Lynda Clarizio
About Lynda Clarizio
Lynda Clarizio (age 64) is an independent director of Emerald Holding, Inc. (EEX), serving on the Board since August 2020 and as a member of the Compensation Committee since January 2021; she is a Class I director with a term expiring at the 2027 Annual Meeting of Stockholders . She brings 20+ years of media, data, and technology leadership experience and a legal background; she earned an A.B. from Princeton University and a J.D. from Harvard Law School, and is Co‑Founder and General Partner of The 98, an early‑stage venture fund investing in technology businesses led by women .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arnold & Porter (Washington, D.C.) | Partner | 1987–1999 | Legal background; counseled corporate matters |
| AOL Inc. | President, Platform‑A; President, Advertising.com; other executive roles | 1999–2009 | Led advertising businesses; scaled data/tech operations |
| INVISION, Inc. | Chief Executive Officer & President | 2009–2012 | Led multi‑platform advertising solutions provider |
| AppNexus, Inc. | EVP, Corporate Development & Operations | Nov 2012–Apr 2013 | Programmatic advertising platform executive |
| Nielsen | President | 2013–2018 | Global measurement and data analytics leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| CDW Corporation (NASDAQ: CDW) | Director | Current | Public company board service |
| Taboola (NASDAQ: TBLA) | Director | Current | Public company board service |
| Simpli.fi (Private) | Director | Current | Private company board service |
| Cambri (Private) | Director | Current | Private company board service |
| Human Rights First (Non‑profit) | Director | Current | Non‑profit governance |
| The 98 (Venture Fund) | Co‑Founder & General Partner | Current | Early‑stage investing in tech led by women |
Board Governance
- Committee assignments: Member, Compensation Committee; not a chair of any Board committee .
- Independence: Board affirmatively determined Clarizio is independent under NYSE rules and Rule 10A‑3(b)(1) .
- Class/term: Class I director; term expires at the 2027 Annual Meeting .
- Attendance and engagement: In 2024, the Board held five meetings; all directors attended at least 75% of Board and applicable committee meetings and all nine directors attended the 2024 Annual Meeting; non‑management directors hold executive sessions at most Board meetings .
- Governance context: EEX is a “controlled company” (Onex majority owner); Audit Committee fully independent; Compensation Committee 3 of 4 independent (includes an Onex‑affiliated director); Nominating & Corporate Governance Committee has 1 independent of 2 members .
| Committee | Clarizio Membership | Chair Role | 2024 Meetings |
|---|---|---|---|
| Audit | No | — | 6 (plus informal discussions) |
| Compensation | Yes | No | 4 (incl. one unanimous written consent) |
| Nominating & Corporate Governance | No | — | 2 (incl. two unanimous written consents) |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $75,000 | Paid quarterly to independent directors |
| Compensation Committee member fee | $7,500 | Fee for Comp Committee membership |
| Total cash fees (2024) | $82,500 | Clarizio’s 2024 cash compensation |
| Annual RSU grant (grant‑date fair value) | $100,000 | RSUs granted in Q1; one‑year vesting |
| Total director compensation (2024) | $182,500 | Cash + stock awards |
| Unvested RSUs (as of 12/31/2024) | 15,175 | Each director held 15,175 unvested RSUs at year‑end |
Performance Compensation
Directors receive time‑based RSUs only; no performance‑conditioned awards or metrics are disclosed for director compensation .
| Instrument | Performance Metric | Grant Timing | Vesting |
|---|---|---|---|
| RSUs (director annual grant) | None (time‑based only) | First quarter each calendar year | One‑year vesting |
Other Directorships & Interlocks
- Compensation Committee interlocks: The proxy discloses no interlocking relationships between any Compensation Committee member (including Clarizio) and executives/boards of other companies; no EEX executive served on another entity’s committee with reciprocal relationships. Clarizio is not a current or former EEX executive .
- Related‑party oversight: Audit Committee reviews and approves related‑party transactions under a written policy requiring arm’s‑length terms and independence safeguards .
Expertise & Qualifications
- Media/data analytics leadership and scaling businesses; advises Board on operational and strategic issues .
- Legal training and practice as a former Arnold & Porter partner .
- Public company board experience (CDW, Taboola) and private/non‑profit governance roles .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 90,240 |
| Ownership as % of outstanding | <1% (asterisk) |
| Stock ownership guideline (directors) | 4x annual cash retainer, i.e., $300,000 value target; 5‑year window from IPO or joining Board |
| Hedging/pledging policy | Prohibited for directors and executive officers |
| Options | No options disclosed for Clarizio; no common stock subject to options currently exercisable within 60 days of record date |
| Unvested RSUs (12/31/2024) | 15,175 |
Governance Assessment
- Strengths: Clarizio is independent, maintains strong attendance, and receives a balanced cash‑plus‑equity director package that aligns with shareholder interests via annual RSUs and a robust stock ownership guideline (4x cash retainer) .
- Board effectiveness context: Compensation Committee includes a majority of independent directors and did not engage an external compensation consultant in 2024, indicating potential reliance on internal frameworks; however, independence safeguards are disclosed and Audit Committee is fully independent .
- Potential conflicts and related‑party exposure: EEX is a controlled company (Onex), and Onex‑affiliated relationships existed with ASM Global venues (fees paid $1.0m in 2024; Onex sold ASM in Q3 2024) and Convex (event cancellation insurance premiums ~$0.5m in 2024), though transactions are reviewed under the related‑party policy .
- Additional governance considerations: No lead independent director is designated, but the Board has a majority of independent directors and conducts executive sessions of non‑management directors at most Board meetings .
RED FLAGS to monitor:
- Controlled company status and non‑fully independent committees (Comp and Nominating & Corporate Governance), which may increase perceived influence of the controlling shareholder in governance processes .
- Ongoing related‑party transactions with Onex‑affiliated entities (e.g., Convex insurance), even as ASM exposure declined after Onex’s sale; continued Audit Committee oversight is essential .