. from January 2020 to June 2021, Chief Revenue Officer from January 2017 to January 2020, SVP, Global Revenue from July 2014 to January 2017, and Vice President, Platform from June 2013 to July 2014. Mr. Buckley holds a B.S. in Business Administration from Northeastern University.

David Buonasera has served as Chief Technology Officer since March 2023. Prior to that Mr. Buonasera served as our Senior Vice President of Engineering for SpringServe since July 2021 and as head of Magnite CTV Streaming since September 2022. Previously, he helped found SpringServe in 2014 and served as its Chief Technology Officer from July 2014 to July 2021. His career also includes experience as Director of Optimization and Analytics, and Manager of Data Engineering at Appnexus from July 2009 to July 2014. Mr. Buonasera holds a Computer Science and Engineering degree from the University of Pennsylvania.

David L. Day has served as our Chief Financial Officer since May 2016 and served as our Chief Accounting Officer from March 2013 to August 2017. Mr. Day plans to retire as the Company's Chief Financial Officer on September 30, 2026. From May 2011 to March 2013, Mr. Day served as the Chief Accounting Officer at ReachLocal, Inc., a formerly public company servicing small and medium-sized businesses as their digital ad agency. Mr. Day’s career also includes experience as Vice President of Finance for Spot Runner, a technology-based ad agency for small and medium-sized business, Senior Vice President of Finance for Yahoo! Search Marketing, Senior Vice President of Finance and Corporate Controller of Overture, and public accounting experience with PricewaterhouseCoopers and Arthur Andersen. Mr. Day holds a B.S. in Accounting from Brigham Young University.

Katie Evans has served as our President, Product & Operations since April 2026. Prior to that, Ms. Evans served as our President, Operations from January 2025 through March 2026, our Chief Operating Officer from September 2020 through December 2024 and our General Manager, CTV from April 2020 through August 2020. Previously, she served as Chief Operating Officer of Telaria from March 2017 to April 2020 and as Senior Vice President, Strategy and Operations, from November 2015 to March 2017. Ms. Evans holds a B.S. in Business Administration from the University of Richmond.

Brian Gephart has served as our Chief Accounting Officer since June 2021. Prior to joining the Company, Mr. Gephart served as the Chief Financial Officer of Leaf Group, a diversified consumer internet company that operates in digital media and direct-to-consumer ecommerce marketplaces, since May 2020, and as Chief Accounting Officer from June 2019 to May 2020. Prior to joining Leaf Group, Mr. Gephart served as Chief Accounting Officer of JH Capital Group, a diversified consumer finance company, from August 2017 to April 2019. Prior to joining JH Capital Group, Mr. Gephart was a Director at PricewaterhouseCoopers LLP specializing in Capital Markets & Accounting Advisory Services, from July 2011 to August 2017, where he advised a variety of private and public companies on capital market transactions, mergers and acquisitions and financial reporting and accounting matters. Mr. Gephart received a bachelor’s degree in Accounting from Hillsdale College and an M.B.A. from DePaul University. Mr. Gephart is a Certified Public Accountant.

Aaron Saltz has served as our Chief Legal Officer since January 2023, and previously served as our General Counsel and Corporate Secretary from April 1, 2020 to December 2022. Previously, Mr. Saltz served as General Counsel of Telaria from November 2015 to April 2020 and as Vice President, Associate General Counsel from January 2013 to October 2015. Prior to Telaria, Mr. Saltz worked as an attorney in the mergers and acquisitions department of Skadden, Arps, Slate, Meagher and Flom LLP from 2005 to 2013. Mr. Saltz holds a B.A. from Cornell University and a J.D. from Harvard Law School.

Election of Officers

Our executive officers are elected by, and serve at the discretion of, our board of directors. There are no family relationships among any of our directors or executive officers.

EXECUTIVE COMPENSATION

Compensation Discussion and Analysis

Introduction

This Compensation Discussion and Analysis describes the compensation arrangements we had for 2025 with the following “named executive officers,” as determined under the rules of the SEC and identified in the summary compensation table below:


Name	Position
Michael G. Barrett	President and Chief Executive Officer
Sean Buckley	President, Revenue & Market Strategy⁽¹⁾
David L. Day	Chief Financial Officer⁽²⁾
Katie Evans	President, Product & Operations⁽³⁾
Adam Soroca	Former Chief Product Officer⁽⁴⁾

(1)Mr. Buckley’s title was changed to President, Revenue & Market Strategy in April 2026.

(2)Mr. Day plans to retire as the Company’s Chief Financial Officer on September 30, 2026.

(3)Ms. Evans’ title was changed to President, Product & Operations in April 2026.

(4)Mr. Soroca ceased serving as our Chief Product Officer effective April 8, 2026.

Executive Summary

Financial and Business Highlights. In 2025, we continued to demonstrate strong financial and strategic operational performance, building upon significant work we have done in transforming and accelerating the business over the past several years. Notable results include:

• Achieved record revenue of $714.0 million, an increase of 6.9%, compared to $668.2 million in 2024, and record Contribution Ex-TAC of $669.6 million, an increase of 10.3%, compared to $606.9 million in 2024 (see the discussion starting on page 51 of our Annual Report on Form 10-K for the year ended December 31, 2025 for a reconciliation of gross profit to Contribution ex-TAC).

•Continued to drive meaningful profitability with record Adjusted EBITDA of $232.1 million (see the discussion starting on page 52 of our Annual Report on Form 10-K for the year ended December 31, 2025 for a reconciliation of net income (loss) to Adjusted EBITDA).

•Made continued improvements to our capital structure, reducing our net leverage ratio from 6.2X at Q2 2021 to 0X at the end of 2025.

