Lisa Utzschneider
About Lisa Utzschneider
Chief Executive Officer of Integral Ad Science (IAS) since January 2019 and a director since 2019; prior roles include CRO/SVP at Yahoo (2014–2017), VP Global Advertising Sales at Amazon (2008–2014), and multiple executive sales roles at Microsoft culminating as GM National Sales & Service (1998–2008) . Education: BA (Bates College), MPA (NYU) . Under her tenure, FY2024 revenue rose 12% to $530.1M, net income increased 422% to $37.8M, and Adjusted EBITDA grew 20% to $191.3M; 2024 pay-versus-performance table shows 2024 TSR index value of 55.68 from a $100 starting point in 2021, reflecting share volatility through 2024 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Integral Ad Science (IAS) | Chief Executive Officer; Director | 2019–Present | Led platform expansion and partnerships; multi-year revenue and EBITDA growth . |
| Yahoo! Inc. | Chief Revenue Officer, SVP | 2014–2017 | Drove ad platform monetization and sales leadership . |
| Amazon.com, Inc. | VP, Global Advertising Sales | 2008–2014 | Scaled global ad sales operations . |
| Microsoft Corporation | Exec roles incl. GM, National Sales & Service | 1998–2008 | Ran U.S. national sales/service teams . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 518,750 | 525,000 | 525,000 |
| Target Bonus ($) | — | — | 577,500 (110% of base) |
| Actual Bonus Paid ($) | 635,800 | 625,433 | 528,413 |
| All Other Comp ($) | 28,547 | 32,699 | 33,968 (incl. $10,350 401(k) match; $23,617.68 benefits) |
Notes: CEO target bonus equals 110% of salary; 2024 payout at 91.5% of target based on plan results (no individual adjustment) .
Performance Compensation
Annual Incentive (STIP) Design and 2024 Outcomes
| Metric | Weight | Threshold | Target | Maximum | 2024 Actual | Payout factor contribution |
|---|---|---|---|---|---|---|
| Revenue ($M) | 75% | 509.9 | 548.3 | 575.7 | 530.1 | 76.3% of target for weighted portion |
| Adjusted EBITDA ($M) | 25% | 164.1 | 185.3 | 207.2 | 192.5 | 137.0% of target for weighted portion |
| Resulting payout | — | — | — | — | — | 91.5% of target; CEO paid $528,413 |
Plan mechanics: 0–200% payout range; individual modifiers generally ±20% but none applied to CEO for 2024 .
Long-Term Incentives (MSUs – 100% Performance-Based)
- Form: Market Share Units with 0–225% payout factor based on absolute stock price performance; vesting service schedule: 25% after 1 year then 6.25% quarterly, subject to meeting minimum performance; payouts in shares .
- Payout factor: average closing price over 10 trading days before vest date divided by base price at grant; factor floored at 0.60 (zero payout below) and capped at 2.25 .
| Grant | Grant date | Target (#) | Threshold (#) | Max (#) | Vesting cadence |
|---|---|---|---|---|---|
| 2024 MSU | 4/1/2024 | 570,442 | 342,266 | 1,283,495 | 25% on 4/1/2025; then quarterly 6.25% . |
| 2023 MSU | 4/2/2023 | — | — | 591,278 unvested at max as of 12/31/24; 25% vested 4/3/2024 . | |
| 2022 MSU | 6/17/2022 | — | — | 375,075 unvested at max as of 12/31/24; 25% vested 5/2/2023 . |
2024 Stock Awards grant-date fair value: $8,476,768 (probable outcome at grant) .
Stock Options (Legacy)
| Grant | Type | Exercisable (#) | Unexercisable (#) | Strike | Expiry |
|---|---|---|---|---|---|
| 1/7/2019 | Service Options/Return Target Options | 2,051,991 SO | 1,025,995 RTO | $4.13 | 1/7/2029 |
| 6/29/2021 (IPO) | Service Options/Return Target Options | 329,647 SO | 47,093 SO (scheduled Q1–Q2 2025); 188,370 RTO | $18.00 | 6/29/2031 |
Vesting: SO 25% 1st anniversary then quarterly; RTO vest upon 3x return to Vista at change in control per award terms .
2024 exercises: none; 218,294 shares vested from equity awards with $2,466,623 value realized (RSUs/MSUs) .
