Bridgette Heller
About Bridgette Heller
Bridgette Heller, 63, has served as an independent director of Integral Ad Science (IAS) since May 2021. She is a seasoned operating executive with leadership roles across consumer health, nutrition, and CPG, and holds both a BA in Economics & Computer Studies and an MBA from Northwestern University; she is also a Northwestern Trustee and serves on related advisory boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danone S.A. (Nutricia) | EVP & President, Specialized Nutrition Division | 2016–2019 | Led specialized nutrition; global operating leadership |
| Merck & Co., Inc. | EVP & President, Consumer Care | 2010–2015 | Ran consumer health division; P&L responsibility |
| Johnson & Johnson | President, Global Baby Business Unit; President, Global Baby, Kids, Wound Care | 2005–2010 | Led iconic consumer categories globally |
| The Kraft Heinz Company | EVP & GM, North American Coffee Portfolio | 2002–2005 | Managed portfolio operations and growth |
External Roles
| Organization | Role | Nature | Notes |
|---|---|---|---|
| Dexcom, Inc. (NASDAQ: DXCM) | Director | Public company board | Current service |
| Aramark, Inc. (NYSE: ARMK) | Director | Public company board | Current service |
| Novartis AG (NYSE: NVS) | Director | Public company board | Current service |
| Shirley Proctor Puller Foundation | Founder & CEO | Non-profit | Founded in 2014; CEO |
| Northwestern University | Trustee; Weinberg College BOV; Kellogg Global Advisory Board | Academic/non-profit | Governance and advisory roles |
Board Governance
- Independence: Board affirmatively determined Heller is independent under Nasdaq standards .
- Committee assignments: Member, Audit Committee (2023–2024; Audit chaired by Jill Putman in 2023; by Robert Lord in 2024) .
- Meetings and attendance:
- 2023: Board 11, Audit 7, Comp & Nominating 5; each director attended at least 75% of meetings .
- 2024: Board 8, Audit 4, Comp & Nominating 4; each director attended at least 75% of meetings .
- Audit Committee scope includes financial reporting oversight, related-party review, and cybersecurity risk oversight .
Fixed Compensation
| Component | 2023 | 2024 |
|---|---|---|
| Cash fees (quarterly retainer; committee service) | $100,000 | $115,000 (includes $15,000 special litigation committee fee) |
| Equity (annual RSU grant fair value) | $149,994 | $135,901 |
| Total | $249,994 | $250,901 |
| Policy reference (non-employee directors) | Cash retainer $100,000; Chair add’l $20,000; Equity retainer $150,000 RSUs (1-year cliff vest) | Cash retainer $100,000; Chair add’l $20,000; Equity retainer $150,000 RSUs (1-year cliff vest) |
Performance Compensation
| Equity vehicle | Vesting | Performance linkage | Award specifics |
|---|---|---|---|
| Director RSUs | Cliff vest one year from grant date, subject to continued service | None (time-based only) | As of 12/31/2024, Heller held 13,631 RSUs vesting May 7, 2025 . Annual RSU retainer policy $150,000 grant value |
IAS does not use performance-based equity or bonus metrics for non-employee directors; director equity is time-based RSUs without financial/TSR hurdles .
Other Directorships & Interlocks
- Heller’s external boards (Dexcom, Aramark, Novartis) are in healthcare/services industries, which are not direct competitors to IAS’s ad verification and optimization platform; no related-party transactions disclosed involving Heller .
Expertise & Qualifications
- Senior P&L leadership across global consumer health, nutrition, and CPG; technology and operations insights cited by IAS .
- Technical/quantitative foundation (Economics & Computer Studies) and MBA; active governance roles in academic institutions .
Equity Ownership
| Item | Value |
|---|---|
| Shares beneficially owned | 45,024 (<1% of outstanding) |
| Unvested director RSUs | 13,631 (vest May 7, 2025) |
| Director ownership guideline | Minimum = 5x annual cash retainer within 5 years; all non-Vista directors currently in compliance |
| Hedging/pledging | Prohibited by insider trading policy |
| Section 16 compliance | All filings compliant in 2024; one late Form 4 for CEO, none noted for Heller |
Governance Assessment
-
Positives
- Independent director with Audit Committee service and documented attendance threshold met in 2023 and 2024 .
- Clear ownership alignment via director stock ownership guidelines; unvested RSUs in place; anti-hedging/pledging and clawback frameworks enhance investor protection .
- Engagement signal: service on special litigation committee (additional $15,000) indicates active oversight beyond standing committees .
- No Heller-specific related-party transactions disclosed .
-
Watch items / potential red flags
- Board structure subject to Vista Director Nomination Agreement (board/committee designation rights and size changes requiring Vista consent), which can influence board composition and independence dynamics; not Heller-specific but relevant to overall governance risk .
- Multi-board commitments (Dexcom, Aramark, Novartis) could present time-allocation risk; mitigated by IAS attendance disclosure (≥75%) .
- Director equity is time-based RSUs (no performance linkage), which is standard but offers limited pay-for-performance alignment versus performance-based director equity; policy is transparent .
-
Broader governance signals
- Say-on-Pay: 95.3% approval in 2024 and annual frequency endorsed (97.4%), indicating broad shareholder support for compensation governance; while focused on executives, it reflects overall governance sentiment .