•Continued to drive the Company’s AI strategy, including with our acquisition of streamr.ai, a platform that uses generative AI to automate the creation of broadcast-quality video ads and streamline campaign setup, as well as our implementation of an Advertising Context Protocol (or AdCP) to execute what we believe was the industry’s first agent-to-agent campaign.

•Executed new or renewed customer agreements with key partners including Paramount, Spotify, Pinterest, Roblox, NBA, Best Buy, PayPal, Vevo, FOX, Roku, Philo, Verizon and many more.

Compensation Highlights. Our compensation programs are designed to support creation of stockholder value while maintaining our ability to recruit and retain critical talent in a highly competitive industry. For 2025, the compensation committee took the following key actions:

• After no cash adjustments in 2024, the Committee approved 2025 base salary increases for all NEOs and limited adjustments to 2025 target bonus opportunities. The cash increases were largely centered around 4% increases (including the CEO), except in cases where executives were promoted or where there was a need to address competitive market positioning gaps and/ or provide internal alignment; and

• Approved equity grant levels for 2025, reflecting year-over-year increases that more closely approximated 2022 levels after two consecutive years of reductions driven by company stock performance and broader dilution constraints. The CEO received a 14% increase, and Ms. Evans received an 90% increase in connection with her promotion to President, Operations, while adjustments for other NEOs varied based on market positioning, expanded scope and criticality of role, and internal alignment.

Consideration of 2025 Say-on-Pay Vote. At our 2025 annual meeting of stockholders, approximately 85% of the votes cast approved the compensation paid to our named executive officers. The Magnite compensation committee values the perspectives of our stockholders and continues to consider the results of Say-on-Pay votes and stockholder feedback when reviewing our executive compensation philosophy and program. Given the strong support, the compensation committee did not make any changes to our compensation program directly in response to the vote.

Executive Compensation Governance. Our executive compensation program includes a number of features intended to reflect best practices in the market and reinforce our stockholders’ interests. These features are described in more detail below in this Compensation Discussion and Analysis and include the following:

What We Do:

What We Don’t Do:

✓Provide a significant portion of CEO pay that is “at-risk” (89% of 2025 target direct compensation was based on financial or share price performance; target direct compensation includes the CEO’s annual base salary, target performance-based cash incentive amount, and the grant date fair value of his equity awards)

✓Utilize a formulaic incentive structure in our annual performance-based cash incentive program, as well as limit the maximum annual performance-based cash incentive payment to 150% of the target opportunity

✓Maintain both market competitive ownership guidelines and holding requirements to align with stockholder and market expectations

✓Provide performance-based equity for our NEOs based on outperforming the market (50% of the annual equity award for our CEO and 30% for our other NEOs in 2025)

✓Employ a clawback policy to allow the Company to recover any performance-based compensation later proven unearned

✓Retain an independent compensation consultant to advise the independent compensation committee

✓Consider feedback from stockholders as part of the compensation committee’s annual program review

No single-trigger change in control benefits

No gross-ups for change in control benefits

No discounted stock options or option re-pricings

No excessive perquisites

No hedging or pledging of our equity securities

Executive Compensation Philosophy and Objectives

The compensation committee conducts an annual review of our executive compensation program to help confirm that the program: (1) is designed to align the interests of our named executive officers with our stockholders’ interests by rewarding performance that is tied to creating stockholder value; and (2) provides a total compensation package for each of our named executive officers that we believe is competitive and necessary to attract and retain talent.

We accomplish these objectives by providing a total compensation package that includes three main components: base salary, annual performance-based cash awards and long-term equity-based awards. We believe that in order to attract and retain top executives, we need to provide them with compensation levels that reward their continued service. Some of the elements, such as base salaries and annual cash awards, are paid out on a short-term or current basis. Other elements, such as equity awards that are subject to multi-year vesting schedules and benefits provided upon certain terminations of employment, are paid out on a long-term basis. We believe this mix of short- and long-term elements allows us to achieve our goals of attracting, retaining and motivating our top executives.

In structuring executive compensation packages, the compensation committee considers how each component promotes retention and motivates performance. Base salaries, severance and other termination benefits are primarily intended to attract and retain highly qualified executives. These elements of our executive compensation program are generally not dependent on performance. Annual cash bonus opportunities and performance-based long-term equity awards provide further incentives to achieve performance goals specified by the compensation committee and long-term equity awards also provide incentives to help create value for our stockholders and continue employment with us through specified vesting dates.

Payment of our annual performance-based cash awards is solely contingent upon the achievement of financial performance metrics. The amount of compensation ultimately received for these awards varies with our annual financial performance, thereby providing additional incentives to achieve short-term or annual goals that we believe will maximize stockholder value over the long term.

We believe that by providing a significant portion of our named executive officers’ total compensation package in the form of equity-based awards, we are able to create an incentive to build stockholder value over the long-term and more closely align the interests of our named executive officers to those of our stockholders. Our annual equity awards to named executive officers for 2025 consisted of performance stock units (“PSUs”), stock options (for the CEO only) and restricted stock unit awards, which generally only vest if the executive remains employed with us through the vesting date.

Compensation Determination Process

The compensation committee considers, determines, reviews, and revises all components of each named executive officer’s compensation. It may not delegate that responsibility. The compensation committee also has oversight of and consults with management regarding executive and non-executive employee compensation plans and programs, including administration of our equity incentive plans.

