Shelagh Glaser
About Shelagh Glaser
Shelagh Glaser is an independent director of PubMatic and currently serves as Chair of the Audit Committee. She joined the board in June 2022 and is age 60. Glaser is the Chief Financial Officer of Synopsys, Inc. (since December 2022) and is designated by PubMatic’s board as an “audit committee financial expert.” She holds a B.A. in Economics from the University of Michigan and an MBA from Carnegie Mellon University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Synopsys, Inc. | Chief Financial Officer | Dec 2022 – Present | Senior finance leadership at a large EDA company . |
| Zendesk, Inc. | Chief Financial Officer | May 2021 – Dec 2022 | Public-company CFO experience in SaaS . |
| Intel Corporation | Corporate VP; CFO & COO, Data Platform Group; CFO and senior roles, Client Computing Group | Dec 2013 – May 2021 (CFO Client Computing Group Dec 2013–Jul 2019; CFO & COO DPG Jul 2019–May 2021) | Large-scale operating and finance leadership in semis/platforms . |
External Roles
| Company/Institution | Role | Start | Committees/Notes |
|---|---|---|---|
| Synopsys, Inc. | Chief Financial Officer | Dec 2022 | Executive role; no PubMatic-disclosed board committee ties here . |
| Other public company directorships | — | — | None disclosed in PubMatic’s proxy for Glaser . |
Board Governance
- Independence: The board determined Glaser is independent under SEC and Nasdaq standards; all audit, compensation, and nominating committee members are independent .
- Committee assignments: Audit Committee (Chair); other audit members are Anton Hanebrink, Ramon Jones (appointed Feb 12, 2025), and Jacob Shulman .
- Audit Committee mandate: Selects/oversees the independent auditor; oversees financial reporting integrity, internal controls, legal/regulatory compliance, cybersecurity/IT risk, enterprise risk management, and AI-related risks; prepares the audit committee report; reviews related-person transactions .
- Attendance: In 2024 the Board met 4 times; Audit 4; Compensation 7; Nominating & Corporate Governance 4. No director attended fewer than 75% of the aggregate board and applicable committee meetings during their tenure .
- Executive sessions: Independent directors hold executive sessions in connection with each regular board meeting .
- Tenure: Director since June 2022 (incumbent nominee for 2025 election) .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual board cash retainer | $45,000 | Non-employee director program as of Dec 31, 2024 . |
| Audit Committee Chair fee | $20,000 | In addition to board retainer; chair fees in lieu of member fees . |
| 2024 cash fees earned | $65,000 | Glaser elected to receive cash fees in Deferred Stock Units (DSUs) to be awarded after the May 30, 2025 annual meeting . |
| 2024 Director Compensation | Fees Earned ($) | Stock Awards ($) | Options ($) | Total ($) |
|---|---|---|---|---|
| Shelagh Glaser | $65,000 | $185,000 | — | $250,000 |
Performance Compensation
| Equity Vehicle | Grant Value | Terms | Vesting/Settlement |
|---|---|---|---|
| Annual RSU grant | $185,000 | Standard non-employee director Annual Award | Vests on earliest of next annual meeting, 1 year from grant, death/disability, or change in control . |
| Cash fee DSUs (election) | — | Non-employee directors may elect to receive cash fees as DSUs | DSUs settle on earliest of 3rd anniversary of applicable annual meeting, change in control, or separation from service . |
| Options | $0 | Non-employee directors held no stock options as of Dec 31, 2024 | None outstanding . |
Notes:
- Non-employee director equity is time-based RSUs (no performance conditions) aligning compensation with shareholder value while preserving independence .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Note |
|---|---|---|
| None disclosed | — | The proxy does not disclose Glaser serving on other public company boards; Audit Committee reviews and approves any related-party transactions . |
Expertise & Qualifications
- Audit Committee Financial Expert (SEC definition) .
- Deep CFO experience across Synopsys and Zendesk; extensive senior finance and operations leadership at Intel .
- Education: B.A., University of Michigan; MBA, Carnegie Mellon University .
- As Audit Chair, her remit includes financial reporting integrity, auditor oversight, cybersecurity/IT risk, ERM, and AI risk oversight—highly relevant to investor risk assessment .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Class A shares held | 8,065 | Directly held . |
| RSUs vesting within 60 days of Apr 1, 2025 | 21,884 | Included in beneficial ownership . |
| Total beneficial ownership (Class A) | 29,949 | <1% of outstanding; no Class B . |
| Options | — | No director options outstanding . |
| Pledging/Hedging | Prohibited absent pre-approval | Insider Trading Policy prohibits hedging/pledging without specific pre-approval . |
Insider trades (Form 4):
- 2024-05-31: RSU award; 7,990 units reported (filed 2024-06-04; later amended) .
- 2024-05-31: RSU award; 8,447 units (amended filing 2024-09-19), post-transaction ownership 8,447 RSUs reported .
As of Dec 31, 2024, PubMatic discloses each non-employee director held 8,447 unvested RSUs, consistent with the annual grant sizing .
Governance Assessment
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Strengths supporting investor confidence:
- Independent director and Audit Committee Chair with “audit committee financial expert” designation; clear oversight of financial reporting, cybersecurity, ERM, and AI risks .
- Strong engagement: board and committee meeting cadence (Board 4; Audit 4 in 2024) with all directors meeting ≥75% attendance requirement .
- Conservative director pay design: cash retainer plus time-based RSUs (no options), with RSU vesting aligned to annual cycle; Glaser elected DSUs for cash fees, increasing equity alignment .
- No related-party transactions disclosed involving directors or >$120,000 during 2024–present; formal related-person transaction policy in place .
-
Watch items:
- External full-time CFO role at Synopsys represents a significant time commitment; however, the Nominating & Corporate Governance Committee evaluates time commitments and overall qualifications when recommending nominees .
- Dual-class capital structure concentrates voting power with founders (contextual governance factor), though not specific to Glaser’s role; board independence and committee structures are emphasized in the proxy .
Overall, Glaser’s audit and large-cap finance background, independence, and audit chair responsibilities are positives for board effectiveness and investor oversight at PubMatic .