Direct Digital Holdings (DRCT) executive compensation, 2026 proxy

Mark Walker, Chairman and Chief Executive Officer, was paid $706,800 in 2025, up 35% from $525,000 the year before.

Filed
June 23, 2026
Annual meeting
July 31, 2026
Pay year
2025
Named executives
3
CEO total pay
$706,800+35% vs prior year
CEO pay in equity
26%$181,800 in awards
Walker target incentive
75% of salary2025 target annual incentive
Smith target incentive
75% of salary2025 target annual incentive
Diaz target incentive
50% of salary2025 target annual incentive
Maximum incentive
150% of targetAnnual incentive program
Walker and Smith salary
$500,000Annual base salary
Diaz salary
$350,000Annual base salary

How Walker was paid

$706,800 in total for 2025, as reported in the Summary Compensation Table. Equity awards are valued at grant, not at what they turned out to be worth.

Salary71%Stock awards13%Option awards13%All other compensation4%

Named executive officers

ExecutiveTotal
Mark WalkerChairman and Chief Executive Officer$706,800
Keith SmithPresident$706,800
Diana P. DiazChief Financial Officer$450,900

What changed and why

  • $707K$706,800 was Mark Walker’s 2025 total compensation, up from $525,000 in 2024.
  • $90,900$90,900 each in stock and option awards comprised Walker’s 2025 equity compensation.
  • No named executive officer received a 2025 annual incentive payout based on corporate performance.
  • 75%2025 incentive targets were 75% of salary for Walker and Smith and 50% for Diaz.
  • 150%Annual incentives depended on revenue and EBITDA performance and could range from zero to 150% of target.
  • Restated employment agreements preserved base salaries and added enhanced severance after qualifying change-in-control terminations.

About this page

Figures are automated and can be wrong; check the filing for the exact numbers. Totals follow SEC rules, which value stock and option awards at grant. Read the DEF 14A proxy statement for footnotes and the compensation committee's full reasoning.