The compensation committee retains an independent executive compensation consultant, Semler Brossy Consulting Group, LLC, referred to as Semler Brossy, to provide input, analysis, and consultation about our executive compensation. During 2025, Semler Brossy’s work with the compensation committee included analysis, advice, and recommendations on total compensation philosophy; peer groups and market assessment and analysis; compensation program design, including program goals, components, and metrics; equity usage and allocation; compensation trends in comparable business sectors and in the general marketplace for senior executives; the compensation of non-employee directors; regulatory factors; and the compensation of the chief executive officer and the other named executive officers, including advice on the design of cash-based and equity-based compensation.

Semler Brossy reports directly and solely to the compensation committee and performs compensation consulting services for the compensation committee at its request. Semler Brossy is not engaged to perform services directly for our management. The compensation committee has concluded that no conflict of interest exists with respect to its engagement of Semler Brossy nor are there other factors that would adversely impact Semler Brossy’s independence in advising the compensation committee under applicable SEC and Nasdaq rules. The compensation committee reached this conclusion after considering the following six factors, as well as Semler Brossy’s views regarding its independence and other information the compensation committee deemed relevant: (i) the provision of other services to us by Semler Brossy; (ii) the amount of fees received from us by Semler Brossy, as a percentage of the total revenue of Semler Brossy; (iii) the policies and procedures of Semler Brossy that are designed to prevent conflicts of interest; (iv) any business or personal relationship of the Semler Brossy consultants with a member of the compensation committee; (v) any of our stock owned by the Semler Brossy consultants; and (vi) any business or personal relationship of the Semler Brossy consultants or Semler Brossy with any of our executive officers.

Executive officers do not propose or seek approval for, or have any decision-making authority with respect to, their own compensation. Executive officers are also not present during any deliberations or determinations of their pay or performance. The chief executive officer makes recommendations to the compensation committee on the base salary, annual incentive cash targets, and equity awards for each named executive officer other than himself, based on his assessment of each executive officer’s performance during the year and other factors, including compensation survey data and input from Semler Brossy.

Performance reviews for the chief executive officer and other named executive officers include factors that may vary depending on the role of the individual officer, including strategic capability—how well the executive officer identifies and develops relevant business strategies and plans; execution—how well the executive officer executes strategies and plans; and leadership capability—how well the executive officer leads and develops the organization and its people. The compensation committee conducts an annual performance review of the chief executive officer to evaluate the Company’s performance, his performance and the performance of the management team and considers this review in determining the chief executive officer’s base salary, annual performance-based cash incentive target, and equity awards.

We have engaged in discussions regarding our compensation philosophy with several of our large stockholders, and we intend to engage in further compensation-related discussions from time to time at such stockholders’ request.

Peer Group Compensation Assessment

The compensation committee works with Semler Brossy periodically to select a peer group of companies in our industry to assist the compensation committee in making its compensation decisions. Although the compensation committee reviews and discusses the peer company compensation data provided by Semler Brossy to help inform its decision-making process, the compensation committee does not set compensation levels at any specific level or percentile against the peer group data. The peer company data is only one point of information taken into account by the compensation committee in making compensation decisions.

In July 2024, the compensation committee, with assistance from Semler Brossy, reviewed Magnite’s current peer group companies. The compensation committee determined that for 2025, three companies should be added to the peer group (Criteo, Taboola.com, and Yelp) and three companies should be removed (Digital Turbine, LivePerson, and New Relic) to further balance the scope and scale of the group. Peer group companies were selected based on several criteria, including being similar in size, favoring companies based in California or New York, and having a reasonably comparable business. Specifically, the criteria the compensation committee used to assess our peer group used for informing 2025 compensation decision are summarized below:

•Size and Scale: Using our 2024 peer group as a starting point, we initially identified a group of companies with (i) a range of annual revenues of approximately $210 million to approximately $1.9 billion, roughly 1/3x to 3x our annualized revenues of approximately $639 million at the time of the analysis and (ii) market capitalizations of approximately $620 million to approximately $5.6 billion, roughly 1/3x to 3x our market capitalization of approximately $1.9 billion at the time of the analysis.

•Industry and Business: We identified innovative companies that focused on advertising and video orientation, and were heavily impacted by marketing budgets and customer spend.

•Other Qualitative Factors: We identified companies that were located in California, New York, or other major metropolitan areas, operated online exchanges or marketplaces, or were strong talent competitors.


	Fiscal 2025 Peer Group
Blackline	Integral Ad Science	Taboola.com
Cardlytics	LiveRamp	TechTarget
Criteo	MediaAlpha	Yelp
DoubleVerify	PubMatic	Zeta Global
EverQuote	QuinStreet
fuboTV	SPS Commerce

Current Executive Compensation Program Elements

The current elements of our executive compensation program are:

•base salaries;

•annual performance-based incentive cash awards;

•equity-based incentive awards; and

•certain additional employee benefits.

We strive to achieve an appropriate mix between the various elements of our compensation program to meet our compensation objectives and philosophy; however, we do not apply any rigid allocation formula in setting our named executive officers’ compensation, and we may make adjustments to this approach for various positions after giving due consideration to prevailing circumstances.

As discussed throughout this Compensation Discussion and Analysis, the compensation policies and programs applicable to our named executive officers reflect our emphasis on aligning the interests of our executive officers with our stockholders’ interests in enhancing our value over the long-term. Applying this philosophy, a significant portion of overall compensation opportunities offered to our named executive officers is in the form of (i) equity-based compensation with a value directly linked to our stock price and, in the case of PSUs, contingent upon achievement of measurable financial objectives and (ii) annual performance-based cash awards contingent upon achievement of measurable financial objectives.

