0001422930FALSE601 Marshall St4th FloorRedwood CityCalifornia9406300014229302023-03-292023-03-29

Washington, D.C. 20549
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event Reported): March 29, 2023
PubMatic, Inc.
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Class A Common Stock, par value $0.0001 per sharePUBMThe Nasdaq Global Market
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Emerging growth company
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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.
(b) On March 29, 2023, PubMatic, Inc. (the “Company”) and Jeffrey K. Hirsch, the Company’s Chief Commercial Officer, agreed that effective April 1, 2023, Mr. Hirsch would transition into a new role as a strategic advisor to the Company and the Company’s Board of Directors through December 22, 2023. On March 30, 2023, the Company entered into a strategic advisor agreement with Mr. Hirsch (the “Advisor Agreement”). The Advisor Agreement provides that Mr. Hirsch will receive a cash payment of $3,750 per month during the Advisor Period and will be granted restricted stock units having an aggregate value of $116,667, which will vest in equal monthly installments during the Advisor Period. The foregoing description of the Advisor Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such agreement, which will be filed as an exhibit to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2023.
For purposes of the Retention Agreement, dated as of January 29, 2021, by and between the Company and Mr. Hirsch (the “Retention Agreement”), Mr. Hirsch’s departure as Chief Commercial Officer will be treated as a Qualifying Termination (as defined in the Retention Agreement) and Mr. Hirsch will be entitled to receive the severance benefits set forth in the Retention Agreement on the terms and subject to the conditions therein. The Retention Agreement was previously filed as Exhibit 10.5 to the Company’s Form 8-K filed with the Securities and Exchange Commission on March 25, 2021, which is incorporated by reference herein.
Upon Mr. Hirsch’s transition to strategic advisor, Paulina Klimenko will expand her role as the Company’s Chief Growth Officer to include the EMEA and APAC business streams. Ms. Klimenko has served as the Company’s Chief Growth Officer since February 2021. Prior to her current position, Ms. Klimenko served as the Company’s SVP Business and Corporate Development, GM of Mobile from May 2018 to February 2021 and Senior Vice President of Business and Corporate Development from March 2015 to May 2018. Ms. Klimenko earned her undergraduate degree at the Finance Academy of Moscow and her M.B.A. from the University of Michigan’s Ross School of Business.

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.

Date: April 4, 2023By:/s/ Steve Pantelick
Steve Pantelick
Chief Financial Officer