Digital Turbine, Inc. Definitive proxy statements

Definitive proxy statements

Pay vs Performance Disclosure

Pay vs Performance Disclosure
number in Thousands

12 Months Ended

Mar. 31, 2025

USD ($)

Mar. 31, 2024

USD ($)

Mar. 31, 2023

USD ($)

Mar. 31, 2022

USD ($)

Mar. 31, 2021

USD ($)

Pay vs Performance Disclosure

Pay vs Performance Disclosure, Table


					Value of Initial Fixed $100 Investment Based On:
Fiscal Year	Summary Compensation Table Total for PEO(1)	Compensation Actually Paid to PEO(2)	Average Summary Compensation Table Total for non-PEO NEOs(3)	Average Compensation Actually Paid to non-PEO NEOs(2)(3)	Total Shareholder Return(4)	Peer Group Total Shareholder Return(4)	Net Income (in thousands)(5)	Adjusted EBITDA (in thousands)(6)	Net Revenue (in thousands)(7)
(a)	(b)	(c)	(d)	(e)	(f)	(g)	(h)	(i)	(j)
2025	$2,483,750	$3,042,741	$2,221,074	$2,080,753	$62.99	$56.96	$(92,099)	$72,308	$490,506
2024	$7,904,631	$(2,181,012)	$2,604,263	$(139,030)	$60.79	$79.38	$(420,448)	$92,374	$544,482
2023	$8,216,442	$(4,432,027)	$2,188,452	$505,401	$286.77	$77.20	$16,870	$163,208	$665,920
2022	$7,748,317	$(6,366,994)	$1,005,692	$(1,136,768)	$1,016.47	$135.62	$35,569	$195,234	$747,596
2021	$2,297,870	$51,641,122	$701,789	$16,500,595	$1,864.50	$222.71	$54,884	$75,613	$313,579

Company Selected Measure Name

Adjusted EBITDA

Named Executive Officers, Footnote

Mr. Stone was the Principal Executive Officer (“PEO”) for each of fiscal year 2021, 2022, 2023, 2024, and 2025.

Peer Group Issuers, Footnote

TSR is determined based on the value of an initial fixed investment of $100. The TSR peer group consists of the companies referenced in our CD&A in this Proxy Statement. In 2024, the TSR peer group consisted of the companies referenced in the CD&A of the Proxy Statement filed in July 15, 2024.

PEO Total Compensation Amount

$ 2,483,750

$ 7,904,631

$ 8,216,442

$ 7,748,317

$ 2,297,870

PEO Actually Paid Compensation Amount

$ 3,042,741

(2,181,012)

(4,432,027)

(6,366,994)

51,641,122

Adjustment To PEO Compensation, Footnote

SEC rules require certain adjustments be made to the Summary Compensation Table totals to determine “compensation actually paid” as reported in the Pay versus Performance Table. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. In general, “compensation actually paid” is calculated as Summary Compensation Table total compensation adjusted to include the fair market value of equity awards as of March 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). The following table details these adjustments:


		PEO
		FY 2025
SCT Total		$	2,483,750
-	Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a)	$	(1,805,000)
+	Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(b)(i)	$	2,412,086
+	Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(b)(ii)	$	(62,894)
+	Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(b)(iii)	$	—
+	Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(b)(iv)	$	14,799
-	Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(b)(v)	$	—
Compensation Actually Paid		$	3,042,741

(a)The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” and “Option Awards” columns in the Summary Compensation Table for the applicable year.

(b)The equity award adjustments for each applicable year include the addition (or subtraction, as applicable) of the following: (i) the year-end fair value of any equity awards granted in the applicable year that are outstanding and unvested as of the end of the year; (ii) the amount of change as of the end of the applicable year (from the end of the prior fiscal year) in fair value of any awards granted in prior years that are outstanding and unvested as of the end of the applicable year; (iii) for awards that are granted and vest in same applicable year, the fair value as of the vesting date; (iv) for awards granted in prior years that vest in the applicable year, the amount equal to the change as of the vesting date (from the end of the prior fiscal year) in fair value; (v) for awards granted in prior years that are determined to fail to meet the applicable vesting conditions during the applicable year, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in the applicable year prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for the applicable year.