Base Salaries

Base salaries for our named executive officers are designed to be competitive when compared with similarly situated executives within our peer group, and are based on a variety of factors, including level of responsibility, performance, and the recommendations of the chief executive officer for named executive officers other than the chief executive officer. Base salaries are reviewed annually or at the time of promotion or other changes in responsibilities. In determining whether to award base salary increases, the compensation committee considers our overall business outlook, our budget, the executive’s individual performance, historical compensation, market compensation levels for comparable positions, internal pay equity, and other factors, including any retention concerns.

After consideration of the data from the peer group described above and the other factors described in the preceding paragraph, the compensation committee made changes to incumbent named executive officers’ base salaries, effective January 2025, as shown in the table below.


Name	2024 Annual Base Salary	2025 Annual Base Salary	Percent Increase (%)
Michael Barrett	$625,000	$650,000	4.0%
Sean Buckley	$572,500	$600,000	4.8%
David Day	$560,000	$600,000	7.1%
Katie Evans⁽¹⁾	$490,000	$600,000	22.4%
Adam Soroca	$490,000	$510,000	4.1%

(1)Promoted to President, Operations, effective January 1, 2025.

Annual Performance-Based Cash Awards

Our named executive officers are eligible to receive performance-based cash incentive payments under our Executive Cash Incentive Plan, referred to as the Executive Bonus Plan, which is administered by our compensation committee. The amount of cash incentive payments under the Executive Bonus Plan is determined based upon the achievement of pre-established corporate financial objectives that the compensation committee believed were challenging yet achievable.

The compensation committee utilized an annual structure for the 2025 Executive Bonus Plan. The compensation committee made changes to target annual bonus as a percentage of base salary for certain NEOs in 2025, as shown in the table below:


Name	2024 Annual Target % of Base Salary	2025 Annual Target % of Base Salary
Michael Barrett	100%	100%
Sean Buckley	100%	100%
David Day	70%	100%
Katie Evans	70%	100%
Adam Soroca	70%	70%

In 2025, performance was measured against three financial goals: 35% DV+ Contribution ex-TAC, 35% CTV Contribution ex-TAC, and 30% adjusted EBITDA less capital expenditures, referred to as capex. The compensation committee chose these financial metrics because they represent objectively determinable financial targets and focused the Company on goals important to Magnite’s success. The payout formula for the CTV Contribution ex-TAC and DV+ Contribution ex-TAC performance metrics were adjusted for NEOs from 2024 to 2025 as follows: (i) minimum

trigger for 50% payout increased from 80% to 85% achievement; and (ii) maximum trigger for 150% payout increased from 105% to 110% achievement. For a description of how we calculate Contribution ex-TAC and adjusted EBITDA, see the “Key Operating and Financial Performance Metrics” section of the Management’s Discussion and Analysis of Financial Condition and Results of Operations in Part II, Item 7 of the Company’s Annual Report on Form 10-K.

Original Annual Bonus Targets and Payout

At the beginning of 2025, the compensation committee established performance goals for fiscal year 2025 as reflected in the table below, which would have yielded the payout results set forth in the table.


Performance Goal	Metric Weight	Threshold	Target (100% payout)	Maximum (150% payout)	2025 Actual Result (96.84% payout)
CTV Contribution ex-TAC	35%	$257.6 million (50% payout)	$303.0 million	$333.3 million	$304.2 million
DV+ Contribution ex-TAC	35%	$318.0 million (50% payout)	$374.1 million	$411.5 million	$365.4 million
Adjusted EBITDA less Capital Expenditures	30%	$118.6 million (40% payout)	$169.4 million	$203.3 million	$152.2 million

Revised Annual Bonus Targets and Payout

In December 2025, the compensation committee determined that it was appropriate to exclude $20 million in capital expenditure incurred by the Company in 2025 in the calculation of amounts earned under the 2025 Executive Bonus Plan. The additional capital expenditure was connected to a pull forward of planned expenses to accelerate the build out of the Company’s on-prem data infrastructure. In February 2026, the compensation committee determined that for fiscal year 2025, the Company achieved CTV Contribution ex-TAC of $304.2 million, DV+ Contribution ex-TAC of $365.4 million and, after adding back the $20 million capital expenditure, Adjusted EBITDA less capex of $172.2 million, which resulted in a weighted payout percentage of 100.38% of each named executive officers’ target bonus for 2025 (compared to 96.84% before the adjustment). Amounts paid to each named executive officer are set forth in the table below.


Name	2025 Bonus Target	2025 Bonus % Earned	2025 Bonus Paid
Michael Barrett	$650,000	100.38%	$652,470
Sean Buckley	$600,000	100.38%	$602,280
David Day	$600,000	100.38%	$602,280
Katie Evans	$600,000	100.38%	$602,280
Adam Soroca	$357,000	100.38%	$358,357

2025 Annual Equity Awards

We grant equity-based compensation to our named executive officers in order to attract, retain and reward our executives and strengthen the mutuality of interests between our named executive officers and stockholders. The compensation committee annually determines the form and amount of equity-based incentives granted to executives. In making its determinations, the compensation committee considers factors such as peer group market data, recommendations from Semler Brossy, the executive’s and our performance in the last year and the results achieved by the executive, the executive’s base salary, target annual incentive opportunity and prior grants of equity awards, and the compensation committee’s view regarding the future potential of long-term contributions of the executive. Recommendations of the chief executive officer are also taken into consideration for our named executive officers other than the chief executive officer.

Our equity mix is designed to be both retentive and performance oriented. For our CEO, we grant an equity mix of 30% RSUs, 20% Options, and 50% PSUs. For our other NEOs we grant an equity mix of 70% RSUs and 30% PSUs. We believe PSUs strengthen alignment with stockholders, complement other time-vesting equity grants, and provide a longer-term view of performance.

