Direct Digital Holdings (DRCT) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for December 27, 2024, to be held virtually, with voting on key proposals including director elections, auditor ratification, incentive plan amendment, and share issuance under an equity facility.

• Record date for voting is November 5, 2024; stockholders can vote online, by mobile, or by mail, and may revoke proxies before or during the meeting.

• Board recommends voting in favor of all proposals on the agenda.

Voting matters and shareholder proposals

• Election of five directors for a one-year term until the 2025 Annual Meeting.

• Ratification of BDO USA, P.C. as independent registered public accounting firm for 2024.

• Amendment to the 2022 Omnibus Incentive Plan to increase Class A common stock issuable by 2,000,000 shares.

• Approval of issuance of up to 8,500,000 shares of Class A common stock under the Equity Reserve Facility, in accordance with Nasdaq rules.

• Board unanimously recommends voting “FOR” all proposals.

Board of directors and corporate governance

• Board consists of five members, including CEO Mark D. Walker (Chairman), President Keith W. Smith, and three independent directors.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all comprised of independent directors.

• Lead independent director presides over meetings of independent directors.

• Board diversity matrix disclosed, with representation across gender and ethnic backgrounds.

• Directors expected to attend all board and committee meetings; all attended at least 75% in 2023.