		NEO
		FY 2025
SCT Total		$	2,221,074
-	Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	$	(1,666,000)
+	Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$	1,256,884
+	Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$	1,706
+	Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$	235,356
+	Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$	37,962
-	Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$	(6,229)
Compensation Actually Paid		$	2,080,753

(3)The dollar amounts reported under Average Summary Compensation Table Total for Non-PEO NEOs represent the average of the amounts reported for the Company’s NEOs as a group (excluding the PEO) in the “Total” column of the Summary Compensation Table in each applicable year. The dollar amounts reported under Average Compensation Actually Paid for Non-PEO NEOs represent the average amount of “compensation actually paid” to the NEOs as a

group (excluding the PEO), as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the NEOs as a group (excluding the PEO) during the applicable year. The adjustments noted in Note 2 above were made to average total compensation for the NEOs as a group (excluding the PEO) for each year to determine the compensation actually paid, using the same methodology described above in Note 2. For 2025, reflects compensation information for our NEOs, other than our CEO, as described in the CD&A of this Proxy Statement.

Non-PEO NEO Average Total Compensation Amount

$ 2,221,074

2,604,263

2,188,452

1,005,692

701,789

Non-PEO NEO Average Compensation Actually Paid Amount

$ 2,080,753

(139,030)

505,401

(1,136,768)

16,500,595

Adjustment to Non-PEO NEO Compensation Footnote


		PEO
		FY 2025
SCT Total		$	2,483,750
-	Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year(a)	$	(1,805,000)
+	Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year(b)(i)	$	2,412,086
+	Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years(b)(ii)	$	(62,894)
+	Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year(b)(iii)	$	—
+	Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year(b)(iv)	$	14,799
-	Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year(b)(v)	$	—
Compensation Actually Paid		$	3,042,741


		NEO
		FY 2025
SCT Total		$	2,221,074
-	Grant Date Fair Value of Option Awards and Stock Awards Granted in Fiscal Year	$	(1,666,000)
+	Fair Value at Fiscal Year-End of Outstanding and Unvested Option Awards and Stock Awards Granted in Fiscal Year	$	1,256,884
+	Change in Fair Value of Outstanding and Unvested Option Awards and Stock Awards Granted in Prior Fiscal Years	$	1,706
+	Fair Value at Vesting of Option Awards and Stock Awards Granted in Fiscal Year That Vested During Fiscal Year	$	235,356
+	Change in Fair Value as of Vesting Date of Option Awards and Stock Awards Granted in Prior Fiscal Years For Which Applicable Vesting Conditions Were Satisfied During Fiscal Year	$	37,962
-	Fair Value as of Prior Fiscal Year-End of Option Awards and Stock Awards Granted in Prior Fiscal Years That Failed to Meet Applicable Vesting Conditions During Fiscal Year	$	(6,229)
Compensation Actually Paid		$	2,080,753

Compensation Actually Paid vs. Total Shareholder Return

We believe the table above shows the alignment between compensation actually paid to the NEOs and the Company’s performance, consistent with our compensation philosophy as described in our CD&A in this Proxy Statement. The charts below show, for the past three years, the relationship of the Company’s TSR relative to its peers as well as the relationship between the PEO and NEO “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s net income; (iii) the Company’s Adjusted EBITDA; and (iv) the Company’s Revenue.

Compensation Actually Paid vs. Net Income

Compensation Actually Paid vs. Company Selected Measure

Tabular List, Table


Most Important Performance Measures
Adjusted EBITDA
Net Revenue
Net Income
TSR

Total Shareholder Return Amount

$ 62.99

60.79

286.77

1,016.47

1,864.5

Peer Group Total Shareholder Return Amount

56.96

79.38

77.20

135.62

222.71

Net Income (Loss)

$ (92,099,000)

$ (420,448,000)

$ 16,870,000

$ 35,569,000

$ 54,884,000

Company Selected Measure Amount

72,308,000

92,374,000

163,208,000

195,234,000

75,613,000

PEO Name

Mr. Stone

Additional 402(v) Disclosure

The dollar amounts reported represent the amount of net income reflected in the Company’s audited financial statements for the applicable year.

Measure:: 1

Pay vs Performance Disclosure

Name

Adjusted EBITDA

Non-GAAP Measure Description

Adjusted EBITDA is the most important financial performance measure used to link Company performance to Compensation Actually Paid. The dollar amounts reported represent non-GAAP adjusted EBITDA, which is calculated as GAAP net earnings or loss excluding various cash and non-cash expenses, including interest expense, foreign transaction gains (losses), debt financing and non-cash related expenses, debt discount and non-cash debt settlement expense, gain or loss on extinguishment of debt, income taxes, asset impairment charges, depreciation and amortization, stock-based compensation expense, change in fair value of derivatives, and fees and expenses related to acquisitions.

Measure:: 2

Pay vs Performance Disclosure

Compensation Actually Paid vs. Other Measure