In January 2025, each of our named executive officers received an annual equity grant. The number of stock options, RSUs and PSUs granted to each of our named executive officers for the 2025 annual grant is set forth in the table below:


Name	Number of Stock Options Granted	Number of RSUs Granted	Target Number of PSUs Granted	Total Approved Value⁽¹⁾
Michael Barrett	81,374	82,117	107,497	$4,500,000
Sean Buckley	—	123,479	41,566	$2,900,000
David Day	—	127,737	43,000	$3,000,000
Katie Evans	—	123,479	41,566	$2,900,000
Adam Soroca	—	74,513	25,083	$1,750,000

(1)The number of RSUs granted is calculated based on the aggregate dollar value of the approved award divided by the average closing market price of our common stock on Nasdaq for the 20 trading days immediately prior to the date of grant. The number of options granted is calculated based on the aggregate dollar value of the approved award divided by an estimated Black-Scholes value, considering the average closing market price of our common stock on Nasdaq for the 20 trading days immediately prior to the date of grant and historical differences in our grant date closing stock price versus the grant’s Black-Scholes value. The number of PSUs granted is calculated based on the aggregate dollar value of the approved award after dividing the award into three tranches (25%, 25%, and 50%) and dividing the dollar value of each tranche by the estimated fair value on the grant date using a Monte Carlo model. As a result of these methods, the fair value of the awards computed in accordance with FASB ASC Topic 718 (and the values reflected in the compensation tables below), may be lower or higher than the equity compensation value approved by the compensation committee, which appears in the table above.

If our stock price were not to increase, the stock options will not deliver any economic value because the options have an exercise price equal to our stock price on the date of grant and our equity incentive plans prohibit stock option repricing. The stock options and RSUs reflected in the table above vest over four years and the PSUs reflected in the table above vest over three years to provide an additional retention incentive. In determining the size of the 2025 annual awards for all named executive officers, the compensation committee took into consideration market benchmark levels, individual and overall Company performance, internal pay equity, stockholder dilution, and our CEO’s recommendation (except with respect to his own equity awards).

For 2025, the compensation committee determined that PSUs should continue to make up a substantial part of each of the NEOs’ equity awards. The PSUs measure the Company’s TSR performance relative to the Russell 2000 index over three distinct periods (1-year, 2-years, and 3-years) from the performance start date with a weighting of 25% of target number of PSUs in the 1-year performance period, 25% of target number of PSUs in the 2-year performance period, and 50% of target number of PSUs in the 3-year performance period to ensure the majority of the award is connected to long-term performance. Shares that are earned after the 1-year and 2-year performance periods remain subject to time-based vesting conditions until the third anniversary of the grant date consistent with the prior design. The 2024 and 2025 PSU awards also allow for the ability for unearned shares after the 1-year and 2-year performance periods to be earned based on the 3-year performance period to the extent that performance improves over the cumulative 3-year period and would have otherwise been earned if the entire award was based on a single 3-year performance period. The design is aimed to promote engagement from senior executives and limit the risk of a single-point in time calculation for the end-to-end performance period while also staying within reasonable market practices for companies with heightened share price volatility.

The Russell 2000 was chosen as the TSR comparator group because the compensation committee believes this index represents a reasonable investment alternative for stockholders considering investing in our business while requiring stable and robust performance outcomes. The PSU awards to Messrs. Barrett, Buckley, Day, and Soroca and Ms. Evans, which were granted in January 2025, have a target of 107,497, 41,566, 43,000, 25,083, and 41,566 stock units, respectively. The PSU awards are eligible to vest between 0% and 150% of the target number of units subject to the award based on the performance schedule below:


Magnite Relative TSR Ranking vs. Russell 2000 Index	Vesting % of Target Number of PSUs
80^th Percentile or Higher	150%
55^th Percentile	100%
20^th Percentile	25%
Below 20^th Percentile	0%

The vesting percentage will be interpolated on a linear basis between the levels stated in the chart above. Additionally, in the event Magnite’s TSR for the performance period is negative, the vesting percent of shares is capped at 100% of target shares. In approving the PSU awards, the compensation committee believed it would enhance the performance-based nature of our executive compensation program and further align the interests of our NEOs with those of our stockholders.

Vesting of February 2022 PSUs

On February 1, 2022, the Company granted Mr. Barrett PSUs that vest based on our TSR for the three-year period beginning on the grant date of the award relative to the TSRs of the companies in the Russell 2000 index over the same period. In February 2025, the compensation committee certified that the Company’s TSR was 14.15% for the performance period, which represented the 67.42th percentile relative to the index. Accordingly, 124.83% of the target PSUs held by Mr. Barrett vested in February 2025.


Magnite Relative TSR Ranking vs. Russell 2000 Index	Vesting % of Target Number of PSUs
80^th Percentile or Higher	150%
55^th Percentile	100%
20^th Percentile	25%
Below 20^th Percentile	0%
Actual: 67.42th Percentile	Actual: 124.83%

Vesting of January 2023 PSUs

On January 1, 2023, the Company granted Messrs. Barrett, Buckley, Day, and Soroca and Ms. Evans PSUs that vest based on our TSR for the three-year period beginning on the grant date of the award relative to the TSRs of the companies in the Russell 2000 index over the same period. In January 2026, the compensation committee certified that the Company’s TSR was 44.08% for the performance period, which represented the 68.17th percentile relative to the index. Accordingly, 126.35% of the PSUs held by Messrs. Barrett, Buckley, Day, and Soroca and Ms. Evans vested in January 2026.


