Form 4: Magnite CPO Adam Soroca Receives Significant Equity Grant

Magnite's Chief Product Officer, Adam Soroca, was granted 76,803 restricted stock units and 25,801 performance stock units as part of an equity incentive plan.

Summary

• Adam Lee Soroca, Chief Product Officer of Magnite, Inc. (MGNI), was granted 76,803 shares of Common Stock in the form of restricted stock units (RSUs) on January 1, 2026.
• The RSUs were granted at a price of $0 as an equity grant under the Company's Amended and Restated 2014 Equity Incentive Plan.
• The RSU vesting schedule is as follows: 20,801 units on February 15, 2027; 4,800 units on each May 15, August 15, November 15, and February 15 thereafter until November 15, 2029; and 3,202 units on February 15, 2030, all subject to continued service.
• Soroca also received a target of 25,801 Performance Stock Units (PSUs) on January 1, 2026, also at a price of $0.
• Each PSU represents a contingent right to receive one share of Magnite's common stock upon vesting.
• PSUs generally vest on the three-year anniversary of the grant date (January 1, 2029), contingent on 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 one, two, and three-year periods starting January 1, 2026, with a vesting range of 0% to 150% of the target number of PSUs.
• Following these transactions, Soroca beneficially owns 402,917 shares of Common Stock and 25,801 target Performance Stock Units.

Sentiment

Score: 7

Explanation: The filing reports a standard executive equity grant, which is generally positive for aligning management incentives with shareholder interests and executive retention. It is not a direct indicator of immediate financial performance but reflects ongoing compensation strategy.

Positives

• The equity grants align the Chief Product Officer's interests with those of shareholders, incentivizing long-term company performance.
• The grants serve as a significant retention tool for a key executive, ensuring continued leadership and expertise.
• Performance-based PSUs directly link executive compensation to the company's relative stock performance, promoting shareholder value creation.

Negatives

• The grants do not represent immediate cash compensation for the executive.
• The long vesting schedules mean the executive must remain with the company for several years to fully realize the value of the grants.

Risks

• The actual number of shares received from Performance Stock Units could be lower than the target, or even zero, if Magnite's Total Stockholder Return does not meet the specified performance targets relative to the Russell 2000 index.
• 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 prematurely.

Future Outlook

The future outlook for the Chief Product Officer's equity compensation is tied to Magnite's continued operational success and stock performance relative to the Russell 2000 index over the next one to three years, as well as his continued service to the company through the various vesting dates.

Management Comments

• The equity grants were made under the Company's Amended and Restated 2014 Equity Incentive Plan.

Industry Context

Equity grants, including restricted stock units and performance stock units, are a standard component of executive compensation packages in the technology and ad-tech industries. They are designed to attract, retain, and motivate key talent by aligning executive incentives with long-term shareholder value creation.

Comparison to Industry Standards

• Equity grants of this nature are common practice for executive compensation within the ad-tech and broader technology sectors, aiming to align management incentives with shareholder interests.
• The use of performance stock units tied to relative Total Stockholder Return (TSR) against an index like the Russell 2000 is a robust mechanism often seen in publicly traded companies to ensure compensation is earned through competitive performance.

Corporate Governance

Stakeholder Impact

• Shareholders: The equity grants are designed to align the Chief Product Officer's long-term interests with those of shareholders, potentially leading to improved company performance and value creation.
• Employees (specifically Adam Soroca): The grants represent a significant component of his compensation, providing a strong incentive for continued service and performance.

Next Steps

• The Chief Product Officer must continue his service to Magnite, Inc. to meet the vesting conditions for both RSUs and PSUs.
• Magnite's performance, specifically its Total Stockholder Return relative to the Russell 2000 index, will determine the final number of shares vested from the Performance Stock Units over the next three years.

Key Dates

Keywords

Magnite, MGNI, Adam Soroca, Chief Product Officer, CPO, SEC Form 4, Insider Transaction, Equity Grant, Restricted Stock Units, RSUs, Performance Stock Units, PSUs, Executive Compensation, Stock Ownership