[8-K] DoubleVerify Holdings, Inc. Reports Material Event

Rhea-AI Filing Summary

On 21 July 2025, DoubleVerify Holdings (NYSE:DV) executed an amended & restated employment agreement with CEO Mark Zagorski.

Key terms: (1) Annual base salary $669,500; (2) target cash bonus 100% of salary payable each year; (3) a one-time time-vesting RSU award valued at $2.5 million.

If employment ends without “cause” or for “good reason”, Mr Zagorski is entitled to 12 months of base salary, up to 24 months of health benefits, and any unpaid prior-year bonus (at target if termination occurs before its payout). Standard confidentiality, non-compete and non-solicit provisions apply. The contract has an open term and supersedes the prior agreement. A copy of the agreement is filed as Exhibit 10.1.

Positive

• Secures CEO retention through updated agreement, reducing leadership risk.
• Equity-heavy compensation aligns CEO incentives with shareholder value.

Negative

• Incremental share dilution from $2.5 million RSU grant, though small.
• 12-month salary severance and two-year benefits extend post-termination obligations.

Insights

Corporate Governance Analyst

TL;DR – Routine CEO contract refresh; retention positive, cost impact modest.

The board locks in Mr Zagorski with competitive but not excessive pay: salary +3% YoY (assumed), a market-level 100% bonus target and equity equal to roughly 4× salary, aligning interests with shareholders. Severance at 1× salary and two-year benefits sits near ISS mid-cap norms, limiting potential “golden parachute” criticism. No change-in-control enhancement is mentioned, so takeover costs stay predictable. Overall, governance posture appears sound and impact on financials immaterial.

Compensation Consultant

TL;DR – Pay mix skews toward equity; dilution minor, expense spread over vesting.

The $2.5 million RSU grant (≈65-70 k shares at recent $38–40 price) dilutes float by <0.1%, negligible for a 170 million-share base. Share-based comp expense will amortize over the vesting schedule, likely three to four years, so EBITDA impact is limited. Cash components (<$1.4 million annually if bonus paid at target) remain modest versus DV’s 2024 revenue of $572 million. Therefore, margin effects should be minimal and investors gain leadership stability.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 23, 2025 (July 21, 2025)

DoubleVerify Holdings, Inc.

(Exact name of registrant as specified in its charter)

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Delaware		001-40349		82-2714562
(State or other jurisdiction of incorporation)	​	(Commission File Number)	​	(IRS Employer Identification No.)

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462 Broadway
New York, New York	​	10013
(Address of principal executive offices)	​	(Zip Code)

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(212) 631-2111

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

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Title of Class	Trading Symbol	Name of Each Exchange on Which Registered
Common stock, par value $0.001 per share	DV	New York Stock Exchange

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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

(e) On July 21, 2025, DoubleVerify Inc. (the “Company”) entered into an amended and restated employment agreement with Mark Zagorski (the “Amended and Restated Employment Agreement”), effective as of July 21, 2025. The Amended and Restated Employment Agreement provides for Mr. Zagorski’s continued employment as Chief Executive Officer of the Company.

Pursuant to the Amended and Restated Employment Agreement, Mr. Zagorski will receive an annual base salary of $669,500, and Mr. Zagorski shall be eligible for a target bonus in an amount equal to 100% of the base salary for each year during his continued employment by the Company. Mr. Zagorski will also be granted time-vesting restricted stock units with a grant date fair value of $2,500,000.

The term of the Amended and Restated Employment Agreement will continue until such employment is terminated pursuant to the Amended and Restated Employment Agreement. The Amended and Restated Employment Agreement includes provisions related to severance payments and entitlements upon the Company’s termination of Mr. Zagorski’s employment for any reason other than “cause” (as defined in the Amended and Restated Employment Agreement), or Mr. Zagorski’s termination for “good reason” (as defined in the Amended and Restated Employment Agreement). In the event Mr. Zagorski terminates his employment without “good reason” after January 1 of a calendar year and prior to payment of the bonus in respect of the immediately preceding calendar year, the Company will pay Mr. Zagorski the bonus for such preceding year at the level accrued based on actual performance. In the event Mr. Zagorski’s employment is terminated by the Company without “cause” or for “good reason”, subject to his execution and nonrevocation of a release and waiver, Mr. Zagorski will be entitled to continued base salary for twelve months following termination, as well as certain continued health benefits for two years following termination. In addition, if the termination occurs on or after January 1 of a calendar year and prior to payment of the bonus in respect of the immediately preceding calendar year, Mr. Zagorski will be entitled to payment of 100% of his target bonus.

The Amended and Restated Employment Agreement includes standard restrictive covenants and confidentiality obligations.

The foregoing description of the Amended and Restated Employment Agreement is qualified in its entirety by reference to the Amended and Restated Employment Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01.Financial Statements and Exhibits.

(d)     Exhibits

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Exhibit Number	Description
10.1	Amended and Restated Employment Agreement, dated as of July 21, 2025, by and between Mark Zagorski and DoubleVerify Inc.
104	Cover Page Interactive Data File (formatted in Inline XBRL and contained in Exhibit 101)

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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	DOUBLEVERIFY HOLDINGS, INC.
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	By:	/s/ Andy Grimmig
		Name:	Andy Grimmig
		Title:	Chief Legal Officer
Date: July 23, 2025	​	​	​

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FAQ

What is the new salary for DoubleVerify (DV) CEO Mark Zagorski?

The amended agreement sets Mr Zagorski’s annual base salary at $669,500.

How large is the equity grant to DV’s CEO under the 2025 agreement?

Mr Zagorski will receive time-vesting RSUs worth $2.5 million on the grant date.

What severance does the DoubleVerify CEO receive if terminated without cause?

He is entitled to 12 months of salary, up to 24 months of health benefits, and any unpaid prior-year bonus.

Does the new contract change DV’s leadership structure?

No. It continues Mr Zagorski as CEO; the filing addresses compensation terms only.

Where can investors find the full employment agreement for DV’s CEO?

The complete document is filed as Exhibit 10.1 to this Form 8-K.