Brooke Nakatsukasa
About Brooke Nakatsukasa
Independent Class II director at Integral Ad Science Holding Corp. since December 2020 (age 32), with a finance background and private equity expertise at Vista Equity Partners, where she is a Vice President on the Flagship private equity team . Education: B.B.A. in Finance, magna cum laude, George Washington University; earlier career at Deutsche Bank in Financial Sponsors Group advising on M&A and capital raises . Board tenure runs through the 2026 annual meeting; Nasdaq independence affirmed by the Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vista Equity Partners | Vice President, Flagship Private Equity Team | Joined Aug 2016–present | Actively involved in investments (Ping Identity, Datto, Gainsight, Lucid Software, Numerator, QuickBase, Zapproved); sits on boards of several Vista private portfolio companies |
| Deutsche Bank | Analyst, Financial Sponsors Group | Prior to Vista (dates not disclosed) | Advised PE clients on M&A and capital raises across consumer, industrials, financial institutions |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various Vista private portfolio companies | Director | Not disclosed | Boards not named; described as “several” Vista portfolio boards |
| Public company boards | — | — | No other public company directorships disclosed beyond IAS |
Board Governance
- Committee assignments: Compensation & Nominating Committee member; committee chaired by Rod Aliabadi; members: Aliabadi (Chair), Nakatsukasa, Taylor .
- Independence: Board affirmatively determined Nakatsukasa is independent under Nasdaq listing standards and applicable Exchange Act rules .
- Attendance and engagement: Board held 8 meetings in 2024; Audit 4; Compensation & Nominating reported 4 in governance section and 5 in the executive compensation process section; each director attended at least 75% of aggregate Board and committee meetings, with three directors attending the May 7, 2024 annual meeting .
- Governance structure: Separate Chair (independent, Michael Fosnaugh) and CEO roles; annual Board/committee self-evaluation led by Compensation & Nominating Committee; risk oversight allocated across Board and committees (Audit: financial/cyber; Compensation & Nominating: compensation risk and ESG) .
Fixed Compensation
| Component (Directors) | Brooke Nakatsukasa (2024) | Notes |
|---|---|---|
| Annual cash retainer | Not disclosed; policy applies to non-Vista affiliate directors | Non-employee, non-Vista affiliate directors received $100,000 cash retainer; Vista-affiliated directors (including Nakatsukasa) are excluded from the non-Vista director compensation table/policy . |
| Committee chair retainer | Not applicable | Additional $20,000 for Audit or Compensation & Nominating Committee chairs; Nakatsukasa is not a chair . |
| Equity retainer (RSUs) | Not disclosed; policy applies to non-Vista affiliate directors | Non-Vista directors received $150,000 annual RSUs cliff vesting after one year; Vista-affiliated directors are not included in the disclosed non-Vista awards . |
| Meeting fees | None disclosed | No meeting fees disclosed; non-Vista directors may receive special committee fees as applicable . |
Performance Compensation
| Feature | Detail |
|---|---|
| Director performance-based pay | No performance-linked metrics disclosed for directors; non-Vista directors receive time-based RSUs that cliff vest after one year . |
| Vesting | RSUs vest on first anniversary of grant, subject to continued service . |
Other Directorships & Interlocks
- Vista designation rights: Vista Equity Partners holds nomination and committee designation rights via Director Nomination Agreement (scaled by ownership), including prohibiting changes to board size without Vista consent; five current directors, including Nakatsukasa, are Vista employees or affiliates .
- Registration rights: Vista has shelf and demand registration rights; IAS bears certain costs; large secondary offering by Vista affiliates occurred in Dec 2023/Jan 2024 .
- Consulting and expenses: IAS paid Vista Consulting Group approximately $2,000 in 2024 and reimbursed Vista-related travel/other expenses of approximately $33,000 .
Expertise & Qualifications
- Core credentials: Finance, private equity investing, technology sector exposure, M&A advisory experience .
- Board qualifications cited: Technology, private equity, finance experience relevant to IAS’s software/ad tech industry .
- Age/tenure: Age 32; IAS director since Dec 2020, term to 2026; Class II director .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Brooke Nakatsukasa | — | — | No beneficial ownership disclosed as of Mar 10, 2025 . |
| Director stock ownership guidelines | Applies to non-employee, non-Vista affiliate directors only | — | Minimum 5× annual cash retainer within five years; non-Vista directors in compliance and within compliance window . |
| Hedging/Pledging | Prohibited for directors under Insider Trading Policy | — | Company bans hedging and pledging/margin accounts for all directors/officers/employees . |
Governance Assessment
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Strengths
- Independence affirmed despite Vista affiliation; active participation on Compensation & Nominating Committee with clear charter covering CEO pay oversight, executive incentives, director compensation, governance guidelines, and ESG oversight .
- Board structure separates Chair and CEO; robust risk oversight and annual self-evaluation; strong anti-hedging/pledging and clawback policies .
- Shareholder support: 95.3% Say-on-Pay approval in 2024; annual SoP frequency supported by 97.4% .
-
Potential conflicts and red flags
- Vista control levers: Nomination and committee designation rights plus prohibition on board size changes may limit board autonomy; Brooke’s Vista employment creates affiliation with a 40% holder (Vista Funds) .
- Limited personal “skin in the game”: No beneficial share ownership disclosed for Nakatsukasa; director ownership guidelines apply to non-Vista directors, leaving alignment for Vista-affiliated directors less transparent .
- Related-party links: Ongoing Vista consulting/services and registration rights; prior large Vista secondary while IAS bore costs raises perception risks, though amounts disclosed are modest for consulting .
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Overall view
- Board effectiveness benefits from diversified independent directors, structured committee work, and governance policies; however, Vista’s structural rights and Nakatsukasa’s affiliation warrant monitoring for potential conflicts and continued evidence of independent judgment in compensation/governance decisions .