Direct Digital Holdings (DRCT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for June 9, 2025, to be held virtually, with stockholders able to vote and submit questions online.

• Key proposals include director elections, auditor ratification, incentive plan amendment, officer exculpation, and governance changes.

• Board recommends voting in favor of all proposals and emphasizes the importance of stockholder participation.

Voting matters and shareholder proposals

• Election of five directors for a one-year term until the 2026 Annual Meeting.

• Ratification of BDO USA, P.C. as independent registered public accounting firm for 2025.

• Amendment to the 2022 Omnibus Incentive Plan to increase Class A Common Stock issuable by 4,000,000 shares.

• Amendment to Certificate of Incorporation for officer exculpation and deletion of Section 203 waiver.

• Board unanimously recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of five members, including CEO as Chairman and a lead independent director.

• Three directors are independent per Nasdaq standards.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board and committees held regular meetings, with all directors attending at least 75% of meetings.

• Stockholders can communicate with the Board via the Corporate Secretary.