RTB Digital, Inc.: appoints director Erin Schaefer

What happened

• The company reported that on Oct 1, 2026 the board of directors appointed Erin Schaefer as a director of the Company. She will serve as a director until her successor is duly elected and qualified.
• The filing describes Ms. Schaefer’s background, including a 14-year tenure at Google (roles including managing director of global operations at YouTube and leading Americas video advertising), a recent role as chief operating officer at General Catalyst (more than $43,000,000,000 AUM), and prior roles as general manager and P&L owner at Niantic. Ms. Schaefer holds a B.A. from Stanford University and an M.B.A. from Harvard Business School.

Key details

• Ms. Schaefer will enter the Company’s standard form of Board of Directors Agreement and will be eligible to receive an annual equity award with a grant-date fair value of $150,000, to be granted as restricted stock units (RSUs).
• Because she was appointed other than at an annual meeting, she will receive a prorated RSU award for the portion of the 2026 annual service period remaining; annual and prorated awards vest in full on Dec 31 of the applicable calendar year, subject to continued service.
• The number of RSUs will be determined based on the average closing price of the Company’s common stock over the 5 consecutive trading days ending on the trading day immediately preceding the grant date. She will be eligible for reimbursement of reasonable, approved business expenses and may receive additional cash compensation as authorized by the Compensation Committee.
• The filing states there is no arrangement or understanding with any other person regarding her selection, she has no family relationships with the Company’s officers or directors, and she has no direct or indirect material interest in transactions required to be reported under Item 404(a) of Regulation S-K.

Why it may matter

• The company reported this matter under Item 5.02, which covers the departure or election of directors and compensatory arrangements of officers or directors.
• This filing does not show why the insider traded or why the company acted.