CEO Mark Zagorski received total compensation of $11,814,232 in 2025, driven by $10,323,721 in stock awards including a $9,000,000 annual equity grant plus an additional $2,500,000 one-time retention RSU award tied to his employment agreement extension — all while DV's stock has declined 67.2% over three years versus the Nasdaq Composite Index (^IXIC — Nasdaq Composite) which gained 87.2%, a gap of 154.4 percentage points. The incentive pay was above benchmark levels (especially given the supplemental retention grant on top of the regular equity cycle) while shareholders experienced severe value destruction, meaning the pay-for-performance alignment test fails: executives received above-benchmark variable compensation while the stock dramatically underperformed its benchmark. Although prior Say-on-Pay support was 98% and the annual cash bonus was tied to real operational results (119% payout on revenue and EBITDA targets that were genuinely achieved), the scale of equity-based compensation awarded during a period of extreme stock underperformance is not aligned with the shareholder experience.

Non-audit fees (tax fees of $106,000 plus other fees of $4,126 = $110,126) represent approximately 5.3% of audit fees of $2,060,624, well below the 50% threshold that would trigger a concern about auditor independence; Deloitte's tenure of approximately 7 years (since 2019) is far below the 25-year threshold; no material restatements are disclosed; and Deloitte is a Big 4 firm appropriate for a company of DV's size and complexity.