Andrea Cunningham
Trade DeskAbout Andrea L. Cunningham
Andrea L. Cunningham, age 68, is an independent Class A Director of The Trade Desk, Inc. (TTD) who joined the board in January 2022. She is President of Cunningham Collective (since 2012) and previously served as Chief Marketing Officer of Avaya Inc. (2014–2015). She holds a B.A. in English from Northwestern University and completed the Harvard Business School Executive Education program, bringing deep go-to-market, brand, and communications expertise to TTD’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cunningham Collective | President | 2012–Present | Advises companies on marketing, brand, and communications strategy |
| Avaya Inc. | Chief Marketing Officer | 2014–2015 | Senior operating role in cloud communications |
| CXO Communications (umbrella) | Senior marketing positions | Various (prior to 2014) | Led marketing initiatives across tech clients |
| RhythmOne plc (formerly Blinkx) | Director (public company, LSE) | Feb 2016–Feb 2018 | Board oversight in digital advertising technology |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| Numerous private companies | Director | Private | Ongoing (not individually named in proxy) |
| RhythmOne plc (Blinkx) | Director | Public (LSE) | Feb 2016–Feb 2018 |
Board Governance
| Item | Detail |
|---|---|
| Board seat | Class A Director Seat; elected by Class A holders per Articles (Article VI, Section E) |
| Independence | Board determined Andrea is independent (Nasdaq standards) |
| Committee memberships | Nominating & Corporate Governance Committee (member; chair is Lise Buyer) |
| Committee meeting cadence | Nominating & Corporate Governance Committee met 4 times in 2024 |
| Board meeting cadence | Board met 13 times in 2024 |
| Attendance | Each director attended at least 75% of board and committee meetings during service in 2024 |
| Lead Independent Director | Lise J. Buyer (presides over executive sessions) |
| Stock ownership guidelines | Non‑employee directors must hold ≥3x annual cash retainer (i.e., $150,000 for 2024) within five years; all covered individuals are compliant or within allowed time |
| Hedging/pledging policy | Prohibited for directors and employees |
| Clawback coverage | Awards subject to SEC/Nasdaq‑compliant compensation recovery policy and plan clawback provisions |
Fixed Compensation
| Component | Policy (2024 unless noted) | Andrea Cunningham – 2024 |
|---|---|---|
| Board cash retainer | $50,000 (Lead Independent Director: $50,000; increased to $70,000 in 2025) | $56,000 “fees earned or paid in cash” (comprised of board + committee fees; she elected equity in lieu of cash) |
| Committee membership retainers | Audit $12,500; Compensation $10,000; Nominating & Governance $6,000; Committee chairs: Audit $50,000 (to $70,000 in 2025), Compensation $50,000, N&G $25,000 | Member of N&G Committee (applicable $6,000 within the $56,000 above) |
| Reimbursements | Reasonable expenses; up to $10,000 for director education programs | Eligible per policy |
Notes: For 2024, Andrea elected to receive equity for annual retainer and committee fees in lieu of cash; on May 28, 2024 she received 286 RSAs ($27,196 FV) and 580 stock options ($27,228 FV) for retainer, plus 34 RSAs ($3,233 FV) and 69 options ($3,239 FV) for committee fees; vest quarterly over one year .
Performance Compensation
| Component | Structure | Andrea Cunningham – 2024 |
|---|---|---|
| Annual director equity award (continuing directors) | $275,000 (increased to $290,000 in 2025); director may elect RSAs, RSUs, options, or mix; vests quarterly over one year; unvested awards vest upon Change in Control | Elected a 50/50 mix in 2024: Stock awards $149,957 and option awards $149,944 (aggregate ≈ $300,000 grant date FV), vest quarterly over one year |
| Initial director equity award (new directors) | $275,000 (to $290,000 in 2025); vests quarterly over three years | Not applicable in 2024 (board tenure began in 2022) |
Grant specifics tied to 2024 retainer and committee fees (equity in lieu of cash): 286 RSAs and 580 options for retainer; 34 RSAs and 69 options for committee; vest quarterly over one year .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation committee interlocks | None disclosed for TTD; members (Falberg, Rajaram, Wells) were not TTD officers; no reciprocal board/committee service by TTD executives at other companies in FY2024 |
| Potential interlocks (Andrea) | Prior public board: RhythmOne plc (digital ad tech), 2016–2018; no current public company boards disclosed |
Expertise & Qualifications
- Marketing, brand, and communications strategist with technology sector experience; former CMO at Avaya; President of Cunningham Collective since 2012 .
- Industry background in digital advertising technology via service on RhythmOne plc’s board (2016–2018) .
- Education: B.A. Northwestern University; Harvard Business School Executive Education .
Equity Ownership
| Measure | Amount | Notes |
|---|---|---|
| Total beneficial ownership (Class A) | 17,515 shares | <1% of Class A; includes options exercisable within 60 days |
| Direct Class A shares | 3,516 shares | Shares held directly |
| Options exercisable within 60 days | 13,999 shares | Included in beneficial ownership |
| Unvested RSAs (as of 12/31/2024) | 949 shares | From director grants; vests quarterly |
| Unvested RSUs (as of 12/31/2024) | 112 shares | From prior grants; vests per schedule |
| Total options held (as of 12/31/2024) | 14,961 options | Aggregate; some unvested/unexercisable |
| Ownership guidelines status | Company states all covered individuals are compliant or within time to meet ≥3x retainer requirement | |
| Hedging/pledging | Prohibited by policy |
Governance Assessment
- Independence and representation: Andrea is an independent director occupying the Class A Director Seat, ensuring direct accountability to Class A shareholders; she sits on the Nominating & Corporate Governance Committee, supporting board refresh and governance oversight .
- Engagement: Board met 13 times in 2024; each director (including Andrea) attended ≥75% of board and committee meetings, signaling adequate engagement .
- Alignment: Director ownership guidelines (≥3x cash retainer) and prohibition on hedging/pledging strengthen alignment; director equity awards vest over time, with quarterly schedules reinforcing retention .
- Compensation mix: Andrea elected equity (RSAs/options) in lieu of cash retainers and received an annual equity grant split evenly between RSAs and options (≈$300k FV), indicating preference for at‑risk, stock‑linked compensation; no meeting fees are paid beyond retainers, and all awards are subject to clawback provisions and change‑in‑control vesting rules .
- Conflicts/related parties: No related‑party transactions disclosed involving Andrea; Section 16(a) filings were timely, reducing regulatory risk signals .
Director Compensation (Andrea – 2024)
| Component | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $56,000 |
| Stock Awards (Grant Date FV) | $149,957 |
| Option Awards (Grant Date FV) | $149,944 |
| Total | $355,901 |
Grant elections in lieu of cash retainers (May 28, 2024): 286 RSAs ($27,196) + 580 options ($27,228) for retainer; 34 RSAs ($3,233) + 69 options ($3,239) for committee; quarterly vesting over one year .
RED FLAGS and Watch Items
- None disclosed for Andrea in related‑party transactions, late filings, or attendance; her use of options (uncommon for some boards) is permitted under TTD’s director policy and paired with RSAs, but investors may monitor option sizing and vesting to ensure continued alignment with long‑term shareholder value .