Rod Aliabadi
About Rod Aliabadi
Rod Aliabadi (age 40) has served on the IAS Board since June 2018 and was nominated to continue as a Class I director through 2028. He is a Managing Director at Vista Equity Partners and sits on Vista’s Flagship Funds’ Investment Committee. He holds a Bachelor of Engineering in biomedical engineering from Vanderbilt University, and previously worked at the Stanford Genome Technology Center on nanotechnology. The Board has affirmatively determined him to be independent under Nasdaq standards.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vista Equity Partners | Managing Director; Flagship Funds’ Investment Committee member | 2008–present | Private equity governance, value creation oversight |
| Stanford Genome Technology Center | Research (nanotechnology) | Pre-2008 | Scientific/engineering background |
| Ping Identity Holding Corp. (NASDAQ: PING) | Director | 2018–2022 (taken private 2022) | Technology board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Various Vista private portfolio companies | Director | Current | Private company boards (no current public company boards disclosed) |
| Ping Identity Holding Corp. | Director (public) | 2018–2022 | Prior public board |
Board Governance
- Independence: The Board determined Aliabadi meets Nasdaq independence requirements.
- Committee assignments: Chair, Compensation and Nominating Committee; not a member of the Audit Committee.
- Engagement and workload:
- Board meetings held in 2024: 8; all directors attended at least 75% of Board and committee meetings during their tenure.
- Compensation and Nominating Committee meetings in 2024: 5; typically with executive sessions without management.
- Compensation and Nominating Committee remit (selected items):
- CEO goals, performance evaluation, and CEO compensation recommendation.
- Executive officer compensation approvals and oversight of compensation consultants (CAP) with independence assessment.
- Director compensation policy recommendations; governance guidelines; succession planning.
| 2024 Board Activity | Count | Notes |
|---|---|---|
| Board meetings | 8 | Each director ≥75% attendance |
| Audit Committee meetings | 4 | Chair is Robert Lord; all members independent; Lord is audit committee financial expert |
| Compensation & Nominating Committee meetings | 5 | Aliabadi chairs; executive sessions common |
Fixed Compensation
| Component | Amount | Vesting/Terms | Applicability |
|---|---|---|---|
| Annual cash retainer | $100,000 | Paid quarterly | Applies to non-employee, non-Vista affiliate directors; Aliabadi is Vista-affiliated, so policy does not apply |
| Committee chair retainer (Audit; Comp & Nominating) | $20,000 | Paid quarterly | Same applicability note as above |
- Non-employee, non-Vista directors received cash fees of $25,000 per quarter in 2024; Audit Chair received $30,000 per quarter. Aliabadi is not listed among compensated non-Vista directors, indicating no director cash compensation disclosed for him.
Performance Compensation
| Equity Component | Grant Value | Vesting | Applicability |
|---|---|---|---|
| Annual RSU retainer | $150,000 | One-year cliff vesting (first anniversary of grant) | Applies to non-employee, non-Vista affiliate directors; Aliabadi is Vista-affiliated, so policy does not apply |
- For governance context, the Compensation and Nominating Committee linked executive “Compensation Actually Paid” to: Total revenue, Adjusted EBITDA, and stock price in 2024, reinforcing pay-for-performance alignment overseen by Aliabadi as Chair.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Vista affiliation | Aliabadi and four other IAS directors are Vista employees (Managing Director or similar roles), and Vista holds 40% of IAS shares as of March 10, 2025. |
| Director Nomination Agreement | Vista retains rights to designate a proportion of Board seats and committee members based on ownership; IAS cannot change Board size without Vista’s consent. Agreement terminates when Vista owns <5% of the original amount. |
| Registration rights | IAS bears certain costs for Vista’s registration rights; Vista can demand registrations and participate in offerings. |
Potential conflict signal: Vista control rights over nominations and committees, coupled with multiple Vista-affiliated directors (including Aliabadi), can constrain board independence and investor influence.
Expertise & Qualifications
- Corporate strategy, technology, finance, and engineering; board service at technology/software companies.
- Biomedical engineering degree (Vanderbilt University).
- Experience with Vista investments across enterprise software and data/analytics.
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Rod Aliabadi | — | — | No beneficial ownership reported as of March 10, 2025 (163,975,477 shares outstanding). |
| Stock ownership guidelines | 5x annual cash retainer for non-employee, non-Vista directors; all such directors are in compliance within 5-year window. Not applicable to Vista-affiliated directors like Aliabadi. |
- No RSU holdings for Aliabadi are disclosed; RSU positions listed for non-Vista directors only.
Say-on-Pay & Shareholder Feedback
| Item | Result |
|---|---|
| 2024 Say-on-Pay approval | 95.3% of votes cast supported IAS executive compensation program. |
| 2025 Say-on-Pay vote | 141,743,343 For; 3,608,242 Against; 327,389 Abstentions; Broker Non-Votes 8,508,053. |
2025 Director Election Vote Signal
| Nominee | Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|---|
| Rod Aliabadi | 120,341,471 | 25,337,503 | 8,508,053 |
| Michael Fosnaugh | 138,076,782 | 7,602,192 | 8,508,053 |
| Robert Lord | 144,883,870 | 795,104 | 8,508,053 |
| Martin Taylor | 125,005,578 | 20,673,396 | 8,508,053 |
- Signal: Aliabadi and Taylor received materially higher “withheld” votes versus other nominees, suggestive of shareholder caution around Vista-affiliated directors’ independence and governance influence.
Related Party Exposure
- Consulting and expenses with Vista affiliates: ~$2,000 to Vista Consulting Group; ~$33,000 travel/other expenses to Vista Equity Partners Management in 2024; IAS bore ~$1.8 million costs for Vista’s December 2023 secondary offering (excluding underwriting fees).
- Audit Committee reviews and approves related party transactions and monitors conflicts.
Governance Assessment
-
Strengths
- Clear committee charters and oversight routines; Audit Committee chaired by an audit committee financial expert; Compensation Committee uses independent consultant (CAP) with conflict-free assessment.
- Robust pay-for-performance framework for executives (Total revenue, Adjusted EBITDA, stock price); strong shareholder support on Say-on-Pay in 2024 and 2025.
- Board separation of Chair and CEO roles.
-
Concerns and RED FLAGS
- Vista control: Director Nomination Agreement grants Vista designation rights over Board seats/committees and restricts Board size changes, a structural entrenchment risk; five directors (including Aliabadi) are Vista employees.
- Ownership alignment: Aliabadi reported no beneficial ownership in IAS, limiting “skin-in-the-game” alignment versus non-Vista directors subject to stock ownership guidelines.
- Shareholder signal: Elevated “withheld” votes for Aliabadi in 2025 director election compared to peers indicates investor reservations on independence or conflicts.
-
Implications for investors
- Expect continued Vista influence on governance decisions, executive pay design, and committee composition; monitor for any changes in Vista’s ownership that could alter nomination rights.
- Track future proxy disclosures for any related-party transactions, committee decisions on director compensation policies, and any movement toward increased ownership alignment by Vista-affiliated directors.