Robert Lord
About Robert Lord
Robert Lord (age 61) joined the IAS Board in August 2024 and currently serves as an independent director and Chair of the Audit Committee. He is President of Horizon Media Holdings LLC and CEO of RWL Advisory, LLC; previously he held senior executive roles at IBM (SVP, Chief Digital Officer; April 2016–December 2023) and served as President at AOL, contributing to the sale to Verizon in 2015. He holds an MBA from Harvard University and a B.S. in Industrial Engineering & Operations Research from Syracuse University, and is designated an “audit committee financial expert” by IAS’s Board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IBM | Senior Vice President; Chief Digital Officer; SVP Worldwide Ecosystems & Cognitive Applications | Apr 2016 – Dec 2023 | Led digital transformation and ecosystem initiatives |
| AOL | President (Technology platforms; built programmatic platform AOL ONE; contributed to sale to Verizon) | Until 2015 | Built industry-leading programmatic platform; facilitated sale to Verizon |
| RWL Advisory, LLC | Chief Executive Officer | Current | Consults on technology and digital transformation |
| Horizon Media Holdings LLC | President | Current | Leadership at independent media agency |
External Roles
| Organization | Role | Tenure | Committee Roles |
|---|---|---|---|
| Finance of America Companies Inc. (NYSE: FOA) | Director | Current | Audit Committee member |
Board Governance
- Independence: The Board affirmed Robert Lord meets Nasdaq independence standards; all current Audit and Compensation & Nominating Committee members meet Rule 10A-3 and 10C-1 independence criteria .
- Committee assignments: Audit Committee – Robert Lord (Chair), Otto Berkes, Bridgette Heller; Compensation & Nominating Committee – chaired by Rod Aliabadi .
- Audit expertise: Lord is designated an “audit committee financial expert” under SEC and Nasdaq standards .
- Board structure and terms: Classified board; Lord is Class I, nominated to serve a three-year term expiring at the 2028 Annual Meeting .
- Meetings and attendance: In 2024 the Board held 8 meetings; Audit Committee 4; Compensation & Nominating Committee 4. Each director attended at least 75% of Board and applicable committee meetings during their tenure in 2024 .
- Governance processes: Annual Board/committee self-evaluation; CEO succession planning overseen by Compensation & Nominating Committee .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee, non-Vista-affiliate directors) | $100,000 | Paid quarterly |
| Additional cash retainer for Audit Committee Chair | $20,000 | Paid quarterly |
| Additional cash retainer for Compensation & Nominating Chair | $20,000 | Paid quarterly |
| Annual equity retainer (RSUs; one-year cliff vest) | $150,000 | Time-based RSUs vest one year from grant |
| Anti-hedging / no-pledging policy | Prohibited | No hedging instruments; no pledging or margin accounts |
| Clawback policy | Mandatory (Dodd-Frank) + Discretionary | Applies to incentive compensation per policy |
2024 Director Compensation – Robert Lord
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) | Notes |
|---|---|---|---|---|
| Robert Lord | $65,000 | $117,548 | $182,548 | Includes $15,000 for Special Litigation Committee service |
Performance Compensation
Director equity grants are time-based (not performance-linked). RSU details for Robert Lord:
| Grant Type | RSUs (#) | Vesting Date | Vesting Condition | Grant-Date Fair Value ($) |
|---|---|---|---|---|
| Annual RSU award | 11,547 | Annual Meeting date (May 1, 2025) | One-year cliff; continued service | $117,548 |
Note: IAS’s pay-for-performance metrics (for NEOs) emphasize total revenue, adjusted EBITDA, and stock price; director RSUs are time-based without performance conditions .
Other Directorships & Interlocks
| Entity | Relationship to IAS | Note |
|---|---|---|
| Finance of America Companies Inc. | External public company board | Lord serves as director; Audit Committee member |
| Horizon Media Holdings LLC | External employer | Media agency; not disclosed as a related party to IAS |
| Vista-related governance | Structural board rights | Vista has director nomination and committee proportionate rights under agreement; affects board composition and size changes |
No related-party transactions involving Robert Lord were disclosed for 2024; IAS’s Audit Committee oversees RPT approvals under a written policy .
Expertise & Qualifications
- Technology and advertising expertise; digital transformation, data, emerging technologies .
- Financial acumen; Audit Committee financial expert designation .
- Senior leadership experience at publicly traded companies (IBM, AOL) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Shares Outstanding | Basis/Notes |
|---|---|---|---|
| Robert Lord | 11,547 | <1% | Total shares outstanding: 163,975,477 as of Mar 10, 2025 |
| RSUs held (as of Dec 31, 2024) | 11,547 | — | Vests at Annual Meeting; beneficial ownership includes RSUs vesting within 60 days of record date per SEC rules |
Director stock ownership guidelines: minimum ownership equal to 5x annual cash retainer within five years; non-employee, non-Vista directors are currently in compliance, and all are within the 5-year compliance window . Anti-hedging and no-pledging policies apply to directors .
Governance Assessment
- Strengths: Independent status and Audit Chair role; “audit committee financial expert” designation; attendance threshold met in 2024; robust anti-hedging/no-pledging and clawback policies reinforce alignment and risk control .
- Alignment: Time-based RSUs and director ownership guidelines (5x cash retainer) encourage longer-term equity holdings; Lord’s RSUs vest at the 2025 Annual Meeting .
- Potential conflicts: External roles at Horizon Media and FOA are not disclosed as related-party transactions; IAS maintains formal RPT review and approval processes via the Audit Committee .
- Structural considerations: Vista’s Director Nomination Agreement provides significant influence over Board composition and committee representation proportional to ownership; although Lord is independent, Vista’s rights are a governance factor investors should monitor .
RED FLAGS
- No director-specific red flags identified for Robert Lord in 2024 disclosures (no related-party transactions, hedging, or pledging disclosed) .
- Structural governance risk: Vista’s nomination and committee rights could limit Board flexibility independent of Vista’s interests as long as ownership thresholds are met .