Digital Turbine (APPS) Proxy Filing summary

Executive summary

• Annual Meeting scheduled for August 27, 2024, to elect eight directors, approve executive compensation (say-on-pay), ratify Grant Thornton LLP as auditor, and amend the 2020 Equity Incentive Plan to increase authorized shares by 8,560,000.

• Board recommends voting in favor of all proposals, emphasizing the importance of equity-based compensation for talent retention and alignment with shareholder interests.

• Proxy materials are primarily distributed electronically to reduce environmental impact, with options for shareholders to request printed copies.

Voting matters and shareholder proposals

• Proposals include: election of eight directors, advisory vote on executive compensation, ratification of Grant Thornton LLP as auditor, and approval of an amendment to the 2020 Equity Incentive Plan.

• Only shareholders of record as of July 3, 2024, are entitled to vote.

• Voting can be done online, by phone, mail, or in person; broker non-votes and abstentions are counted for quorum but may impact proposal outcomes.

• Shareholder proposals for the 2025 meeting must be submitted by March 17, 2025.

Board of directors and corporate governance

• Board consists of eight members, all nominated for re-election for a one-year term.

• Board committees: Audit, Compensation, and Nominating & Corporate Governance, all with independent members.

• Board leadership is separated between Chair and CEO; 88% of the Board is independent.

• Board diversity is emphasized, with half of members being gender or ethnically diverse.

• Annual board and committee self-evaluations are conducted.