David L. Day has been named Chief Financial Officer of the Company, effective February 22, 2017. Mr. Day joined the Company in March 2013 and has served as Chief Accounting Officer since that time. In addition, he has been serving as interim Chief Financial Officer since assuming that role in May 2016.

From May 2011 to March 2013, Mr. Day served as the Chief Accounting Officer at ReachLocal, Inc., a public company servicing small and medium-sized businesses as their digital ad agency. Prior to that, Mr. Day provided finance and accounting-related consulting services to technology and telecommunications companies and was co-founder of SignJammer Corporation, a start-up in the out-of-home advertising market, from 2008 to 2011. His career also includes experience as Vice President of Finance for Spot Runner, a technology-based ad agency for small and medium-sized business, Senior Vice President of Finance for Yahoo Search Marketing, Senior Vice President of Finance and Corporate Controller of Overture, and public accounting experience with PricewaterhouseCoopers and Arthur Andersen.

In connection with Mr. Day’s assumption of the Chief Financial Officer role on a permanent basis, his base salary has been increased to $400,000 and his target annual non-equity incentive compensation has been increased to $260,000. His annual equity incentive award for 2017 will be issued under the Company’s 2014 Equity Incentive Plan, will be subject to the Company’s standard four-year term, and will reflect his new position. In addition, Mr. Day’s severance agreement with the Company has been upgraded to the Company’s executive standard (as set forth in the form filed as Exhibit 10.18 to the Company’s Registration Statement on Form S-1 filed with the Commission on February 4, 2014, as amended by the form of Amendment No. 1 to Executive Severance and Vesting Acceleration Agreement filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the Commission on August 5, 2015 (the “Severance Agreement”)), to provide for the following material severance benefits: in case of Involuntary Termination (as defined in the Severance Agreement) not in connection with or following a Sale Transaction (as defined in the Severance Agreement), 12 month’s salary continuation, pro-rata bonus at target for time served during the year of termination, six months’ reimbursement of COBRA expense, and 12 month’s vesting acceleration of time-based equity awards; and in case of Involuntary Termination in connection with or following a Sale Transaction, 12 month’s salary continuation plus target annual bonus, pro-rata bonus at target for time served during the year of termination, 12 months’ reimbursement of COBRA expense, and vesting acceleration of all time-based equity awards

In addition, Mr. Day will receive a one-time cash bonus of $200,000. The bonus is payable in two installments, with one-half of the award payable on September 1, 2017 and the other half payable on March 1, 2018, in each case subject to continued employment. The award will be accelerated if Mr. Day is terminated without cause.

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About THE RUBICON PROJECT, INC. (NYSE:RUBI)

The Rubicon Project, Inc. offers a technology solution to automate the purchase and sale of advertising for both buyers and sellers. The Company’s solution enables buyers and sellers to purchase and sell a range of advertising units, including display and video, utilizing various inventory types, including direct sale of inventory, real-time bidding (RTB) and static bidding, across digital channels, including mobile Web, mobile application and desktop, as well as across various out of home channels, such as digital billboards. The Company’s platform features applications for digital advertising sellers, including Websites, mobile applications and other digital media properties, to sell their advertising inventory; applications and services for buyers, including advertisers, agencies, agency trading desks (ATDs), demand side platforms (DSPs) and advertisement networks, to buy advertising inventory, and a marketplace over which such transactions are executed.

THE RUBICON PROJECT, INC. (NYSE:RUBI) Recent Trading Information

THE RUBICON PROJECT, INC. (NYSE:RUBI) closed its last trading session 00.00 at 8.74 with 522,068 shares trading hands.