Martin Taylor
About Martin Taylor
Martin Taylor, age 55, has served as an independent Class I director of Integral Ad Science Holding Corp. since June 2018. He is a Senior Managing Director at Vista Equity Partners, Co‑Head of the Foundation Funds, and serves on Vista’s Executive Committee and Private Equity Management Committee; previously he was Corporate Vice President at Microsoft, including serving as Chief of Staff and Director of Business Strategy to CEO Steve Ballmer. Taylor attended George Mason University and brings deep expertise in corporate strategy, technology, finance, and M&A to IAS’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vista Equity Partners | Co‑Head, Foundation Funds; Senior Managing Director; Member, Executive Committee and Private Equity Management Committee | 2006–present | Built value creation infrastructure; formalized portfolio engagement model |
| Vista Consulting Group | Initial President | Prior to current Vista roles | Built and scaled value creation infrastructure and best practices |
| Microsoft Corporation | Corporate Vice President; Chief of Staff & Director of Business Strategy to CEO Steve Ballmer | ~13 years | Managed corporate strategy, sales, product marketing across North and Latin America |
External Roles
| Organization | Role | Since | Committees/Notes |
|---|---|---|---|
| Jamf Holding Corp. (NASDAQ: JAMF) | Director | Current | Board service |
| Vivid Seats Inc. (NASDAQ: SEAT) | Director | Current | Board service |
| Vista private portfolio companies (e.g., AlertMedia, ARCOS, Bonterra, Critical Start, Navex Global, TigerConnect, TRG Screen, TripleLift) | Director | Prior/current | Multiple Vista portfolio boards (as listed in 2024 proxy) |
Board Governance
- Committee assignments: Member, Compensation and Nominating Committee; committee chaired by Rod Aliabadi (other members: Brooke Nakatsukasa) .
- Independence: Board affirmatively determined Taylor meets Nasdaq independence standards; all members of Audit and Compensation & Nominating Committees meet applicable SEC independence rules .
- Attendance: In 2024, the Board held 8 meetings; each director attended at least 75% of aggregate Board and committee meetings during their tenure; three members attended the May 7, 2024 annual meeting .
- Board leadership: Roles of Chair (Michael Fosnaugh) and CEO (Lisa Utzschneider) are separated; mix includes eight independent directors plus CEO and interim CFO .
- Board self‑evaluation and succession: Annual evaluation led by Compensation & Nominating Committee; CEO succession plan overseen by the committee and Board .
- Risk oversight: Board and committees oversee enterprise risk; Audit Committee has primary oversight of cybersecurity; Compensation & Nominating monitors incentive risk and ESG initiatives .
Fixed Compensation
| Category | IAS Policy Amount | Applies to Martin Taylor? | Notes |
|---|---|---|---|
| Annual cash retainer | $100,000 | Not disclosed for Vista‑affiliated directors | Policy explicitly covers non‑employee, non‑Vista directors; compensation tables list only non‑Vista members |
| Committee chair cash retainer | $20,000 | Not disclosed for Vista‑affiliated directors | Same as above |
| Annual equity retainer (RSUs) | $150,000 (cliff vest 1 year) | Not disclosed for Vista‑affiliated directors | Same as above |
The “Non‑Employee Director Compensation” tables in 2024–2025 list only non‑Vista directors (e.g., Berkes, Heller, Putman, Lord), indicating IAS does not report cash/equity retainers for Vista‑affiliated directors such as Martin Taylor .
Performance Compensation
- Director performance‑based awards for Vista‑affiliated directors are not disclosed. IAS’s annual long‑term equity grants and short‑term incentive metrics are for executives (NEOs), not directors; as a Compensation & Nominating Committee member, Taylor oversees these programs .
| Performance Metric (NEO programs) | 2024 Target Framework | Weighting | 2024 Actual vs Target |
|---|---|---|---|
| Revenue ($mm) | Threshold $509.9; Target $548.3; Max $575.7 | 75% | Actual $530.1 vs Target $548.3 (below target) |
| Adjusted EBITDA ($mm) | Threshold $164.1; Target $185.3; Max $207.2 | 25% | Actual $192.5 vs Target $185.3 (above target) |
| Long‑term MSUs | Absolute stock price performance (0–225% payout); service vesting over 4 years | 100% of annual equity for senior leadership | Payout factor mechanics disclosed; performance‑based equity used for alignment |
Other Directorships & Interlocks
- Vista Designation Rights: Vista can designate a proportion of directors and committee members based on ownership; prohibits changing board size without Vista consent; Taylor and several directors are Vista employees—an interlock with Vista’s control rights .
