Form 4: Magnite CFO Receives Significant Equity Grant

Magnite's Chief Financial Officer, David Day, was granted 131,661 restricted stock units and 44,231 performance stock units on January 1, 2026.

Summary

• David Day, Chief Financial Officer of Magnite, Inc. (MGNI), received an equity grant on January 1, 2026.
• The grant included 131,661 shares of Common Stock in the form of Restricted Stock Units (RSUs).
• The RSUs vest in several tranches: 35,658 on February 15, 2027; 8,229 on each May 15, August 15, November 15, and February 15 thereafter until November 15, 2029; and 5,484 on February 15, 2030, all subject to continued service.
• An additional 44,231 Performance Stock Units (PSUs) were granted, representing a contingent right to receive one share of common stock per PSU upon vesting.
• The PSUs generally vest on the three-year anniversary of the grant date (January 1, 2029), subject to continued service.
• The number of shares vested from PSUs will be determined by Magnite's Total Stockholder Return (TSR) relative to the Russell 2000 index over a three-year period starting January 1, 2026, with interim measurements.
• The PSU award is eligible to vest between 0% and 150% of the target number of PSUs.
• Both grants were made under the Company's Amended and Restated 2014 Equity Incentive Plan at a price of $0 per unit at the time of grant.
• Following these transactions, David Day beneficially owns 500,570 shares of Common Stock and 44,231 Performance Stock Units.

Sentiment

Score: 7

Explanation: The filing reports a routine, albeit significant, equity grant to a key executive. This is generally positive for aligning management incentives with shareholder interests and executive retention, but it does not reflect immediate financial performance or operational changes.

Positives

• The equity grant aligns the Chief Financial Officer's long-term interests with those of shareholders, promoting sustained performance.
• The grant serves as a retention mechanism for a key executive, ensuring continuity in leadership.
• Performance-based vesting for PSUs ties a portion of executive compensation directly to the company's relative stock performance against the Russell 2000 index.

Negatives

• The grants do not represent an immediate cash payout to the executive.
• Vesting is subject to continued service, meaning the executive must remain with the company to realize the full value of the grants.

Risks

• The actual number of shares received from PSUs is contingent on Magnite's Total Stockholder Return (TSR) performance relative to the Russell 2000 index, introducing performance risk.
• The vesting of both RSUs and PSUs is subject to the reporting person's continued service to the Issuer through each vesting date, posing a risk of forfeiture if employment terminates.

Future Outlook

The future compensation for the Chief Financial Officer, specifically related to the Performance Stock Units, is directly tied to Magnite's Total Stockholder Return (TSR) performance relative to the Russell 2000 index over the three-year period beginning January 1, 2026. This indicates a forward-looking incentive structure designed to drive relative outperformance.

Industry Context

Equity grants, particularly those with performance-based vesting conditions, are a standard component of executive compensation packages in the technology and ad-tech industries. This practice aims to align executive incentives with long-term shareholder value creation and is common among publicly traded companies like Magnite.

Comparison to Industry Standards

• The use of Restricted Stock Units (RSUs) with time-based vesting is a common retention tool for executives across various industries, including technology, similar to practices at companies like The Trade Desk or PubMatic.
• Performance Stock Units (PSUs) tied to Total Stockholder Return (TSR) relative to a broad market index (Russell 2000) are a widely adopted best practice for executive long-term incentive plans, seen in many S&P 500 and Russell 2000 companies to ensure pay-for-performance alignment.
• The vesting schedule, extending over several years, is typical for executive equity grants, designed to encourage long-term commitment and strategic decision-making.

Corporate Governance

Related Party Transactions

• The equity grant to David Day, the Chief Financial Officer, constitutes an executive compensation transaction, which is a form of related party dealing.

Stakeholder Impact

• Shareholders: Potential for increased long-term value creation due to aligned executive incentives.
• Employees (CFO): Provides significant long-term compensation tied to company performance and continued service.

Next Steps

• David Day's continued service to Magnite through the various vesting dates for RSUs and PSUs.
• Monitoring of Magnite's Total Stockholder Return (TSR) performance relative to the Russell 2000 index for PSU vesting determination.

Key Dates

Keywords

Magnite, MGNI, David Day, CFO, SEC Form 4, Equity Grant, Restricted Stock Units, Performance Stock Units, Executive Compensation, Insider Transaction, TSR, Russell 2000