Jill Putman
About Jill Putman
Jill Putman, 57, is an IAS director since 2021 and was appointed Interim Chief Financial Officer effective January 3, 2025; she previously served as CFO of Jamf Holding Corp. (2014–Sep 2022) and Kroll Ontrack (2011–2014), held senior finance roles at McAfee and Secure Computing, began her career as an auditor at KPMG, holds a B.A. in Accounting & Psychology (Luther College), an MBA (University of St. Thomas – Opus College of Business), and is a CPA (inactive) . As of the 2025 proxy, she is a Class III director (term ending 2027) and currently serves on the IAS board while acting as Interim CFO .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jamf Holding Corp. (NASDAQ: JAMF) | Chief Financial Officer | 2014 – Sep 2022 | Led finance for enterprise software company . |
| Kroll Ontrack, LLC | Chief Financial Officer | Jul 2011 – May 2014 | Finance leadership at e‑data recovery/destruction firm . |
| McAfee; Secure Computing | Senior finance roles | Not disclosed | Senior finance experience in cybersecurity companies . |
| KPMG | Auditor | Early career | Public accounting foundation . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| University of St. Thomas – Opus College of Business | Advisory Board Member | Current | MBA alma mater; advisory capacity . |
Board Governance
- Director class/tenure: Class III; director since 2021; current term ends 2027 .
- Current independence status: Not independent (serves as Interim CFO). The board identifies eight independent directors; Ms. Putman is not among those listed as independent .
- Committee assignments (current): None (Audit Committee now chaired by Robert Lord; members Lord, Berkes, Heller) .
- Prior committee roles: Served as Audit Committee Chair in 2024 (received chair-level cash fees) .
- Attendance: In 2024, each director attended at least 75% of board and committee meetings; the board met 8 times, and each of the Audit and Compensation & Nominating Committees met 4 times .
| Governance Item | Detail |
|---|---|
| Board size/classes | 10 directors; staggered into three classes . |
| Audit Committee (2025) | Lord (Chair), Berkes, Heller; all independent; Lord designated financial expert . |
| Compensation & Nominating (2025) | Aliabadi (Chair), Nakatsukasa, Taylor; all independent . |
| 2024 Audit Chair (historical) | Jill Putman (as reflected in 2024 director fee disclosure) . |
Fixed Compensation
- 2024 non‑employee director pay (prior to Interim CFO appointment): Cash fees $120,000; RSU grant-date fair value $135,901; total $255,901 (cash ~47%, equity ~53%) .
- Policy for non‑employee, non‑Vista directors: Annual cash retainer $100,000; additional $20,000 for Audit or Compensation & Nominating Chairs; annual equity retainer $150,000 in RSUs (one-year cliff vest) .
| Year | Role | Cash ($) | Equity – RSUs ($ FV) | Total ($) |
|---|---|---|---|---|
| 2024 | Non‑employee director; Audit Chair | 120,000 | 135,901 | 255,901 |
| Non‑Employee Director Compensation Policy | Amount |
|---|---|
| Annual cash retainer | 100,000 |
| Chair retainer (Audit; Comp & Nominating) | 20,000 |
| Annual equity retainer (RSUs; 1‑yr cliff) | 150,000 |
Performance Compensation
- Director equity grants are time‑based RSUs and not tied to performance metrics; no director performance metrics disclosed for equity retainer .
- As Interim CFO, Ms. Putman received a one‑time RSU award with time‑based monthly vesting (details below); no performance metrics disclosed .
Employment & Contracts (Interim CFO)
| Item | Terms |
|---|---|
| Appointment | Interim CFO effective January 3, 2025 . |
| Consulting agreement cash | $83,333 per month . |
| One‑time RSU award | $1,200,000 grant-date value; vests over one year: 16.67% each month for first three months, then 5.56% per subsequent month, subject to continued service in Interim CFO role . |
Other Directorships & Interlocks
- Other current public company directorships: None disclosed for Ms. Putman in IAS’s 2025 proxy .
- Vista‑related board rights: Vista retains nomination and committee designation rights proportionate to ownership; five current directors are Vista-affiliated (Aliabadi, Fosnaugh, Lema, Nakatsukasa, Taylor). Ms. Putman is not Vista‑affiliated .
Expertise & Qualifications
- Financial leadership (CFO experience at Jamf and Kroll Ontrack), enterprise software and technology sector experience, public company operations, and public accounting background; CPA (inactive) .
- Designated executive officer: Interim CFO as of 2025 .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Jill Putman | 108,664 | <1% | Based on 163,975,477 shares outstanding as of March 10, 2025 . |
- Director RSUs outstanding year‑end 2024: As a non‑employee director grant in 2024, Ms. Putman held 13,631 RSUs vesting May 7, 2025, subject to continued service (pre‑Interim CFO status) .
- Anti‑hedging/pledging: Company prohibits hedging and pledging of company securities by directors and officers .
- Director stock ownership guidelines: Non‑employee, non‑Vista directors expected to own at least 5x annual cash retainer within five years; all such directors are currently in compliance and within the 5‑year period .
Director Compensation Structure Analysis
- Mix shifted toward chair‑level cash in 2024 (Audit Chair premium) and standard annual RSUs; no option awards or performance‑linked director equity disclosed, indicating modest risk appetite and alignment via time‑based equity .
- Company-wide clawback policy (Dodd‑Frank compliant) and discretionary clawback provisions extend governance discipline over incentive pay; anti‑hedging/pledging policy supports alignment .
Related Party Transactions & Conflicts
- Role transition: Ms. Putman transitioned from independent Audit Committee Chair in 2024 to Interim CFO in January 2025 under a paid consulting agreement including monthly cash and a one‑time RSU with monthly vesting; this necessitated reconstitution of the Audit Committee (now chaired by independent director Robert Lord) to maintain independence .
- The proxy’s related‑party section expressly references Ms. Putman’s Consulting Agreement under executive compensation disclosures; Audit Committee oversees related‑party reviews/approvals under the company’s policy .
- Vista rights and presence of Vista-affiliated directors create structural governance considerations; however, Ms. Putman is not Vista‑affiliated .
Say‑on‑Pay & Shareholder Feedback (Context)
- At the 2024 Annual Meeting, 95.3% of votes cast supported IAS’s executive compensation program; 97.4% supported annual say‑on‑pay frequency, suggesting broad investor support for compensation governance at that time .
Governance Assessment
- Strengths: Extensive CFO and public company finance experience; previous Audit Committee chairmanship; board maintained independent composition and restructured committees after Interim CFO appointment; strong anti‑hedging/pledging and clawback frameworks; director ownership guidelines in place .
- Watch items / RED FLAGS: Loss of director independence due to appointment as Interim CFO; movement from Audit Committee Chair to management via a consulting agreement with concurrent equity award requires continued oversight for potential conflicts and related‑party optics; committee independence preserved by reassigning Audit Chair to an independent director (Robert Lord) .
- Attendance/engagement: Company reports at least 75% attendance for all directors in 2024; no attendance concerns disclosed .
- Ownership alignment: Holds shares and receives director RSUs; subject to anti‑hedging/pledging policies and director ownership guidelines; beneficial ownership remains <1% given IAS share count .