Magnite Relative TSR Ranking vs. Russell 2000 Index	Vesting % of Target Number of PSUs
80^th Percentile or Higher	150%
55^th Percentile	100%
20^th Percentile	25%
Below 20^th Percentile	0%
Actual: 68.17th Percentile	Actual: 126.35%

Trending Performance for Outstanding Awards

The compensation committee reviewed interim performance for the Company’s 2024 and 2025 PSU awards, which include 1-year, 2-year, and 3-year performance periods. For the 2024 PSU awards, the completed 1-year and 2-year periods resulted in TSR achievement of 82.34% and 76.93%, corresponding to payout levels of 150% and 150%. For the 2025 PSU awards, the completed 1-year period resulted in TSR achievement of 3.95%, corresponding to a payout level of 79.73%. Final payout levels remain subject to the 3-year performance period and may be increased based on cumulative performance over the full cycle if 3-year performance exceeds interim results. Vesting remains contingent on continued service through the end of the 3-year period.

Other Employee Benefits and Perquisites

We have generally not offered extensive benefits or other compensation programs to our named executive officers, apart from employee benefits made available generally to our employees such as participation in Magnite’s 401(k) plan and eligibility to receive a Company match, and health and welfare benefit programs.

Employment Arrangements

We have entered into an employment agreement with Mr. Barrett and offer letters with each of our other named executive officers. Each of the named executive officers serves on an at-will basis and the employment agreement and offer letters do not have a specified term. The employment agreement and offer letters provide for a base salary, eligibility to receive an annual performance bonus, and eligibility to participate in employee benefit or group insurance plans maintained by us from time to time.

Severance Agreements

We are also party to Executive Severance and Vesting Acceleration Agreements, referred to as the severance agreements, with each of our named executive officers that provide for severance and other termination benefits upon certain qualifying terminations of employment. These severance agreements are intended to provide economic protection so that an executive can remain focused on our business without undue personal concern in the event that his or her position is eliminated or, in some cases, significantly altered by us, which we believe is particularly important in light of the executives’ leadership roles at Magnite. The compensation committee believes that providing severance or similar benefits is common among similarly situated executives in our industry generally and remains important in recruiting and retaining key executives.

The prospect of a change in control of Magnite can also cause significant distraction and uncertainty for executive officers and, accordingly, the compensation committee believes that appropriate change in control protections are important tools for aligning executives’ interests with those of our stockholders by allowing our executive officers to focus on strategic transactions that may be in the best interest of our stockholders without undue concern regarding the effect of such transactions on their continued employment. Accordingly, the severance agreements also provide for enhanced severance payments and accelerated vesting of equity awards if the executives’ employment is terminated in connection with or following a change in control of Magnite.

For more information regarding the potential payments and benefits that would be provided to our named executive officers in connection with certain terminations of their employment (including terminations in connection with a change in control) on the last business day of fiscal year 2025, please see “Potential Payments upon Termination or Change in Control” below.

We do not provide our executives with tax “gross-up” payments in connection with a termination of their employment and/or a change in control of Magnite.

Tax Considerations

Section 162(m) of the federal tax laws generally prohibits a publicly held company from deducting compensation paid to a current or former named executive officer that exceeds $1 million during the tax year. As one of the factors in its consideration of compensation matters, the compensation committee notes this deductibility limitation. However, the compensation committee has the flexibility to take any compensation-related actions that it determines are in the best interests of the Company and our stockholders, including awarding compensation that may not be deductible for tax purposes. There can be no assurance that any compensation will in fact be deductible.

Recoupment Policy

We adopted a compensation recoupment (clawback) policy, which is intended to comply with the requirements of Exchange Act Rule 10D-1. The policy provides that, in the event that the Company is required to prepare an accounting restatement of its financial statements due to the Company’s material noncompliance with any financial reporting requirement under the securities laws, the compensation committee will take all necessary steps, unless determined to be financially impracticable, to recover the amount of any “incentive compensation” (which generally includes any compensation granted, earned, or vested based in whole or in part on the attainment of a financial reporting measure or achievement of a stock price or TSR) received by an executive officer, which is in excess of the amount that what would have been earned by such executive officer had the accounting restatement not occurred.

In addition, our board or the compensation committee will, in circumstances it deems appropriate, require return to us of the excess portion of any payment made to an employee pursuant to an award issued after April 7, 2016 under our 2014 Amended and Restated Equity Incentive Plan or 2014 Inducement Grant Equity Incentive Plan, or under our annual performance-based cash incentive plan, if: (1) the payment was predicated upon achieving certain financial results that became the subject of a substantial restatement of our financial statements filed with the SEC within the three full fiscal years after the payment; (2) our board or the compensation committee determines that the participant engaged in intentional misconduct that caused or substantially caused the need for the substantial restatement; and (3) a lower payment would have been made to the participant based upon the restated financial results. In each such instance, the “excess portion” of the payment is the amount (in terms of dollars or shares) by which the payment received exceeded the lower payment that would have been made based on the restated financial results. In each case, the return of payment will be net of any taxes paid by the employee in connection with original receipt or subsequent transfer of the payment. Our board or the compensation committee also has the discretion, in circumstances it deems appropriate, to require reimbursement of any or all payments received with respect to any award granted on or after April 7, 2016 under our 2014 Amended and Restated Equity Incentive Plan or 2014 Inducement Grant Equity Incentive Plan to an employee who has engaged in fraud, bribery, or illegal acts similar to fraud or bribery related to employment, or knowingly failed to report such acts of another employee over whom the employee had direct supervisory responsibility. Our board or the compensation committee will not seek recovery to the extent it determines (a) that to do so would be unreasonable or (b) that it would be better for us not to do so. In making such determination, and without limiting the scope of its discretion, our board or the compensation committee will take into account such considerations as it deems appropriate, including, without limitation, the likelihood of success under governing law versus the cost and effort involved, whether the assertion of a claim may prejudice our interests, including in any related proceeding or investigation, the passage of time since the occurrence of the act in respect of the applicable fraud or intentional illegal conduct, and any pending legal proceeding relating to the applicable fraud or illegal conduct. Our board or the compensation committee also may in its discretion direct us to disclose the circumstances surrounding any recoupment made under this policy where not otherwise required by applicable regulation.

