Don Hawk

About Don Hawk

Don Hawk, 54, serves as a director of TechTarget, Inc. (TTGT). He has a B.A. and an M.A. from George Washington University and co-founded TechTarget, later serving as President (1999–2012) and Executive Director, Product Innovation (2012–June 2025). He joined the combined company’s board at the December 2, 2024 closing of the Informa transaction and ceased employment on June 2, 2025 .

Past Roles

External Roles

• No current public company directorships disclosed for Hawk .

Board Governance

• Independence: Not independent due to former executive role (Executive Director, Product Innovation) .
• Committee assignments: None; not on Audit, Compensation, or Nominating & Corporate Governance .
• Board tenure: Became a director effective December 2, 2024 .
• Attendance: In 2024, each director attended at least 75% of board and applicable committee meetings .
• Controlled company context: Informa controls >50% of voting power; TTGT uses Nasdaq “Controlled Company” exemptions—Compensation Committee includes non-independent members (Informa executives), elevating governance risk .

Fixed Compensation

• Director compensation: Not eligible for non-employee director pay while serving in executive role (NED Plan); $0 director fees, stock awards, or option awards in 2024 .
• Executive pay (NEO): Summary Compensation (Hawk) for 2022–2024.

• All Other Compensation detail: Includes value of acceleration of RSUs in 2024 connected to the transaction ($738,530 for Hawk) and financial services $0; 401(k) match generally $3,000 per NEO .

Performance Compensation

• 2024 Executive Incentive Bonus Plan metrics: Adjusted EBITDA threshold 90% ($65.9M), Revenue threshold 90% ($211.5M), Longer-Term Contracts target 38% (threshold defined as tenth of a percentage increase from 36% base). Actual performance approximately 83% Adjusted EBITDA, 98% Revenue, 28% Longer-Term Contracts; Hawk’s bonus earned = $31,500 .

• 2024 equity grants: None to Hawk; no plan-based awards in 2024 .
• 2024 vesting/settlement activity:
  • RSUs vested/delivered: 15,000 (delivered Aug 28, 2024), 10,000 (Aug 27, 2024), 4,000 (Aug 22, 2024); plus 23,000 RSUs vested immediately prior to closing and converted into merger consideration .
  • Shares acquired on vesting in 2024: 52,000; value realized $1,616,538 .

• Outstanding equity at 12/31/2024: None for Hawk (no unvested RSUs outstanding) .

• Clawback: TTGT adopted a compensation recovery policy (Dec 2024) compliant with Nasdaq Rule 5608/SEC Rule 10D-1; after restatements, Committee found no erroneously awarded compensation requiring recovery .

Other Directorships & Interlocks

• No other public company boards for Hawk disclosed; TTGT board includes Informa executives (Ashford, Carter), reflecting controlled company interlocks via Informa ownership and influence on committee composition .

Expertise & Qualifications

• Co-founder of TechTarget; deep domain experience in IT advertising and digital product innovation .
• Academic credentials: B.A. and M.A., George Washington University .

Equity Ownership

• Vested vs unvested: No unvested RSUs outstanding for Hawk at 12/31/2024 .
• Options: No outstanding options; TTGT reports no NEO option exercises in 2024 and no outstanding vested options unexercised .
• Pledging/hedging: Not disclosed.

Employment & Contracts (Retention risk, conflicts)

• Former TechTarget employment agreements included base salary, bonus, equity treatment, with non-compete and non-solicit obligations extending one year post-termination; new Informa TechTarget employment agreement for Hawk had a six-month term effective at closing and specified severance on expiration/termination .
• Severance at departure (effective June 2, 2025): salary continuance for 11 months ($440,000) and a portion of COBRA costs for up to 18 months ($32,753), which may include a tax gross-up .
• Potential payments upon termination (2024 valuation basis):
  • Qualifying termination: Cash severance $440,000; continuation of benefits $32,741; other benefits $96,250; total value $568,991 .
  • Qualifying termination within 12 months following change of control: Total value $472,741 .

Governance Assessment

• Independence and committee service: Hawk is not independent and serves on no committees—limiting oversight contribution and heightening potential conflicts given his recent executive status .
• Controlled company governance: Informa’s majority control and non-independent Compensation Committee (including Informa executives) are structural governance risks, potentially dampening investor confidence in pay oversight and director selection .
• Attendance and engagement: Baseline attendance threshold met (≥75%) in 2024; specific engagement metrics not disclosed .
• Ownership alignment: Beneficial ownership of 168,634 shares (<1%) provides some alignment; no unvested RSUs and no options outstanding as of year-end reduce ongoing equity-based incentives .
• Compensation signals: 2024 bonus of $31,500 under measurable plan metrics; significant “all other compensation” driven by RSU acceleration in connection with the transaction—should be monitored for optics around transaction-related windfalls .
• RED FLAGS:
  • Not independent (recent executive) .
  • Controlled company exemptions and non-independent Compensation Committee composition .
  • Severance includes potential tax gross-up on COBRA benefits (shareholder-unfriendly feature) .
  • Concurrent role as director and executive through June 2025 introduces conflict-of-interest concerns .
• Mitigants:
  • Clawback policy adopted; restatements assessed with no recovery required (suggests policy operationalization) .
  • No “golden leash” arrangements; directors not receiving side compensation tied to board service .