Vivian Yang
About Vivian W. Yang
Independent director since December 2021; age 57 as of April 23, 2025. Former chief legal officer at The Trade Desk (2016–2020), with earlier senior legal/business roles at RealD, CityGrid (IAC), Time Warner, eCompanies and Sony Pictures. J.D., Georgetown University Law Center; B.S. in Accounting, Penn State; former CPA (KPMG). Currently chairs the Compensation Committee and the Nominating & Corporate Governance Committee; also serves on the Audit Committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Trade Desk (Nasdaq: TTD) | Chief Legal Officer | Aug 2016 – Jul 2020 | Led legal/compliance for ad-tech platform; sector expertise relevant to DSP’s markets |
| RealD (formerly NYSE: RLD) | Chief Administrative Officer & General Counsel | Apr 2014 – Aug 2016 | Public company legal/admin leadership |
| CityGrid Media (IAC) | SVP & General Counsel | Mar 2009 – Mar 2014 | Digital advertising network experience |
| Time Warner | SVP, Business Affairs, Finance & Admin, Global Media Group | Apr 2001 – Feb 2007 | Media operations/finance exposure |
| Latham & Watkins | Attorney (career start) | — | BigLaw training |
| KPMG | CPA (prior to legal career) | — | Accounting/controls grounding |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| — | — | — | No current public company directorships disclosed for Ms. Yang |
Board Governance
- Board classification/tenure: Class III director; term through 2027 annual meeting (re-elected in 2024) . Independent under Nasdaq rules; DSP is a “controlled company” using exemptions for committee composition (does not affect Audit Committee independence) .
- Committee assignments: Audit Committee member (Max Valdes is Chair); Compensation Committee Chair; Nominating & Corporate Governance Committee Chair .
- Attendance: In the last fiscal year, each director attended at least 75% of board and committee meetings; Board met 6x; Audit 4x; Compensation 4x; Nominating & Gov 4x .
- Executive sessions and leadership: Independent directors hold executive sessions; Lead Independent Director is Max Valdes, who presides; CEO is also Chair; lead director role defined (agenda/info approval; liaison; shareholder availability) .
- Audit Committee composition changes:
- Pre-June 5, 2024: Valdes (Chair), Yang, Elizabeth Williams .
- June 5, 2024: Williams resigned; company disclosed Nasdaq cure period to add a third independent member by June 5, 2025 .
- May 12, 2025: Board appointed Brett Wilson as independent director and Audit Committee member, addressing cure .
Fixed Compensation (Director)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Cash Fees – Vivian W. Yang | $72,019 | $85,000 |
| Equity – RSU Grant Date Fair Value | $150,000 | $170,000 |
| Total Director Compensation | $222,019 | $255,000 |
Non-Employee Director Compensation Policy (as amended Mar 20, 2024): annual cash retainer $50,000; chair retainers—Audit $20,000, Compensation $15,000, Nominating & Governance $10,000; member retainers—Audit $10,000, Compensation $7,500, Nominating & Governance $5,000; annual RSU grant $170,000 vesting by next annual meeting/one year; initial RSU grant $340,000 for new directors; pro‑rated initial RSU of $170,000 when joining off-cycle. Change in control accelerates vesting . Ms. Yang’s $85,000 cash in 2024 aligns with $50,000 base + $15,000 (Comp Chair) + $10,000 (N&G Chair) + $10,000 (Audit member) .
Performance Compensation (Director)
- Directors receive time-based RSUs; no performance share units, options, or formulaic metrics apply to director compensation. Annual RSUs vest on service (earlier of next annual meeting or one-year anniversary). No director-specific performance metrics disclosed .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Ms. Yang |
| Prior public boards | Not disclosed beyond employment history |
| Committee roles at other companies | Not disclosed |
| Interlocks/conflicts | DSP Compensation Committee includes COO Chris Vanderhook (non-independent) under controlled company exemption; Ms. Yang is Chair alongside independent director Valdes . Independent compensation consultant Alpine Rewards engaged; committee concluded no consultant conflicts of interest . |
Expertise & Qualifications
- Legal, regulatory, and corporate governance expertise across ad-tech and media; former CPA brings financial literacy to Audit Committee .
- Sector expertise in advertising technology (The Trade Desk, CityGrid) and media operations (Time Warner, RealD) .