Executive Officer Equity Ownership Guidelines and Retention Holding Requirements

Under our equity retention guidelines, the chief executive officer and each of the other named executive officers is required to accumulate, as of the first March 31 which occurs after the fifth anniversary following the date he or she became a named executive officer and each March 31 thereafter (each, an “Annual Compliance Assessment Date”), a minimum level of Company equity. The minimum level of equity for the chief executive officer is equal to six times base salary and the minimum level of equity for the other named executive officers is equal to two times the named executive officer’s base salary (the “Minimum Retained Equity”). Equity that counts toward the ownership requirement includes: (1) shares owned outright by the named executive officer or beneficially owned by the named executive officer by virtue of being held by a member of the named executive officer’s immediate family residing in the same household or in a trust for the benefit of the named executive officer or immediate family members residing in the same household; (2) shares held in qualified plans or IRAs; (3) vested shares (or vested RSUs) deemed to be held in non-qualified plans; and (4) unvested time-based restricted shares (or restricted stock units). Subject to limited exceptions, if the Minimum Retained Equity is not achieved as of an Annual Compliance Assessment Date, a named executive officer will be prohibited from selling or otherwise transferring beneficial ownership, until the next Annual Compliance Assessment Date at which the individual achieves compliance, of more than one-half of the vested after-tax shares of Company common stock obtained as a result of the vesting of any restricted stock or restricted stock unit award.

Policy Against Repricing and Cash Buyouts

Our 2014 Amended and Restated Equity Incentive Plan and 2014 Inducement Grant Equity Incentive Plan prohibit our board from decreasing the exercise price of or otherwise repricing awards of stock options and stock appreciation rights unless such action is first approved by our stockholders. In addition, the plans prohibit us from redeeming or repurchasing stock options or stock appreciation rights unless such redemptions or repurchases are approved by our stockholders.

Insider Trading Policies and Prohibitions on Hedging and Pledging

We have adopted insider trading policies and procedures governing the purchase, sale and other transactions in Company securities or securities of related companies by the Company’s directors, officers, employees and certain consultants that we believe are reasonably designed to promote compliance with insider trading laws, rules and regulations and Nasdaq listing standards.

We recognize that hedging against losses in Company shares may disturb the alignment between stockholders and employees that our equity awards are intended to build. Accordingly, we have incorporated prohibitions on various hedging activities within our Insider Trading Policy, which applies to directors, officers and certain employees who we have designated as insiders, as well as such persons’ family members, life partners, or owned or controlled entities. The policy prohibits all transactions that are designed to hedge or offset any decrease in the market value of our securities, including prepaid variable forward contracts, equity swaps, futures, collars, exchange funds, options, puts and calls. The policy also prohibits pledging shares of our common stock as security as well as short sales and purchases or sales of puts, calls or other derivative securities involving the Company’s equity securities for speculative purposes.

In addition, from time to time, the Company may engage in transactions in its own securities, including share issuances and repurchases. The Company’s practices with respect to share issuances and repurchases, which are overseen by the Finance and Legal Departments (and, if appropriate, approved by the board or appropriate committee), are designed to promote compliance with applicable insider trading and other securities laws, rules, regulations and listing standards. Transactions pursuant to equity-based compensation arrangements are conducted in accordance with the terms of the plans and agreements.

Policy Regarding Equity-Based Awards

Our Equity Award Grant Guidelines set forth our policies and procedures with respect to the granting of equity awards, including stock options, to employees and executive officers of the Company. Equity awards for board members are subject to our Non-Employee Director Compensation Policy. All awards are approved by our board of directors or compensation committee. Generally, regular annual equity awards to employees are approved by the compensation committee during the Company’s annual compensation cycle. For new hires, awards are generally granted at the first regularly scheduled quarterly meeting of the compensation committee following the employee’s employment start date. The compensation committee may also approve grants for employees who have not yet commenced employment, in which case the grant will generally occur on the employee’s start date. In 2025, the compensation committee did not consider material nonpublic information when determining the timing and terms of equity awards and the Company did not time the disclosure of material nonpublic information for the purposes of affecting the value of executive compensation.

Risk Assessment in Compensation Programs

The compensation committee annually assesses our executive and broad-based compensation and benefits programs on an overall basis to determine whether the programs’ provisions and operations create undesired or unintentional material risk. This risk assessment process takes into account numerous compensation terms and practices that we maintain that aid in controlling risk, including the mix of cash, equity, and near- and long-term incentive programs, the use of multi-year vesting periods for equity awards, and a variety of performance criteria for incentive compensation, the clawback provisions that apply to our annual incentive cash plan and equity plan, and the cap on the maximum performance-based cash incentive awards that can be earned in a given year regardless of Company performance. This risk assessment process also included a review of program policies and practices, program analysis to identify risk and risk controls, and determinations as to the sufficiency of risk identification and risk control, the balance of potential risk to potential reward, and the significance of the programs and their risks to Company strategy. Although we reviewed all significant compensation programs, we focused on those programs with variable payout, in particular assessing the ability of participants to directly affect payouts, and the controls on such situations.