Equity Ownership & Alignment
| Item | Amount |
|---|---|
| Total beneficial ownership (shares) | 2,683,834 (≈2% of outstanding as of 3/10/2025) . |
| Breakdown included in beneficial count | 278,650 common shares; 2,381,638 options currently exercisable; 23,546 options becoming exercisable within 60 days . |
| Executive stock ownership guideline | CEO 5.0x base salary; must hold ≥50% of net-after-tax vested equity until compliant; 5-year compliance window; performance awards/stock options excluded from counting (options and unearned MSUs) . |
| Hedging/pledging | Hedging prohibited; no holding in margin accounts or pledging allowed . |
Insider trading controls: mandatory blackouts, pre-clearance for senior personnel, and Rule 10b5‑1 plan procedures with cooling-off periods .
Employment Terms
| Provision | CEO Terms |
|---|---|
| Employment & pay protections | Base salary reviewed annually (not cut >10% except broad-based); eligible for annual bonus and LTIP . |
| Severance (no CIC) | If terminated by company without cause or resigns for good reason: 18 months salary continuation and company-paid COBRA; Board may prorate annual bonus at discretion; subject to release and restrictive covenants . |
| Non-compete / non-solicit | 12-month non-compete and non-solicit; confidentiality; non-disparagement (CEO) . |
| Change-in-control (CIC) equity | Service Options accelerate at CIC (per award agreement definition) . MSUs: if not assumed, all unvested become time-vested at CIC based on “CIC Payout Factor” (10-day avg price/base price; min 1.0, max 2.25) . If assumed, continue time vesting; if terminated without cause/for good reason within 6 months post-CIC, 100% of unvested Converted Award vests (double-trigger) . |
| Clawback | Dodd-Frank compliant mandatory clawback; additional discretionary clawback under 2021 Plan (36-month lookback, broader triggers) . |
Definitions of Cause/Good Reason summarized in proxy (CEO-specific) .
Board Governance (Director Service, Roles, Independence)
- Role: CEO and Class II Director; not on Audit or Compensation & Nominating (C&N) committees; therefore not considered independent from management (Board count of independent directors excludes CEO) .
- Board structure: 10 directors; classified board (three classes); separate Chair (Michael Fosnaugh) and CEO roles, which the Board states enhances oversight and allows CEO to focus on operations .
- Committees: Audit (Chair Robert Lord; members Lord, Berkes, Heller), C&N (Chair Rod Aliabadi; members Aliabadi, Nakatsukasa, Taylor) .
- Meeting cadence/attendance: 2024 Board 8 meetings; Audit 4; C&N 4; each director attended ≥75% of meetings during tenure .
- Vista nomination rights persist while Vista holds designated ownership thresholds; committee composition proportional to Vista ownership (governance consideration) .
Director Compensation (reference)
As an executive director, Lisa does not receive non-employee director retainers; independent director program: $100,000 annual cash retainer; $20,000 chair retainers (Audit, C&N); $150,000 annual RSU grant (one-year cliff) .
Compensation Peer Group and Pay Positioning
- 2024 peer group (selected): DoubleVerify, LiveRamp, Magnite, PubMatic, The Trade Desk, Five9, Sprout Social, Viant, Cardlytics, Digital Turbine, TechTarget, Momentive, Paylocity, Coupa, Qualtrics, 8x8 .
- 2025 changes: Removed 8x8, Coupa, Momentive, Paylocity, Qualtrics, TechTarget; Added Cerence, PROS, Semrush, Smartsheet, Sprinklr, Zeta Global .
- Target total direct compensation positioned near market median overall; 2024 CEO target pay heavily equity-weighted (94% at-risk) .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: ~95.3% of votes cast supported the program .
- 2025 Annual Meeting: Say‑on‑Pay approved with 141,743,343 For; 3,608,242 Against; 327,389 Abstentions; broker non‑votes 8,508,053 .
Performance & Track Record
| Metric | 2023 | 2024 |
|---|---|---|
| Revenue ($M) | 474.4 | 530.1 |
| Net Income ($M) | 7.2 | 37.8 |
| Adjusted EBITDA ($M) | 159.5 | 191.3 |
Pay vs Performance (selected): 2024 TSR index value $55.68; 2023 $76.75; 2022 $46.88; 2021 $118.45 (IPO year) .
Strategic developments: multiple product launches and social/CTV integrations in 2024–2025; Board separation of Chair/CEO maintained; CFO transition effective Jan 3, 2025 (Interim CFO Jill Putman; later appointment of permanent CFO Alpana Wegner June 2025) .
