Michael Fosnaugh
About Michael Fosnaugh
Michael Fosnaugh, age 46, is Independent Chair of the Board at Integral Ad Science (IAS) and has served as a director since June 2018 . He is a Senior Managing Director at Vista Equity Partners, Co-Head of the Flagship Fund, sits on Vista’s Investment Committee and Executive/Private Equity Management Committees, and holds a bachelor’s degree in economics from Harvard College . The Board has affirmatively determined he meets Nasdaq independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vista Equity Partners | Senior Managing Director; Co-Head, Flagship Fund; Investment Committee; Executive Committee; Private Equity Management Committee | Joined 2005 | Led/participated in software investments and portfolio oversight |
| SG Cowen & Co. (Technology, Media & Telecommunications Group) | Investment banking (software, services, fintech focus) | Pre-2005 | Advised on buy/sell-side M&A, public/private equity financings |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Jamf Holding Corp. (NASDAQ: JAMF) | Chair of the Board | Current | Active public company chair role |
| Ping Identity Holding Corp. (formerly NASDAQ: PING) | Chair of the Board | 2018–2022 | Served until company taken private in 2022 |
| Vista portfolio companies (private) | Director | Various | Multiple private boards (not itemized in proxy) |
Board Governance
| Attribute | Detail |
|---|---|
| IAS Board Role | Independent Chair; Class I director (term expiring 2025; nominated for term expiring 2028) |
| Independence | Board determined independent under Nasdaq standards |
| Committee Assignments | Not listed on Audit or Compensation & Nominating Committees; serves as Board Chair |
| Attendance | In 2024, the Board met 8 times; each director attended at least 75% of Board and committee meetings during their tenure |
| Board Leadership | Roles of Chair and CEO separated; Chair (Fosnaugh) sets agendas and provides oversight; CEO focuses on operations |
| Executive Sessions, Evaluation | Compensation & Nominating Committee conducts annual board/committee self-evaluation; engages in feedback and agenda review |
Other Directorships & Interlocks
| IAS Board Member | Affiliation |
|---|---|
| Michael Fosnaugh | Vista Senior Managing Director |
| Rod Aliabadi | Vista Managing Director; Comp & Nominating Chair |
| Christina Lema | Vista MD, Deputy Chief Legal Officer & General Counsel; Vista committees |
| Brooke Nakatsukasa | Vista Vice President |
| Martin Taylor | Vista Senior Managing Director; Foundation Funds Co-Head |
- Vista holds governance rights via a Director Nomination Agreement, including the right to designate nominees proportionate to ownership and to designate committee members proportionally; IAS cannot change board size without Vista’s consent while the agreement is in force .
Expertise & Qualifications
- Corporate strategy, technology/software investing, finance, and M&A; oversight experience across tech/software boards (Jamf, Ping Identity) .
- Independent chair experience; governance/oversight of public company boards .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding |
|---|---|---|
| Michael Fosnaugh | — | — |
| Vista Funds (aggregate) | 65,010,001 | 40% |
- IAS prohibits hedging and pledging by directors, officers, and employees under its Insider Trading Policy .
Governance Assessment
- Strengths: Independent Chair with separated CEO/Chair roles; formal risk oversight and cybersecurity oversight via Audit Committee; independent board/committee composition and annual self-evaluation processes; clear anti-hedging/anti-pledging and clawback policies .
- Potential conflicts/RED FLAGS:
- Vista control rights (nomination, committee proportion, board size changes require Vista consent) create structural influence; five Vista-affiliated directors (including Fosnaugh) heighten interlock considerations .
- Related-party interactions: consulting with Vista Consulting Group (payments reimbursed) and registration rights; IAS paid ~$1.8M of offering-related costs for Vista’s secondary offering (excluding underwriting fees), and incurred ~$33,000 in expenses related to Vista services in 2024 .
- Ownership alignment: Fosnaugh reports no personal beneficial ownership; Vista funds collectively own 40%—alignment may be primarily through sponsor ownership rather than personal holdings .
- Attendance/engagement: Each director met the ≥75% attendance threshold in 2024; Board held 8 meetings, indicating active cadence .
Note on Director Compensation disclosure: IAS presents compensation only for non-employee, non-Vista-affiliated directors; Vista-affiliated director compensation (including Fosnaugh) is not disclosed in the reported director compensation table/policy .
References
- Board composition, roles, independence, and leadership structure:
- External roles and qualifications:
- Attendance and committees:
- Director Nomination Agreement and Vista governance rights:
- Related party transactions and Vista services/offerings:
- Ownership table and percentages:
- Insider trading policy (anti-hedging/pledging) and clawback: