Lise Buyer
Trade DeskAbout Lise Buyer
Lise J. Buyer (age 65) is Lead Independent Director at The Trade Desk, serving on the board since March 2019 and appointed Lead Independent Director in February 2021. She is a partner and co-founder of Class V Group (since 2006), with prior roles at Tellme Networks (VP, 2005–2006), Google (Director of Business Optimization, 2003–2005), Vista Research (Consultant/Director of Research, 2002–2003), Technology Partners (General Partner, 2000–2002), Credit Suisse First Boston (Director of Internet/New Media Research, 1998–2000), and T. Rowe Price (Vice President, six years prior). She holds a B.A. in Economics and Geology from Wellesley College and an MBA from Vanderbilt’s Owen Graduate School of Management .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Class V Group LLC | Partner & Co-Founder | 2006–present | Advises companies on IPOs and market strategies |
| Tellme Networks, Inc. | Vice President | Aug 2005–Aug 2006 | Private internet telephony business |
| Director of Business Optimization | Apr 2003–Aug 2005 | Operational optimization | |
| Vista Research LLC | Consultant; Director of Research | Sep 2002–Mar 2003 | Independent equity research |
| Technology Partners | General Partner | May 2000–Jul 2002 | Venture capital; tech/media focus |
| Credit Suisse First Boston | Director, Internet/New Media Research | Jul 1998–May 2000 | Sell-side research leadership |
| T. Rowe Price Group, Inc. | Vice President | Six years prior to 1998 | Worked on Science & Technology Fund |
External Roles
| Organization | Role | Tenure |
|---|---|---|
| Greenfield Online, Inc. (public) | Director | Apr 2004–acquisition by Microsoft (date not specified) |
No current public company directorships for Buyer were disclosed beyond The Trade Desk .
Board Governance
- Structure and independence: The board determined Buyer is independent under Nasdaq rules; all directors except CEO Jeff Green and CSO Samantha Jacobson are independent . The board is classified into three classes (Buyer is Class III) .
- Lead Independent Director authority: As Lead Independent Director, Buyer presides at board meetings when the Chair is absent and at executive sessions; bylaws clarify she may call special meetings of independent directors to discuss any topic deemed appropriate .
- Committee roles:
- Nominating & Corporate Governance: Chair (with Andrea Cunningham as member); met 4 times in 2024 .
- Audit Committee: Member; audit committee met 13 times in 2024; board intends to appoint Falberg to succeed Wells as chair .
- Special Committee (2025 dual class extension): Chair; Buyer led independent evaluation, advisor selection, and negotiation process; board assessed Buyer’s independence and disinterestedness for the special committee .
- Attendance: The board held 13 meetings in 2024; each director attended at least 75% of board and committee meetings during their service .
- Executive sessions: The board regularly meets in executive session to promote unbiased oversight .
Fixed Compensation
Director compensation policy and Buyer’s 2024 compensation:
| Component | 2024 Policy Amount | 2025 Policy Update | Notes |
|---|---|---|---|
| Board cash retainer | $50,000 | $50,000 | All non-employee directors |
| Lead Independent Director additional retainer | $50,000 | $70,000 | Increased for 2025 |
| Committee membership – Audit | $12,500 | $12,500 | Per member |
| Committee membership – Compensation | $10,000 | $10,000 | Per member |
| Committee membership – Nominating & Governance | $6,000 | $6,000 | Per member |
| Committee chair – Audit | $50,000 | $70,000 | Increased for 2025 |
| Committee chair – Compensation | $50,000 | $50,000 | |
| Committee chair – Nominating & Governance | $25,000 | $25,000 |
| Buyer – 2024 Fees Earned | Amount ($) |
|---|---|
| Cash fees earned (board + committees) | 127,322 |
| Notes | Buyer elected certain equity in lieu of cash; exceptions noted for 2024 cash amounts |
Performance Compensation
Non-employee director equity awards are time-based (no performance metrics) with quarterly vesting and full acceleration on change in control.
| Buyer – 2024 Equity Compensation | Amount ($) | Award Type | Vesting | Notes |
|---|---|---|---|---|
| Stock awards (RSAs/RSUs) | 149,957 | RSAs/RSUs | 4 quarterly installments over 1 year; full vest at next annual meeting if not fully vested | Quantity set by 45-day average price |
| Option awards | 149,944 | Non-qualified stock options | Time-based vesting; exercise price at grant date market price | Full acceleration on change in control |
- Annual director equity award value: $275,000 in 2024; increased to $290,000 for 2025; directors may elect RSAs, RSUs, options or mix; annual awards vest quarterly over one year; initial awards (for new directors) vest quarterly over three years .
- Buyer’s unvested awards as of Dec 31, 2024: RSAs covering 789 shares; stock options outstanding to purchase 43,042 shares .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed other than TTD |
| Prior public boards | Greenfield Online, Inc. (Director) |
| Interlocks | No interlocking directorships disclosed for Buyer; compensation committee interlocks section notes no insider participation or reciprocal board roles among executives and other entities |
Expertise & Qualifications
- IPO advisory and market strategy expertise via Class V Group; extensive technology/media investment and research background across buy-side and sell-side .
