Brett Wilson
About Brett Wilson
Independent Class II director at Viant Technology Inc. (NASDAQ: DSP) since May 12, 2025; serves on the Audit Committee. Previously co‑founded and led TubeMogul (NASDAQ: TUBE) through IPO and sale to Adobe; later served as VP & GM, Advertising at Adobe and is currently General Partner at Swift Ventures investing in AI/robotics. Education: B.S., California State University, Chico; MBA, UC Berkeley Haas School of Business. Determined independent under Nasdaq rules and eligible for audit committee membership [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64] .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TubeMogul (acquired by Adobe) | Co‑founder, President & CEO | 2007–2016 | Advanced programmatic video; led IPO and sale to Adobe [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64] |
| Adobe Inc. | VP & GM, Advertising | 2016–2019 | Led advertising business within Adobe [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64] |
| Accenture | Technology consultant | Not disclosed | Led large-scale financial system implementations |
External Roles
| Organization | Role | Since | Interlocks/Notes |
|---|---|---|---|
| Swift Ventures | General Partner | ~2021 | Early-stage AI/robotics investor [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64] |
| Tubi | Board member | Not disclosed | Viant expanded IRIS_ID integration with Tubi in Q3’25 (potential interlock to monitor) |
| Arize AI | Board member | Not disclosed | AI observability; private company |
| WeTravel | Board member | Not disclosed | Private company |
| UC Berkeley Haas | Board of Advisors | Not disclosed | Advisory role [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64] |
Board Governance
- Committee assignments: Audit Committee member (appointed upon election on May 12, 2025) [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64].
- Independence: Board determined Wilson is independent under Nasdaq rules and Rule 10A‑3; Viant is a “controlled company” exempt from certain Nasdaq governance requirements; Audit Committee independence is maintained regardless of controlled status [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64].
- Audit committee composition: Viant disclosed a cure period to add an independent audit member by June 5, 2025; Wilson’s appointment (May 12, 2025) preceded the cure deadline [investors.viantinc.com/static-files/7eed410b-070f-4087-8653-cfe71712da70].
- Lead Independent Director: Max Valdes; presides over executive sessions .
- Attendance: 2024 proxy reports all directors met ≥75% attendance; Wilson appointed in 2025 (no individual attendance data yet) .
Fixed Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Paid to non‑employee directors |
| Committee chair fees | Audit $20,000; Compensation $15,000; Nominating $10,000 | If serving as chair |
| Committee member fees (non‑chair) | Audit $10,000; Compensation $7,500; Nominating $5,000 | Per committee |
| Initial RSU grant (board appointment) | $340,000 grant date fair value; vests 1/3 annually over 3 years | Standard initial award |
| Off‑cycle initial RSU (pro‑rated) | $170,000 pro‑rated to next annual meeting; vests at next annual meeting | If appointed between annual meetings |
| Annual RSU grant | $170,000 grant date fair value; vests in full by next annual meeting or 1-year anniversary | Recurring annual equity |
| Change-in-control | All director equity awards accelerate/vest in full upon change in control | Alignment/retention feature |
Performance Compensation
| Element | Structure | Performance Metrics |
|---|---|---|
| Director equity awards (RSUs) | Time‑based vesting (no options indicated for directors) | None disclosed; director equity is not tied to operating metrics |
Other Directorships & Interlocks
- Tubi interlock: Viant expanded IRIS_ID integration with Tubi in Q3’25; Wilson serves on Tubi’s board. No related‑party transactions disclosed; monitor for potential conflict management via Audit Committee oversight [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64] .
- Additional boards: Arize AI, WeTravel; advisory role at UC Berkeley Haas [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64].
Expertise & Qualifications
- Adtech/operator: TubeMogul founder/CEO; Adobe advertising executive [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64].
- AI/automation investor/operator: GP at Swift Ventures; boards at AI/tech companies .
- Financial oversight: Audit Committee service; Company recognized him as independent and eligible under Rule 10A‑3 [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64].
- Education: B.S. (CSU Chico); MBA (UC Berkeley Haas) [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64].
Equity Ownership
| Item | Details | Notes |
|---|---|---|
| Initial Form 3 | Filed May 14, 2025 (initial statement of beneficial ownership) [investors.viantinc.com/static-files/ec0ae034-9749-460c-9fa6-1edfcbef843d] | Establishes baseline holdings |
| Form 4 (grant) | Filed May 14, 2025; RSUs vest in three equal annual installments over 3 years [investors.viantinc.com/static-files/495851ea-3626-4786-9c9c-0ae9d54829a5] | Number of RSUs not disclosed in the public snippet; vesting schedule disclosed |
| Ownership guidelines | Not disclosed; directors receive cash + RSU mix under policy | |
| Hedging/derivatives | Company policy prohibits short sales, hedging, and trading in puts/calls on Viant securities | |
| Pledging | No pledging disclosure; anti‑hedging policy noted |
Insider Trades (Director Filings)
| Date | Form | Key Disclosure |
|---|---|---|
| May 14, 2025 | Form 3 | Initial beneficial ownership filing upon joining the board [investors.viantinc.com/static-files/ec0ae034-9749-460c-9fa6-1edfcbef843d] |
| May 14, 2025 | Form 4 | RSU grant to Wilson; three-year equal annual vesting [investors.viantinc.com/static-files/495851ea-3626-4786-9c9c-0ae9d54829a5] |
Governance Assessment
- Strengths: Independent director with deep adtech and AI credentials aligned to Viant’s CTV/AI strategy; adds expertise to Audit Committee; independence affirmed under Nasdaq/Rule 10A‑3 [investors.viantinc.com/static-files/225e3e4c-72a7-4c34-94a7-bae10ed4ed64].
- Alignment: Director compensation combines modest cash retainers with RSUs; change‑in‑control acceleration may aid retention; anti‑hedging policy supports alignment .
- Risks/RED FLAGS to monitor:
- Controlled company status means compensation and nominating committees can include non‑independent members; independent oversight depends on committee practice and board culture .
- Potential interlock with Tubi amid Viant’s integration; ensure robust related‑party review by Audit Committee and transparent disclosures (no related‑party transactions disclosed to date) .
- Attendance for Wilson not yet disclosed (appointed 2025); monitor future proxy for meeting attendance and engagement .
- Overall: Appointment advanced audit committee compliance and brings sector specialization; watch for interlock management and continued independent oversight amid controlled company exemptions [investors.viantinc.com/static-files/7eed410b-070f-4087-8653-cfe71712da70].