Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
(d)
On June 3, 2022, upon the recommendation of the Nominating and Governance
Committee of the Board of Directors ("Board") of PubMatic, Inc. ("Company"), the
Board approved the appointment of Shelagh Glaser ("Ms. Glaser") and Jacob
Shulman ("Mr. Shulman") to the Board and audit committee effective immediately,
to serve until his or her successor is duly elected and qualified, or until his
or her death, resignation or removal. Ms. Glaser and Mr. Shulman will serve
terms that will expire at the Company's 2023 Annual Meeting of Stockholders.
There are no arrangements or understandings between Ms. Glaser and Mr. Shulman
and any other persons pursuant to which Ms. Glaser and Mr. Shulman were named as
directors. Ms. Glaser and Mr. Shulman are not parties to any transaction
required to be disclosed pursuant to Item 404(a) of Regulation S-K.
Additionally, the Board has determined that Ms. Glaser and Mr. Shulman satisfy
the independence requirements of the NASDAQ Stock Market listing rules and the
Securities and Exchange Commission for purposes of service on audit committees.
Ms. Glaser and Mr. Shulman's compensation shall be consistent with the Company's
policy for non-employee directors, which provides for (i) an annual award
consisting of restricted stock units with an aggregate value of $175,000 of the
Company's Class A common stock and (ii) an annual retainer of $45,000 paid
quarterly in arrears. In addition, Ms. Glaser and Mr. Shulman will receive
$10,000 in committee fees per year for service on the audit committee. Ms.
Glaser and Mr. Shulman's initial compensation shall be pro-rated for full
calendar months served in respect of the period between commencement of service
and the immediately subsequent annual meeting.
In connection with their appointment to the Board, Ms. Glaser and Mr. Shulman
will execute the Company's standard form of indemnification agreement for
directors.
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