Vesting Schedules and Potential Insider Selling Pressure
- Upcoming equity vesting cadence (CEO): 2024 MSU (25% vested 4/1/2025; then quarterly); 2023 MSU (25% vested 4/3/2024; then quarterly); 2022 MSU (25% vested 5/2/2023; then quarterly) .
- 2024 stock vested (all NEOs): CEO acquired 218,294 shares on vesting; no option exercises in 2024 .
- 144 filings: numerous Notices of Proposed Sale were filed by IAS insiders in 2024–2025; not specifically attributed to the CEO in available excerpts—no CEO Form 4 sales disclosed in cited materials; one late CEO Form 4 (administrative error re: MSU vesting) noted in Section 16 delinquency disclosure .
Related Party & Governance Risk Indicators
- Anti‑hedging/pledging policy: prohibited (alignment positive) .
- Clawback: Dodd‑Frank-compliant and discretionary clawback under 2021 Plan (broader triggers; 36‑month lookback) .
- Director nomination and committee designation rights granted to Vista while ownership thresholds met (governance overhang) .
- Section 16 compliance: one late CEO Form 4 filing for MSU vesting due to administrative error; otherwise compliant in 2024 .
Change‑of‑Control (CIC) Watch: Novacap Agreement
IAS entered into a definitive agreement on Sept 24, 2025 to be acquired by Novacap for $10.30 per share in cash (~$1.9B enterprise value), expected to close before end of 2025; Vista will exit upon close . CEO’s equity is subject to CIC treatment described above (option acceleration; MSUs accelerated/converted and time‑vested at CIC payout factor if not assumed, or double‑trigger if assumed and terminated within 6 months) . This event increases the probability of accelerated equity vesting and potential cash severance depending on post‑close role .
Compensation Structure Analysis (Signals)
- Mix skew: 94% of CEO target total direct compensation at‑risk in 2024; 100% of annual equity as MSUs (greater alignment with share price outcomes vs time-based RSUs) .
- Metric rigor: 2024 revenue target not achieved but EBITDA exceeded; formulaic payout at 91.5% suggests balanced calibration favoring profitable growth, not solely top‑line .
- Governance safeguards: robust anti‑hedging/pledging, ownership guidelines (5x salary), clawback—positive alignment features .
- Option overhang: sizable legacy options (including return-target options tied to Vista ROI); note implications under CIC and potential dilution if exercised pre‑close .
Equity Ownership & Alignment Details
| Category | Count / Policy |
|---|---|
| Beneficial ownership | 2,683,834 shares (2%); includes exercisable options and near‑term exercisable options . |
| Vested vs unvested (selected grants) | Unvested MSUs at max: 1,283,495 (2024); 591,278 (2023); 375,075 (2022) at 12/31/24 . |
| Options in‑the‑money potential | Strike prices $4.13 (2019) and $18.00 (2021) vs deal price $10.30 indicates 2019 options in‑the‑money relative to deal, 2021 options out‑of‑the‑money; option acceleration at CIC per award terms . |
Employment & Contracts (Retention Risk)
- Protections: 18‑month cash severance (no CIC); double‑trigger vesting protection on assumed MSUs post‑CIC (6‑month window) supports retention through transaction .
- Restrictions: 12‑month non‑compete/non‑solicit; supports post‑termination protections for IAS .
Investment Implications
- Alignment and retention: Strong alignment (ownership guidelines; 100% performance‑based equity; anti‑hedging/pledging; clawbacks). CIC terms (option acceleration; MSU acceleration/conversion) create a near‑term vesting tailwind at close, reducing medium‑term selling pressure if awards are converted and continue to vest on a schedule (if assumed) .
- Transaction catalyst: The Novacap take‑private at $10.30/share frames the equity value ceiling near‑term; for risk‑arbitrage, attention to regulatory/timing conditions; for fundamental holders, post‑close governance/leadership continuity could affect integration outcomes and management retention economics .
- Pay-for-performance: 2024 incentive payout below target (91.5%) with EBITDA outperformance vs revenue shortfall signals emphasis on profitable growth; multi‑year MSUs tie outcomes to absolute stock price performance (0–225% range), increasing sensitivity to share price realization .
- Governance watch: Vista board designation rights and return‑target options added complexity; those sunset post‑close with Vista exit, potentially simplifying governance and incentive architecture under new ownership .