- Audit committee literacy; board determined Buyer meets SEC/Nasdaq independence and audit committee standards (heightened independence) .
- Governance leadership: Lead Independent Director; Chair of Nominating & Corporate Governance Committee; chaired 2025 special committee on dual class structure, overseeing independent advisors and negotiation process .
Equity Ownership
| Date | Direct Class A Shares | Trust Class A Shares | Options Exercisable ≤60 days | Total Beneficial Class A | % of Class A Outstanding |
|---|---|---|---|---|---|
| Feb 28, 2025 | 49,741 | 52,913 | 42,243 | 144,897 | 0.032% (144,897 / 453,119,573) |
| Jun 30, 2025 | 54,642 | 52,913 | 43,042 | 150,597 (sum of components) | n/a |
- Ownership guidelines: Non-employee directors must hold at least 3x annual cash retainer (e.g., $150,000 in 2024) within five years; all covered individuals are compliant or on track .
- Hedging/pledging: Company policy prohibits directors from hedging and pledging company stock or holding in margin accounts .
Governance Assessment
- Strengths: Buyer’s governance profile is solid—independent director with clear leadership as Lead Independent Director and Nominating & Governance Chair, audit committee member, strong attendance culture (≥75%), and adherence to ownership and anti-hedging/pledging policies that align interests with shareholders .
- Special Committee leadership: As Chair of the 2025 special committee regarding extending the dual class sunset, Buyer led advisor selection (Brownstein Hyatt and Tidal Partners) and ensured conflict mitigation (excluding Cunningham from FA interviews due to a client relationship), evidencing process rigor and independence sustained by board resolutions not to proceed without the committee’s favorable recommendation .
- Compensation alignment: Buyer elected meaningful equity in lieu of cash for 2024, and holds time-based RSAs/options; director equity is time-based with no performance metrics, which is typical but provides less explicit pay-for-performance linkage than PSU structures; change-in-control full acceleration is shareholder standard but warrants monitoring for entrenchment optics .
- RED FLAGS to monitor: The extension of the dual class structure from 2025 to 2035—while vetted by an independent special committee—may be viewed by some investors as entrenchment of founder control; litigation related to reincorporation (Gunderson v. TTD) underscores governance sensitivity. These are board-level risks rather than Buyer-specific conflicts but could affect investor confidence; mitigants include annual non-binding say-on-pay starting 2026 and independent director meeting provisions strengthening oversight .
Board Governance Details
| Item | Detail |
|---|---|
| Independence status | Independent (Nasdaq) |
| Lead Independent Director | Since Feb 2021; authority to call independent director meetings |
| Committees | Audit (member) ; Nominating & Governance (Chair) |
| Special Committee (2025) | Chair; independence affirmed; managed dual class extension evaluation |
| Attendance | Board held 13 meetings in 2024; each director ≥75% attendance |
| Executive sessions | Regular executive sessions; Lead Independent presides when Chair absent |
Fixed Compensation – Additional Detail
| Policy Element | Description |
|---|---|
| Equity election in lieu of cash | Directors may elect RSAs, RSUs, options, or mix; equity in lieu of cash vests quarterly over one year; full vesting at next annual meeting; full acceleration upon change in control |
| Director education reimbursement | Up to $10,000 per director |
Performance Compensation – Metrics and Vesting
| Metric/Term | Disclosure |
|---|---|
| Performance metrics tied to director equity | Not disclosed; director equity is time-based, not performance-based |
| Vesting schedule | Annual grants vest in 4 equal quarterly installments; initial grants for new directors vest quarterly over 3 years; full acceleration upon change in control |
| Grant sizing methodology | Based on 45 consecutive trading day average closing price ending on grant date |
Related Party Transactions and Policies
- Related party transactions: No Buyer-related transactions disclosed; audit committee reviews and approves related person transactions >$120,000 and applies arm’s length criteria .
- Insider trading and grant timing: Strict MNPI trading windows, prohibition on hedging/pledging, and grant practices avoid periods around material disclosures; no option grants to NEOs near MNPI releases in 2024 .
Say-on-Pay & Shareholder Feedback
- Annual say-on-pay: Starting at 2026 annual meeting, the board will submit an annual non-binding advisory vote on NEO compensation to foster transparency and accountability .
- Shareholder communications: Established channels for direct communications to the board and audit committee for accounting/internal control concerns .
Governance Committee and Compensation Committee Analysis
- Nominating & Governance Committee: Buyer (Chair), Cunningham (member); charter-compliant; met 4 times in 2024 .
- Compensation Committee: Falberg (Chair), Rajaram, Wells (departing post-2025 annual meeting); independent members, own compensation advisor; met 4 times in 2024; no interlocks/insider participation reported .
Governance Quality Summary
- Buyer exhibits strong board leadership, independence, and governance acumen (Lead Independent Director, committee chair roles, audit oversight, special committee chairing on complex governance actions). Equity ownership, anti-hedging/pledging policies, and stock ownership guidelines support alignment. The dual class extension—though processed via an independent special committee—represents a governance decision that investors may scrutinize; ongoing engagement and the added say-on-pay mechanism are positive counterbalances .