Nithya Das
About Nithya Das
Nithya B. Das, age 44, has served as an independent director of Outbrain Inc. (OB) since February 2023 and was appointed Chair of the Compensation and Human Capital Management Committee in April 2024 . She is currently GM of the Governance Business and Chief Legal Officer at Diligent Corporation (since January 2025), and previously held senior roles at Olo Inc. (COO, Chief Legal Officer, Corporate Secretary, 2019–2023) and AppNexus (Chief Legal and People Officer, 2011–2018) . Her education includes a B.A. in Business Administration (Finance) from the South Carolina Honors College (University of South Carolina) and a J.D. from Brooklyn Law School . The Board selected her for extensive operational and legal expertise in software/adtech and governance; the Board affirmatively determined she is independent under Nasdaq standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Olo Inc. (NYSE: OLO) | Chief Operating Officer; Chief Legal Officer; Corporate Secretary | Oct 2019–Apr 2023 | Led Olo through IPO and multi‑product platform transformation |
| AppNexus Inc. | Chief Legal and People Officer | Sep 2011–Dec 2018 | Oversaw global legal, corporate development, people & culture during hypergrowth |
| Goodwin Procter LLP | Attorney (NY office) | Prior to AppNexus | Represented public/private technology companies |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Diligent Corporation | GM, Governance Business; Chief Legal Officer | Jan 2025–present | Previously Chief Legal & Chief Administrative Officer (Aug 2023–Dec 2024) |
Board Governance
- Board class and tenure: Class I director; served since Feb 2023; re‑elected June 5, 2025 to term ending 2028 .
- Committee assignments: Chair, Compensation and Human Capital Management Committee; not listed on Audit; not listed on Nominating & Corporate Governance .
- Independence and conflicts: Board determined she is independent; 2023 appointment 8‑K confirms independence and no related‑party transactions under Item 404(a) .
- Attendance and engagement: In 2024, Board held 15 meetings; all directors then serving attended at least 75% of Board/committee meetings; independent directors meet in executive session periodically .
- Vote support: 2025 re‑election vote—For: 70,215,503; Withhold: 1,362,958; Broker non‑votes: 9,378,753 .
Fixed Compensation
| Component | Amount | Detail |
|---|---|---|
| Annual cash retainer | $40,000 | Non‑employee director program |
| Compensation Committee member retainer | $7,500 | Additional annual cash |
| Compensation Committee Chair premium | $7,500 | Additional annual cash for chair |
| 2024 fees paid in cash (Das) | $53,125 | Reported for FY2024 |
| Initial RSU grant | $250,000 (≤30,000 RSUs) | Vests quarterly over 3 years |
| Annual RSU grant | $175,000 (≤20,000 RSUs) | Vests quarterly over 3 years |
| 2024 stock awards (Das) | $91,000 | Grant date: June 4, 2024; fair value per ASC 718 |
| Unvested RSUs (Das) | 14,999 units | Outstanding as of Dec 31, 2024 from Jun 4, 2024 grant |
Performance Compensation
- Performance metrics tied to director pay: None disclosed; director equity is RSU‑based with time‑based quarterly vesting (no PSU/performance metrics for directors) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Status/Notes |
|---|---|---|---|
| — | — | — | No other public company directorships disclosed for Ms. Das . |
Expertise & Qualifications
- Legal, governance, and operational leadership across SaaS and adtech; led Olo through IPO and platform expansion .
- Independence affirmed; governance experience includes chairing Compensation Committee, with remit over exec pay, succession planning, equity plans, and clawback policy administration .
- Education: BA (Finance) and JD, aligning with governance and risk oversight domains .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (Mar 31, 2025) | 26,668 shares | Less than 1% of outstanding; Class I director |
| Ownership % of shares outstanding | <1% | As indicated in beneficial ownership table |
| Unvested RSUs outstanding (Dec 31, 2024) | 14,999 | From Jun 4, 2024 director grant |
| Shares pledged as collateral | None disclosed | No pledge notation for Das; pledge appears only for Yaron Galai |
Governance Assessment
- Board effectiveness: Das strengthens independence and governance rigor as Compensation Committee Chair, overseeing executive compensation, succession planning, equity programs, and clawback administration—key for pay‑for‑performance alignment .
- Alignment: She holds 26,668 shares with additional time‑vested RSUs, providing moderate alignment; hedging/short‑selling prohibited by policy, reducing misalignment risk .
- Engagement: The Board’s ≥75% attendance standard was met in 2024; independent executive sessions support candid oversight .
- Conflicts/related party exposure: None disclosed for Das; Board’s independence review found no relationship interfering with independent judgment; 2023 8‑K confirms no Item 404(a) transactions .
- Shareholder support: Strong re‑election margin in 2025 indicates investor confidence in her board contribution .
RED FLAGS: None identified for Das (no pledging/hedging, no related‑party transactions, independence affirmed, attendance threshold met) .