Equity Ownership
| Ownership Metric (as of Apr 11, 2025 unless noted) | Amount |
|---|---|
| Total Class A Shares Beneficially Owned | 81,531 (63,172 shares + 18,359 RSUs vesting within 60 days) |
| % of Class A Outstanding | <1% |
| RSUs Outstanding at 12/31/2024 | 18,359 RSUs |
| Hedging/short sales policy | Company prohibits short-term trading, short sales, public options trades, and hedging transactions in company stock |
Note: No explicit pledging policy is disclosed in the 2025 proxy; anti-hedging and short-sale prohibitions are clear .
Governance Assessment
-
Strengths
- Independent status; deep ad-tech/legal background; chairs two key committees (Compensation; Nominating & Governance) and serves on Audit, indicating high engagement and broad oversight .
- Attendance at/above the 75% threshold; board holds executive sessions led by an empowered lead independent director .
- Compensation Committee uses an independent consultant (Alpine Rewards); no consultant conflicts reported .
-
Watch items / RED FLAGS
- Controlled company governance: Compensation and Nominating committees include non-independent executives (e.g., COO on Compensation), which can affect perceived independence despite exemptions; Ms. Yang’s chair roles are important mitigants .
- Audit Committee compliance: post-resignation in June 2024, committee operated with two members under Nasdaq cure; new independent director Brett Wilson added May 2025—investors may monitor continuity of financial oversight .
- Related-party transactions with controlling holders (e.g., aircraft lease with Capital V at $14,500 per flight hour; $1.9m paid Jan 1, 2023–Mar 31, 2025), TRA obligations, and officer share repurchases for tax events—these require vigilant Audit/Comp Committee oversight .
Shareholder Support Signals
| Meeting/Proposal | Votes For | Withheld/Against | Broker Non-Votes | Outcome |
|---|---|---|---|---|
| 2024 Annual Meeting – Elect Vivian Yang (Class III) | 50,392,653 | 2,222,578 | 5,368,874 | Elected |
| 2025 Annual Meeting – Elect Max Valdes (context: board stability) | 52,543,634 | 2,063,463 | 5,153,290 | Elected |
No say‑on‑pay proposal disclosed on 2024 or 2025 ballots (EGC scaled disclosures) .
Related-Party & Conflict Checks (Board-Level Exposure)
- Aircraft Lease with Capital V (entity controlled by founders/executives): $14,500 per flight hour; auto-renews annually; company bears direct use costs; $1.9m paid from Jan 1, 2023 to Mar 31, 2025 .
- Tax Receivable Agreement (TRA): Company pays 85% of net cash tax savings to certain continuing members (including controllers); early termination/change-in-control could trigger substantial payments; $33k paid in Q1’25 for FY’23 obligations .
- Share repurchases from officers for taxes/personal planning (e.g., RSU withholding and option exercises) in 2024–2025—disclosed and approved per related-person policy .
These are governed by Related Person Transaction Policies overseen by the Audit Committee .
Compensation Committee Analysis
- Composition: Chair Vivian Yang (independent); members Max Valdes (independent) and COO Chris Vanderhook (non-independent under controlled company exemption) .
- Consultant: Alpine Rewards engaged for benchmarking, peer development, metrics input; committee concluded no consultant conflicts; Alpine provided no other services .
- Scope: Reviews director pay; executive goals/awards; plan design and risk; recommends CEO comp/equity when committee composition requires board approval .
Director Compensation Structure Details
| Component | Structure | Notes |
|---|---|---|
| Annual Cash Retainer | $50,000 | For non-employee directors |
| Committee Chair Retainers | Audit $20,000; Compensation $15,000; N&G $10,000 | Ms. Yang receives Comp + N&G chair retainers |
| Committee Member Retainers | Audit $10,000; Compensation $7,500; N&G $5,000 | Ms. Yang receives Audit member retainer |
| Annual Equity | RSUs $170,000 FV | Vests in full at next annual meeting/1 year; CIC acceleration |
| Initial Equity | RSUs $340,000 FV | Three-year ratable vesting; pro‑rated $170,000 if off-cycle |
Year-over-year changes: annual RSU grant increased from $150,000 (2023) to $170,000 (2024); cash retainer/committee fees as above (policy amended March 20, 2024) .
Independence, Attendance & Engagement Summary
- Independent director; chairs two key committees; attends ≥75% of meetings; participates in executive sessions framework with a defined lead independent director role .
Notes for Traders/PMs
- Ms. Yang’s governance roles (Compensation and N&G Chair; Audit member) position her at the center of oversight for pay, board composition/succession, and financial reporting. The controlled company structure and related-party arrangements heighten the importance of her independent oversight. Audit Committee compliance gap (mid‑2024) was cured with the May 2025 addition of an independent director, reducing near-term governance risk .