Kathryn Falberg
Trade DeskAbout Kathryn E. Falberg
Independent director of The Trade Desk since August 2016; age 64 as of April 9, 2025. Former EVP and CFO of Jazz Pharmaceuticals (CFO 2009–2014) and senior finance executive at Amgen (1995–2001). Education: B.A. in Economics and MBA from UCLA; Certified Public Accountant (inactive). Currently identified as an audit committee financial expert and independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jazz Pharmaceuticals PLC | CFO; EVP & CFO | Dec 2009–Mar 2014 | Led finance during growth and integration phases |
| Amgen | SVP, Finance & Strategy; CFO; VP Controller & Chief Accounting Officer; VP Treasurer | 1995–2001 | Top finance roles; treasury, accounting leadership |
| AdECN, Inc. and smaller companies | Advisor/Director; Audit Chair (various) | 2001–2009 | Governance and audit oversight for smaller firms |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Arcus Biosciences, Inc. | Director | Current | Public company board service |
| Nuvation Bio | Director | Current | Public company board service |
| Tricida, Urogen Pharma, Aimmune Therapeutics, Axovant Sciences, BioMarin, Medivation, Halozyme, aTyr Pharma | Director (prior) | Prior | Extensive prior public company board experience |
Board Governance
- Committee assignments: Compensation Committee Chair; members were Falberg (chair), Rajaram, Wells in 2024; four meetings held in 2024 .
- Audit Committee: Board intends to appoint Falberg as member and successor chair to Wells; audit committee met 13 times in 2024 .
- Independence: Board determined Falberg is independent under Nasdaq rules and meets heightened independence standards for audit committee; also designated an audit committee financial expert .
- Board attendance: Board held 13 meetings in 2024; each director attended at least 75% of board and committee meetings during their service .
- Board classification: Class III director nominated for re-election to a term expiring at the 2028 annual meeting .
Fixed Compensation
| Item | Amount/Detail | Notes |
|---|---|---|
| Fees Earned or Paid in Cash (2024) | $100,000 | Election to receive equity in lieu of cash for 2024 fees (see Performance section) |
| Stock Awards (2024) | $300,009 | Aggregate grant-date fair value under ASC 718 |
| Option Awards (2024) | — | No stock options held as of Dec 31, 2024 |
| Total (2024) | $400,009 |
Director fee schedule (company-wide policy):
- Annual cash retainer: $50,000; Lead Independent Director additional $50,000 (increased to $70,000 in 2025) .
- Committee membership retainers: Audit $12,500; Compensation $10,000; Nominating/Governance $6,000 .
- Committee chair retainers: Audit $50,000 (increased to $70,000 in 2025); Compensation $50,000; Nominating/Governance $25,000 .
- Directors may elect equity in lieu of cash (RSAs/RSUs/Options/mix); reimbursed up to $10,000 for director education .
Performance Compensation
| Grant Type | Grant Date | Shares | Grant-Date Fair Value | Vesting | Change-in-Control |
|---|---|---|---|---|---|
| Restricted Stock Awards (annual retainer) | May 28, 2024 | 573 | $54,487 | Quarterly, four equal installments over one year; or earlier at regularly scheduled board meetings; full vest at next annual meeting if not already vested | All unvested equity awards vest in full upon a Change in Control |
| Restricted Stock Awards (committee fees) | May 28, 2024 | 573 | $54,487 | Same as above | Same as above |
- No director performance metrics (e.g., TSR, EBITDA goals) are tied to director compensation; awards are time-based vesting per policy .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Compensation Committee Interlocks | None; members (Falberg, Rajaram, Wells) were not officers or employees; no cross-board interlocks with companies having executives on TTD’s board/comp committee |
| Compensation Consultant | Compensia engaged; reports to comp committee and chair; committee determined no conflicts of interest; supports director and executive compensation benchmarking and peer group selection |
Expertise & Qualifications
- Financial leadership: Former CFO roles at Jazz and Amgen; deep finance and strategy background .
- Audit proficiency: Designated audit committee financial expert; financial sophistication under SEC/Nasdaq .
- CPA credential: Certified Public Accountant (inactive) .
- Broad board experience: Multiple biotech/life sciences boards (current and prior) .
Equity Ownership
| Item | Amount/Detail | Notes |
|---|---|---|
| Total beneficial ownership (as of Feb 28, 2025) | 146,910 Class A shares; <1% | |
| Breakdown | 32,150 directly; 64,760 in trust (trustee); 50,000 in family trust (co-trustee) | |
| Unvested RSAs (as of Dec 31, 2024) | 2,152 shares | |
| Stock options | None as of Dec 31, 2024 | |
| Ownership guidelines | Directors to maintain ≥3x annual cash retainer ($150,000 for 2024) within five years; all covered individuals either compliant or within time to meet | |
| Pledging/Hedging | No pledging or hedging disclosed for directors; not specified individually |
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Transacted | Price | Post-Transaction Ownership | Security | Citation |
|---|---|---|---|---|---|---|---|
| 2025-05-29 | 2025-05-27 | Award (A) | 845 | $59.17 | 104,774 | Class A Common | https://www.sec.gov/Archives/edgar/data/1671933/000167193325000077/0001671933-25-000077-index.htm |
| 2025-05-29 | 2025-05-27 | Award (A) | 1,183 | $59.17 | 103,929 | Class A Common | https://www.sec.gov/Archives/edgar/data/1671933/000167193325000077/0001671933-25-000077-index.htm |
Source: SEC Form 4 filings retrieved via Insider-Trades skill (TTD, 2024-01-01 to 2025-11-20).
Governance Assessment
- Strengths: Independent director with deep CFO/audit experience; designated audit financial expert; chairs compensation committee; consistent meeting engagement (board held 13 meetings; each director ≥75% attendance) . Beneficial ownership includes direct and trust holdings, plus time-based equity grants—aligns interests with shareholders .
- Compensation structure: Director pay combines modest cash retainers with significant annual equity grants ($300,009 in stock awards for 2024), time-based vesting, and change-in-control acceleration; committee and chair fees adjusted upward for 2025 (audit chair to $70,000), supporting governance workload recognition .
- Conflicts/related-party: No related-party transactions disclosed involving Falberg; compensation consultant independence affirmed; no compensation committee interlocks reported .
- Watch items: Time-based vesting and single-trigger full vesting on change-in-control may reduce at-risk alignment for directors; however, such provisions are common in director programs. Multiple external boards increase workload but no attendance concerns disclosed .
Overall signal: Governance profile supports investor confidence—independent oversight, finance/audit depth, and chair roles suggest board effectiveness with low conflict risk, while equity-based director pay and ownership guidelines promote alignment .