Otto Berkes
About Otto Berkes
Otto Berkes (age 62) is an independent Class II director at Integral Ad Science (IAS) since August 2020; his current term runs through the 2026 annual meeting. He is a technologist with deep product and platform experience: CEO of HireRoad (late 2019–Sep 2023), former CTO at CA Technologies and HBO (led HBO GO, 2011–2015), and an 18‑year Microsoft veteran and Xbox co‑founder. He holds a BA in Physics (Middlebury College) and an MS in Computer Science and Electrical Engineering (University of Vermont).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Various roles; co‑founder of Xbox | 18 years | Drove hardware/software innovation in graphics, home entertainment, mobile, cloud; co‑founded Xbox |
| HBO | Chief Technology Officer | 2011–2015 | Led development of HBO GO streaming platform |
| CA Technologies | Chief Technology Officer | Not disclosed | Enterprise software CTO |
| HireRoad | Chief Executive Officer; prior director | Late 2019–Sep 2023 | Led talent management software provider |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Ai‑Media Technologies Limited (ASX: AIM) | Director | Current | Australian listed captioning/media tech company |
Board Governance
- Independence: The IAS Board affirmed Berkes is independent under Nasdaq rules; all Audit and Compensation & Nominating Committee members meet applicable SEC/Nasdaq independence criteria.
- Committee assignments (current): Audit Committee member; committee currently composed of Robert Lord (Chair), Otto Berkes, and Bridgette Heller; Lord designated “audit committee financial expert.”
- Committee assignments (2023): Audit Committee member alongside Bridgette Heller and Jill Putman (Chair); Putman designated “audit committee financial expert.”
- Attendance and engagement: In 2024 the Board held 8 meetings; Audit and Compensation & Nominating committees each held 4; every director attended at least 75% of Board and committee meetings during their tenure. In 2023 the Board held 11 meetings; all directors then in office attended the annual meeting and each attended at least 75% of Board/committee meetings.
- Governance infrastructure: Written charters for standing committees and annual Board/committee self‑evaluations; CEO succession planning and enterprise risk oversight allocated across Board and committees (Audit overseen cybersecurity).
Fixed Compensation
- Director compensation policy: Annual cash retainer $100,000; additional $20,000 for Chairs of Audit or Compensation & Nominating; annual equity retainer $150,000 in RSUs that cliff vest after one year; all non‑employee, non‑Vista directors must hold stock equal to 5x cash retainer within five years and are currently in compliance.
- Berkes’ actual compensation:
| Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| 2023 | $100,000 | $149,994 | $249,994 |
| 2024 | $115,000 (includes $15,000 special litigation committee fee) | $135,901 | $250,901 |
- RSU grants: As of Dec 31, 2024, Berkes held 13,631 RSUs vesting May 7, 2025; as of Dec 31, 2023, he held 9,881 RSUs vesting May 11, 2024.
Performance Compensation
- Non‑employee director equity is time‑based (RSUs vest after one year) and not contingent on performance.
- IAS performance metrics used for executive incentive design (context for Board oversight of pay‑for‑performance):
| Metric (FY2024) | Threshold | Target | Maximum | Actual FY2024 |
|---|---|---|---|---|
| Revenue ($mm) | $509.90 | $548.30 | $575.70 | $530.10 |
| Adjusted EBITDA ($mm) | $164.10 | $185.30 | $207.20 | $192.50 |
| Weighting | 75% | — | — | 25% |
- Shareholder alignment signal: 2024 Say‑on‑Pay received ~95.3% support; annual vote frequency ~97.4% support.
Other Directorships & Interlocks
- Current public company board service: Ai‑Media Technologies (ASX: AIM). No IAS disclosure of interlocks with IAS competitors/customers or related‑party dealings involving Berkes.
- Vista influence: A Director Nomination Agreement grants Vista proportional rights to designate directors and committee members while prohibiting changes to Board size without Vista consent; Board composition reflects a mix of independent and Vista‑affiliated directors.
Expertise & Qualifications
- Technology/product leadership: CTO roles (CA Technologies, HBO) and platform build (HBO GO); Xbox co‑founder; deep software and cloud experience.
- Board qualifications: Independent, audit committee member; not designated financial expert; technology expert profile cited by IAS.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Reference Date |
|---|---|---|---|
| Otto Berkes | 39,452 | <1% (asterisked in table) | March 11, 2024 (159,761,454 shares outstanding) |
| RSUs (unvested) | 13,631 vesting May 7, 2025 | — | As of Dec 31, 2024 |
- Ownership alignment and restrictions:
- Non‑employee director stock ownership guideline: 5x annual cash retainer within five years; IAS states current compliance for non‑Vista directors.
- Anti‑hedging/anti‑pledging: Directors prohibited from hedging or pledging IAS securities.
Governance Assessment
- Strengths:
- Independence, consistent committee service (Audit) and satisfactory attendance (≥75%) demonstrate engagement.
- Technology operating expertise enhances Board oversight of product, data, and platform risk; relevant to IAS’s AI/ML‑driven measurement business.
- Director equity and ownership guidelines plus hedging/pledging bans align incentives and reduce risk.
- Shareholder support for Say‑on‑Pay (95.3%) indicates broad confidence in compensation governance under Board oversight.
- Monitoring points and potential red flags:
- Vista nomination rights and committee designation influence can create perceived governance concentration risk; ongoing assessment of independence and committee balance is warranted.
- No disclosed related‑party transactions involving Berkes; continue monitoring for any interlocks that could affect independence.
Overall, Berkes’ independent status, Audit Committee role, and technology operating background support board effectiveness in risk, controls, and product oversight, with limited conflict signals disclosed.