Thomas Lehrman
About Thomas D. Lehrman
Independent director (age 52) serving on Ibotta, Inc.’s Board since March 2015; background spans venture investing (Managing Partner, Teamworthy Ventures), research/information services (Co‑Founder and Director, Gerson Lehrman Group), government service (U.S. State Department Office Director), and public markets (Tiger Management). Education: B.A. in History (Duke University) and J.D. (Yale Law School). Board-designated “independent” under NYSE rules and Audit Committee “financial expert”; current committee service includes Audit and Compensation .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Tiger Management | Financial Analyst | 1995–1997 | Early investing experience; public markets training |
| U.S. State Department (International Security & Nonproliferation Bureau) | Office Director | 2006–2007 | Policy leadership; government oversight exposure |
External Roles
| Organization | Role | Tenure | Notes / Implications |
|---|---|---|---|
| Teamworthy Ventures | Managing Partner | Since Jan 2015 | Venture investing; adds finance and governance expertise to Audit and Compensation oversight |
| Gerson Lehrman Group (GLG) | Co‑Founder; Director | Since Jun 1998 | Research and information services; ongoing board role; no IBTA related‑party transactions disclosed with GLG |
Board Governance
- Committee assignments: Audit Committee member (financial expert) and Compensation Committee member; appointed to Compensation in March 2025 (replacing Sheppard) .
- Independence: Board determined Lehrman is “independent” under NYSE listing standards .
- Attendance: Each current director met ≥75% attendance across Board and applicable committees in FY2024; Board held 10 meetings; Audit held 7; Compensation held 6; Nominating & Corporate Governance held 1 .
- Board leadership context: Controlled company (Leach holds all Class B); Company states it does not rely on controlled company governance exemptions; Lead Independent Director (Doshi) presides executive sessions .
Fixed Compensation
| Component (FY2024) | Amount ($) | Notes |
|---|---|---|
| Fees Paid or Earned in Cash | 35,139 | Prorated post‑IPO under Outside Director Compensation Policy |
| Stock Awards (Grant‑date fair value) | 460,863 | RSUs; aggregate grant‑date fair value under ASC 718 |
| Total (Cash + Equity) | 496,002 | Sum of FY2024 director compensation |
Outside Director Compensation Policy (cash elements):
- Annual board retainer: $40,000; Audit Chair $20,000 or $10,000 per member; Compensation Chair $15,000 or $7,500 per member; Nominating & Corporate Governance Chair $10,000 or $5,000 per member; Lead Independent Director $25,000; Chair of the Board (employee) not paid .
Performance Compensation
| Award | Grant Basis | Grant Value Basis | Vesting | Change‑of‑Control Treatment |
|---|---|---|---|---|
| Initial RSU (upon IPO) | $400,000 value divided by IPO price; fair value measured at grant‑date close | ASC 718 fair value; directors’ FY2024 stock awards ≈$460,863 | Equal annual installments over 3 years, subject to service | Full vesting; performance awards deemed achieved at 100% target unless otherwise specified |
| Annual RSU (each annual meeting) | $200,000 grant value | ASC 718 | 100% on earlier of 1 year from grant or day before next annual meeting | Full vesting at change‑of‑control as above |
- No director performance metrics (e.g., TSR, revenue/EBITDA goals) are tied to outside director equity; awards are time‑based per policy .
Other Directorships & Interlocks
| Company | Public / Private | Role | Potential Interlocks / Conflicts |
|---|---|---|---|
| Gerson Lehrman Group | Private (not disclosed as public) | Director | No IBTA related‑party transactions disclosed with GLG |
| Teamworthy Ventures | Private | Managing Partner | Investing activity; no related‑party transactions with IBTA disclosed |
Expertise & Qualifications
- Finance/investing and governance: Audit Committee financial expert designation; financial sophistication per NYSE rules .
- Legal training and policy experience: Yale J.D.; U.S. State Department leadership role .
- Operating and board experience: GLG Co‑Founder/Director; venture portfolio oversight .
- Skills matrix shows Finance & Accounting plus Legal & Regulatory strengths across board; Lehrman included in financial expertise .
Equity Ownership
| Holder/Instrument | Class A Shares (#) | % of Class A Outstanding | Class B Shares (#) | Notes |
|---|---|---|---|---|
| Direct (Thomas D. Lehrman) | 107,701 | Included in aggregate | — | Direct beneficial ownership |
| Four Ways, LLC | 64,599 | Included in aggregate | — | Lehrman member; voting/investment control |
| LFP 2, LLC | 100,142 | Included in aggregate | — | Lehrman member; voting/investment control |
| RSUs vesting within 60 days (3/15/2025 ref.) | 1,515 | n/a | — | Included for 60‑day beneficial ownership test |
| Total Beneficial Class A | 273,957 | 1.0% | — | Aggregate of the above |
| Director RSUs outstanding (12/31/2024) | 4,545 | n/a | — | All outstanding director RSUs unvested at year‑end |
Policy on pledging/hedging:
- Insider Trading Policy prohibits hedging, pledging, short sales, and holding stock in margin accounts; applies to directors .
Insider Trades & Section 16 Compliance
| Filer | Late Form(s) | Period | Reason | Note |
|---|---|---|---|---|
| Thomas D. Lehrman | 1 Form 4 | FY2024 | Technical issue—Company’s broker did not timely notify Company | Company disclosed late filings and reasons; corrective filings made |
Governance Assessment
- Strengths: Independent director; dual service on Audit (financial expert) and Compensation enhances oversight; ≥75% meeting attendance; Company prohibits hedging/pledging; uses independent comp consultant (Compensia) with no conflicts reported .
- Alignment: Meaningful personal share ownership (273,957 Class A; 1.0% of Class A outstanding); director compensation mixes cash retainer with multi‑year RSUs; no related‑party transactions disclosed for Lehrman .
- Structural risk: Controlled company—Founder/CEO Bryan Leach holds all Class B (majority voting power). Company states it intends full NYSE governance compliance but control can limit shareholder influence; continued vigilance on independence and committee leadership advisable .
- Red flags: One late Form 4 in 2024 (technical broker notification issue). Not material alone, but timely reporting expectations should be reinforced .