Management Change/Compensation (Form 8-K)

(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.