PubMatic (PUBM) Proxy Filing summary

Executive summary

• The annual meeting will be held virtually on May 30, 2025, to elect eight directors, ratify the appointment of Deloitte & Touche LLP as auditor, approve executive compensation on an advisory basis, and address other business.

• Only stockholders of record as of April 3, 2025, are entitled to vote.

• Proxy materials and the 2024 Annual Report are available online, and voting can be done electronically, by phone, or by mail.

Voting matters and shareholder proposals

• Proposals include: (1) election of eight directors, (2) ratification of Deloitte & Touche LLP as auditor for 2025, (3) non-binding advisory vote on executive compensation, and (4) other business.

• Board recommends voting FOR all proposals.

• Shareholders can submit proposals for the 2026 meeting between January 30 and March 1, 2026.

Board of directors and corporate governance

• Board consists of eight members, six of whom are independent.

• Separate CEO (Rajeev K. Goel) and Chair (Amar K. Goel) roles enhance oversight.

• Committees: Audit, Compensation, and Nominating & Corporate Governance, all composed of independent directors.

• Board and committees conduct annual self-assessments and may retain outside advisors.

• Board values diversity, experience, and regular attendance; no term limits.