VIANT TECHNOLOGY INC CLASS A (DSP)
Sector: Information Technology
2026 Annual Meeting Analysis
VIANT TECHNOLOGY INC CLASS A · Meeting: June 4, 2026
Directors FOR
1
Directors AGAINST
1
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of two Class II directors, Chris Vanderhook and Brett Wilson, to hold office until the 2029 Annual Meeting of Stockholders
Against Analysis
Chris Vanderhook is the brother of CEO Tim Vanderhook, which creates a direct familial relationship to senior management that undermines the independence needed to protect shareholder interests; additionally, as a non-independent officer serving on the Compensation Committee, he is effectively overseeing his own brother's pay, a clear governance concern.
For Analysis
Brett Wilson joined the board in May 2025 (less than 24 months ago), so he is exempt from the TSR performance trigger under the new-director rule, and he brings highly relevant digital advertising and adtech expertise with no overboarding, attendance, or independence concerns.
Of the two Class II nominees, Brett Wilson earns a FOR vote as a recently appointed independent director with strong relevant experience and no policy concerns. Chris Vanderhook receives an AGAINST vote due to his familial relationship with CEO Tim Vanderhook (they are brothers) and his non-independent status on the Compensation Committee, which raises significant governance concerns about oversight quality.
Say on Pay
✓ FORCEO
Tim Vanderhook
Total Comp
$1,506,636
Prior Support
N/A
The CEO's total compensation of approximately $1.51 million in 2025 — consisting of a $700,000 base salary, a $776,636 performance-based cash bonus tied to measurable financial targets (contribution ex-TAC and adjusted EBITDA), and $30,000 in other compensation — is modest for a technology company CEO at Viant's market cap, well within benchmark expectations, and contains no equity awards in 2025, meaning the entire variable portion was earned based on disclosed performance criteria. The pay mix is meaningful: approximately 52% of total compensation was variable (performance bonus) and 46% was fixed salary, which is at the acceptable boundary but acceptable given the modest absolute level. The company's 3-year stock price return of +133.3% outpaces the XLK sector ETF benchmark return of +116.3% by +17.0 percentage points, so there is no pay-for-performance misalignment concern.
Auditor Ratification
✗ AGAINSTAuditor
Deloitte & Touche LLP
Tenure
6 yrs
Audit Fees
$1,257,000
Non-Audit Fees
$812,000
Non-audit fees (tax fees of $770,000 plus other fees of $42,000, totaling $812,000) equal approximately 64.6% of audit fees ($1,257,000), which exceeds the 50% threshold in our policy and raises independence concerns about Deloitte's relationship with management; auditor tenure of approximately 6 years is well below the 25-year concern threshold, and there are no restatement issues, but the non-audit fee ratio alone triggers a NO vote.
Overall Assessment
The 2026 Viant Technology annual meeting features two proposals: a director election where Brett Wilson earns a FOR vote as a qualified new independent director but Chris Vanderhook earns an AGAINST vote due to his familial relationship with the CEO and non-independent role on the Compensation Committee, and an auditor ratification where Deloitte & Touche receives an AGAINST vote because non-audit fees represent approximately 64.6% of audit fees, exceeding our 50% independence threshold. There is no formal Say on Pay vote on this ballot; executive compensation disclosed in the proxy is reasonable and well within benchmark expectations for the CEO role.