David Flaschen
TechTargetAbout David Flaschen
David Flaschen (age 69) is an independent director of TechTarget, Inc. (Informa TechTarget) nominated for a term expiring at the 2026 annual meeting. He previously served as a non‑executive director of Informa (2015–2024) with Nomination and Audit Committee roles, was Audit Committee Chair at Paychex Inc. (1999–2024), and holds a BA in Psychology from Brown University and an MBA in Entrepreneurial Management from Wharton .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Informa PLC | Non‑Executive Director | Jul 2015 – Jun 2024 | Member, Nomination & Audit Committees |
| Paychex Inc. | Non‑Executive Director; Chair, Audit Committee | 1999 – 2024 | Chaired Audit; governance and financial oversight |
| Curinos (Informa business) | Director (Informa nominee) | 2020 – 2024 | Board oversight for Informa’s Curinos business |
| NASL Players Association | Founding Exec Committee member | Historical | Athlete representation; leadership experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| John Nagle Co. | Director; Chair of Board | Director since 2021; Chair 2021 – May 2025 | Board leadership; governance responsibilities |
| TripAdvisor, Inc. | Non‑Executive Director | Not disclosed | Online businesses experience |
| BuyerZone.com | Non‑Executive Director | Not disclosed | Online businesses experience |
Board Governance
- Committee assignments: Audit Committee member; Compensation Committee Chair; not on Nominating & Corporate Governance .
- Independence: Board determined Flaschen is independent under Nasdaq standards .
- Attendance: In 2024, directors attended at least 75% of Board and applicable committee meetings; Former TechTarget Board held 8 meetings and TTGT Board held 1 .
- Board leadership: Mary McDowell serves as independent Chair of the Board .
- Controlled company status: Informa beneficially owns ~58.26% and TTGT avails itself of Nasdaq controlled‑company exemptions, including a non‑independent Compensation Committee and no requirement for majority‑independent board .
Fixed Compensation
Director Compensation Plan (2025) – non‑employee directors:
| Component | Amount | Notes |
|---|---|---|
| Base annual retainer | $20,000 | Applies to non‑employee directors; paid in advance |
| Board meeting fee | $1,500 per meeting | Paid in arrears |
| Committee meeting fee | $1,000 per meeting | Paid in arrears |
| Committee member annual retainer | Audit: $5,000; Compensation: $2,500; Nominating: $2,500 | For service on each committee |
| Committee chair annual retainer | Audit Chair: $10,000; Compensation Chair: $5,000; Nominating Chair: $5,000 | Flaschen is Compensation Chair |
| Annual equity grant (non‑chair) | Stock option, 5,000 shares | Exercisable on first anniversary; grant at annual meeting |
Director Compensation – Actual (2024):
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) |
|---|---|---|---|---|
| David Flaschen | $0 | $32,505 | $0 | $32,505 |
Notes:
- Under the NED Plan, retainers and meeting fees are paid via fully vested RSUs at grant, valued at fair market value on grant date .
- The Chairperson (Mary McDowell) received 7,569 RSUs and $100,000 cash retainer (50% paid Dec 2024; 50% Aug 2025) .
Performance Compensation
- No director‑specific performance metrics disclosed; director equity awards (options/RSUs) are time‑based rather than performance‑based .
- Company executive bonus metrics (context for pay‑for‑performance culture; not tied to director pay):
| Metric | 2024 Target/Threshold | 2024 Actual |
|---|---|---|
| Adjusted EBITDA | Threshold: 90% of target (=$65.9M) | 83% |
| Revenue (GAAP) | Threshold: 90% of target (=$211.5M) | 98% |
| % Revenue under Longer‑Term Contracts | Base 36% → Target 38% | 28% |
Clawback policy adopted Dec 2024; Compensation Committee concluded no recovery was required following restatements as incentive measures were unaffected .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Conflict Consideration |
|---|---|---|
| Informa PLC | Former NED (2015–2024) | TTGT is majority‑controlled by Informa; prior affiliation increases sensitivity to independence but Board deems Flaschen independent |
| Paychex Inc. | Former Audit Chair and NED (1999–2024) | No apparent commercial overlap with TTGT’s business |
| John Nagle Co. | Director; Chair (to May 2025) | Private company; no TTGT conflict disclosed |
| Curinos | Director (2020–2024) | Informa nominee; ended prior to current TTGT role |
| TripAdvisor; BuyerZone | Former NED | No TTGT conflict disclosed |
Related‑party framework: TTGT maintains a Related Party Transactions Policy and, under the Stockholders Agreement, may form an RPT Committee of independent directors to approve specified transactions with Informa or affiliates . TTGT has multiple ongoing intercompany agreements with Informa (e.g., TSA, Brand License, Data Sharing, $250M credit facility), approved and disclosed as related‑party arrangements .
Expertise & Qualifications
- Information services leadership (Thomson Financial, Dun & Bradstreet); extensive online business experience (TripAdvisor, BuyerZone) .
- Deep audit and financial oversight (Audit Chair at Paychex) .
- Education: BA, Brown University; MBA, Wharton (Entrepreneurial Management) .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Unvested RSUs at 12/31/2024 | Unvested Options at 12/31/2024 | Pledging/Hedging |
|---|---|---|---|---|---|
| David Flaschen | 1,640 | <1% | 0 | 0 (no unvested options for directors as of 12/31/2024) | Company policy prohibits hedging and generally pledging, with limited exceptions |
Governance Assessment
-
Strengths:
- Independent director with significant audit committee leadership experience; currently Audit Committee member and Compensation Committee Chair, supporting oversight quality .
- Formal prohibitions on hedging/derivatives and pledging enhance alignment and limit risk behaviors .
- Robust related‑party governance (RPT Committee construct) to oversee transactions with controlling shareholder Informa .
-
Points to monitor / RED FLAGS:
- Controlled‑company exemptions: Compensation Committee includes non‑independent members (Informa executives), which can dilute independence in pay decisions despite Flaschen’s independent chair role on the committee .
- Limited personal “skin‑in‑the‑game”: small beneficial ownership (1,640 shares, <1%) reduces direct economic alignment with minority investors .
- Extensive ongoing related‑party arrangements with Informa (TSA, data sharing, brand license, credit facility); reliance heightens conflict risk and necessitates strong RPT governance .
-
Engagement/attendance:
- Board and committee meeting attendance at least 75% in 2024; guidelines encourage annual meeting participation .
Overall, Flaschen’s audit and compensation governance experience is additive, but TTGT’s controlled‑company status and interlocks with Informa require sustained vigilance around compensation independence, conflict approvals, and director ownership alignment .