Based on the foregoing, we believe that our compensation policies and practices do not create risks that are reasonably likely to have a material adverse effect on us as a whole. We also believe that our incentive compensation programs do not encourage risk-taking beyond the organization’s ability to effectively identify and manage significant risks; are compatible with effective internal controls and our risk-management practices; and are adequately supported by the compensation committee’s oversight of our executive compensation programs.

Compensation Committee Report

The compensation committee has reviewed and discussed our Compensation Discussion and Analysis section with management and, based on the review and discussions, recommended to the board that the Compensation Discussion and Analysis section be included in the proxy statement.

Compensation Committee

Doug Knopper, Chair
David Pearson
Sarah P. Harden
James Rossman

The foregoing report of the compensation committee is not soliciting material, is not deemed filed with the SEC and is not incorporated by reference in any Magnite filing under the Securities Act or the Exchange Act, whether made before or after the date of this report and irrespective of any general incorporation language in such filing.

Magnite Named Executive Officer Compensation Tables

Summary Compensation Table - 2025

The following table and narratives that follow describe the 2025, 2024 and 2023 compensation provided to our named executive officers.


Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($) ⁽¹⁾	Option Awards ($) ⁽¹⁾	Non-Equity Incentive Plan Compensation ($) ⁽²⁾	All Other Compensation ($)	Total ($)
Michael Barrett	2025	650,000	23,010⁽⁴⁾	3,601,632	927,883	629,460⁽⁵⁾	10,635⁽³⁾	5,842,620
President and CEO	2024	625,000	—	3,111,848	823,337	676,438	10,485	5,247,108
	2023	625,000	—	3,541,462	943,752	519,625	10,035	5,639,874
Sean Buckley	2025	600,000	21,240⁽⁴⁾	2,902,469	—	581,040⁽⁵⁾	7,635⁽³⁾	4,112,384
President, Revenue & Market Strategy	2024	572,500	—	1,905,910	—	619,617	7,291	3,105,318
	2023	572,500	—	2,181,704	—	475,977	7,291	3,237,472
David Day	2025	600,000	21,240⁽⁴⁾	3,002,571	—	581,040⁽⁵⁾	10,635⁽³⁾	4,215,486
Chief Financial Officer	2024	560,000	—	2,160,040	—	424,262	10,485	3,154,787
	2023	560,000	—	2,472,608	—	325,909	10,035	3,368,552
Katie Evans	2025	600,000	21,240⁽⁴⁾	2,902,469	—	581,040⁽⁵⁾	10,635⁽³⁾	4,115,384
President, Product & Operations	2024	490,000	—	1,524,735	—	371,229	10,485	2,396,449
	2023	490,000	—	1,745,371	—	285,170	10,035	2,530,576
Adam Soroca	2025	510,000	12,638⁽⁴⁾	1,751,488	—	345,719⁽⁵⁾	9,698⁽³⁾	2,629,543
Former Chief Product Officer	2024	490,000	—	1,524,735	—	371,229	9,323	2,395,287
	2023	490,000	—	1,745,371	—	285,170	9,323	2,529,864

(1)In accordance with the rules of the SEC, these amounts represent 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. Magnite’s equity awards valuation approach and related underlying assumptions for awards granted in 2025 are described in Note 2 “Organization and Summary of Significant Accounting Policies—Stock-Based Compensation” and Note 16 “Stock-Based Compensation” to the Consolidated Financial Statements in the Company’s Annual Report on Form 10-K (and the assumptions for awards granted prior to 2025 are set forth in the corresponding notes in the Annual Report on Form 10-K for the applicable fiscal year). With respect to the 2025 PSUs, assuming the maximum level of performance conditions were achieved, the aggregate market value of the PSUs on the date of grant for each of Mr. Barrett, Mr. Buckley, Mr. Day, Ms. Evans, and Mr. Soroca would be $2,654,109, $1,026,281, $1,061,686,, $1,026,281, and $619,308, respectively.

(2)Represents performance-based 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.

(3)Includes 401(k) plan matching contributions and contributions to life insurance premiums.

(4)Represents an adjustment to the 2025 annual incentive program approved by the compensation committee, which increased the overall payout from 96.84% of target to 100.38% of target.

(5)Represents amount earned under the 2025 annual incentive program at 96.84% payout, prior to any adjustment.

Grants of Plan-Based Awards - 2025

The following table provides information regarding the equity and non-equity incentive plan awards that were granted to Magnite’s named executive officers in 2025.


		Estimated Future Payouts Under Non-Equity Incentive Plan Awards⁽¹⁾			Estimated Future Payouts Under Equity Incentive Plan Awards			All Other Stock Awards: Number of Shares of Stock or Units (#)	All Other Option Awards: Number of Securities Underlying Options (#)	Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾
Name	Grant Date	Threshold ($)	Target ($)	Maximum ($)	Threshold (#)	Target (#)	Maximum (#)			Exercise or Base Price of Option Awards ($/Sh)	Grant Date Fair Value of Stock and Option Awards ($)⁽²⁾
Michael Barrett	—	305,500	650,000	975,000	—	—	—	—	—	—	—
	1/9/2025	—	—	—	—	—	—	82,117	—	—	1,351,646
	1/9/2025	—	—	—	—	—	—	—	81,374	16.46	927,883
	1/9/2025⁽³⁾	—	—	—	26,875	107,497	161,246	—	—	—	2,249,986
Sean Buckley	—	282,000	600,000	900,000	—	—	—	—	—	—	—
	1/9/2025	—	—	—	—	—	—	123,479	—	—	2,032,464
	1/9/2025⁽³⁾	—	—	—	10,392	41,566	62,350	—	—	—	870,005
David Day	—	282,000	600,000	900,000	—	—	—	—	—	—	—
	1/9/2025	—	—

SEC Form DEF 14A filed by Magnite Inc.