- Related party transactions: IAS paid Vista Consulting Group ~$2,000 (2024) and incurred Vista‑related travel expenses of ~$33,000 (2024); Vista conducted secondary offerings in Dec 2023/Jan 2024 where IAS bore ~$1.8 million of costs (excluding underwriting) .
Expertise & Qualifications
- Corporate strategy, technology, finance, marketing, transactions, and M&A experience; significant board experience at technology/software companies .
- Prior Microsoft executive leadership across strategy, sales, product marketing; direct experience advising at CEO level .
- Community engagement: Milken Institute DEI Executive Council; University of Texas President’s Austin Innovation Board; philanthropic support for UT Heman Sweatt Center .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| Martin Taylor | — | — | No beneficial ownership reported in 2025 table; Vista funds own 40% |
| Anti‑hedging/pledging policy | Prohibits hedging and pledging by directors/officers | — | Insider Trading Policy bans hedging and pledging Company securities |
Governance Assessment
-
Strengths:
- Independent committee membership and >75% attendance support board effectiveness .
- Clear incentive risk oversight and robust clawback policies; anti‑hedging/pledging aligns directors with shareholders .
- Strong Say‑on‑Pay support (95.3% in 2024) and annual frequency preference (97.4%), indicating investor confidence in comp governance .
-
Potential Conflicts / Red Flags:
- Vista Director Nomination Agreement and multiple Vista‑affiliated directors (including Taylor) create governance interlocks and potential influence over board/committee composition; company cannot change board size without Vista consent .
- Related party engagements with Vista (consulting fees, travel) and secondary offerings where IAS bore costs may raise independence optics; however, Audit Committee reviews related party transactions for conflicts .
- Chair of the Board is Vista‑affiliated (Fosnaugh), which may impact perceived independence, though roles of Chair and CEO are separated .
Director Compensation (Disclosure context)
| Year | Non‑Vista Director Cash Fees | Non‑Vista Director Equity (RSUs) | Notes |
|---|---|---|---|
| 2024 | $100,000 retainer; $20,000 chair add‑on | ~$135,901–$149,994 grant date fair value | Compensation tables list only non‑Vista directors; Martin Taylor not included |
| 2025 | $100,000 retainer; $20,000 chair add‑on | Annual RSUs $150,000 (policy) | Robert Lord listed with $65,000 cash (joined Aug 2024) and $117,548 equity in 2024; policy unchanged |
Say‑on‑Pay & Shareholder Feedback
| Item | Result | Notes |
|---|---|---|
| 2024 Say‑on‑Pay approval | ~95.3% of votes cast FOR | Indicates strong support |
| Frequency of Say‑on‑Pay | ~97.4% supported annual vote | Board adopted annual frequency |
Insider Trades
| Item | Disclosure |
|---|---|
| Section 16 compliance | Company states all Section 16 filings for 2024 were timely except one CEO Form 4 (administrative delay); no specific reference to Martin Taylor filings; beneficial ownership shows no holdings for Taylor |
Committee Composition Detail (current)
| Committee | Members | Chair | Independence |
|---|---|---|---|
| Compensation & Nominating | Rod Aliabadi; Brooke Nakatsukasa; Martin Taylor | Rod Aliabadi | All members independent under Rule 10C‑1 and Nasdaq |
| Audit | Robert Lord; Otto Berkes; Bridgette Heller | Robert Lord | All members independent; Lord is “financial expert” |
Overall, Taylor’s expertise and committee service strengthen board oversight; however, Vista’s nomination/committee rights and related‑party connections warrant monitoring for potential conflicts and independence optics. IAS’s strong shareholder support on pay and robust anti‑hedging/clawback policies partially mitigate these concerns .