Gary Nugent
TechTargetAbout Gary Nugent
Gary Nugent (age 55) is TechTarget, Inc.’s Chief Executive Officer (since December 2024) and a director; he holds a B.Eng/B.Sc in Information Engineering from the University of Strathclyde and brings 25+ years in ICT across Informa, Alcatel‑Lucent, Oracle, Sun, and IBM . TechTarget’s 2024 results used in pay-versus-performance disclosure: revenue $492.2M and net income $(151.3)M; TTGT TSR translated to $76 on a $100 base vs peer $82, framing performance context during the leadership transition to Nugent . In 2024 he was not eligible for the company’s executive bonus plan (he was compensated under Informa prior to the December closing), so his 2024 TTGT compensation reflects secondment terms rather than TTGT incentive outcomes .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Informa Tech Digital Businesses | CEO | 2019–2024 | Led Informa Tech’s digital businesses prior to the TTGT combination; brings experience designing and building go‑to‑market strategies that deliver growth . |
| Informa (Business Intelligence) | Commercial Director | Joined 2014 | Senior commercial leadership at Informa prior to leading Informa Tech Digital Businesses . |
| Alcatel‑Lucent | Head of Managed Services; previously Head of Marketing | Not disclosed | Global ICT operating leadership prior to Informa . |
| Oracle; Sun Microsystems; IBM | Various leadership roles | Not disclosed | Enterprise technology sales/marketing experience across blue‑chip vendors . |
External Roles
None disclosed in the proxy for Mr. Nugent (other directors list multiple external roles; Nugent’s entry does not) .
Board Service
- Director, non‑independent; no committee memberships listed for Nugent .
- Independent Chairperson (Mary McDowell) and separate CEO/Chair structure; Board views split roles as optimal, with Chair acting as strategic partner and principal liaison between independent directors and management .
- Controlled Company: Informa owns >50% and can designate five directors; retains consent rights over CEO appointment/termination and other major actions, which heightens related‑party governance considerations .
- Compensation Committee includes non‑independent Informa executives alongside independents, permissible under Controlled Company exemptions .
Fixed Compensation
| Year | Base salary ($) | Other benefits ($) | Notes |
|---|---|---|---|
| 2024 | 543,385 | 52,891 (employer pension/401(k) contributions) | Mr. Nugent was seconded from Informa; amounts partly denominated in GBP (USD translation per proxy methodology) . |
Performance Compensation
| Component | Metric | Weighting | Target | Actual | Payout | Vesting/settlement | Notes |
|---|---|---|---|---|---|---|---|
| 2024 TTGT Executive Incentive Bonus Plan (program overview) | Revenue (GAAP) | Not disclosed | 100% target; 90% threshold = $211.5M | 98% | Partial formulaic per plan grid | Cash (excess in stock) | Company‑wide plan; Nugent not eligible in 2024 . |
| Adjusted EBITDA | Not disclosed | 100% target; 90% threshold = $65.9M | 83% | Below threshold for that metric | Cash (excess in stock) | ||
| Longer‑Term Contracts (% of revenue) | Not disclosed | 38% (base 36%) | 28% | Below threshold for that metric | Stock for over‑target | ||
| Nugent 2024 bonus (Informa plan) | Not disclosed | Not disclosed | Not disclosed | Not disclosed | $275,017 cash bonus | Not applicable | Paid in his capacity as Informa executive before closing; TTGT did not disclose metrics . |
2024 plan payouts for TTGT NEOs were based on formulaic outcomes; Nugent did not participate in TTGT’s 2024 plan due to timing/secondment .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership (as of 5/30/2025) | Nugent reported no beneficial ownership of TTGT shares (listed as “—”; less than 1%) . |
| Outstanding TTGT RSUs/options at 12/31/2024 | None reported for Nugent . |
| Hedging/pledging | Company policy prohibits hedging and pledging of TTGT stock except in limited circumstances . |
| Ownership guidelines | Not disclosed in the proxy . |
| Insider selling pressure (near term) | Low from Nugent specifically given no outstanding TTGT equity awards/vests; note 2021 Informa PLC restricted stock vested/exercised in 2024, but that is Informa equity, not TTGT float . |
Employment Terms
- Structure: Secondment agreement with Informa Support Services, Inc. (ISSI); Nugent remains an ISSI employee, while TTGT determines his compensation (other than Informa equity) and may grant TTGT equity awards; TTGT must reimburse Informa for certain separation benefits under defined circumstances .
- Severance/change‑in‑control: Nugent is “not entitled” to TTGT severance/CIC compensation directly; however, TTGT would reimburse Informa for separation benefits if Nugent is terminated without cause with TTGT Board approval, or resigns for good reason due to TTGT acts/omissions (definitions provided in proxy) .
Potential payments (as of 12/31/2024; reimbursement basis under Secondment Agreement):
| Scenario | Cash severance ($) | Bonus payment ($) | Benefits continuation ($) | Total ($) |
|---|---|---|---|---|
| Qualifying termination | 281,250 (6 months salary) | 562,500 (assumes 100% target per footnote) | 11,362 | 855,112 |
| Change of control without termination | — | — | — | — |
| Qualifying termination within 12 months post‑CoC | 281,250 | 562,500 | 11,362 | 855,112 |
Additional terms and governance:
- Clawback: Company adopted a Dodd‑Frank compliant clawback policy in December 2024; Compensation Committee determined recent restatements did not trigger recovery .
- Insider trading: Policy restricts trading windows and prohibits hedging/pledging (as above) .
- Related‑party/conflicts framework: Stockholders Agreement and Related Party Transactions Policy govern interactions with Informa and its affiliates .
Compensation Structure Notes and Governance Context
- 2024 TTGT comp philosophy post‑closing increases variable pay weighting and aligns incentives to long‑term objectives; Compensation Committee (under Controlled Company status) includes non‑independent members (Informa executives) alongside independents .
- Pre‑closing Former TTGT did not retain a compensation consultant; peer group used included DNB, Gartner, HubSpot, Ziff Davis, TripAdvisor, ZoomInfo, ON24, and Comscore; post‑closing, TTGT will reassess peers .
- Say‑on‑pay: Former TTGT noted an affirmative advisory vote in 2024; 2025 TTGT ballot includes say‑on‑pay and say‑on‑frequency proposals (results not yet reported in the proxy) .
Risk Indicators & Red Flags
- Controlled Company: Informa majority ownership exerts significant control (board designation, key consent rights, including CEO appointment/termination), elevating related‑party and minority holder governance risk .
- Compensation committee independence: Not fully independent under Nasdaq due to Controlled Company exemptions; may raise pay‑governance scrutiny although permitted .
- Financial reporting: Multiple restatements of Informa Tech Digital Businesses in 2024–2025; no clawback triggered, but disclosure underscores elevated reporting/process risk .
- Alignment: As of the record date, Nugent held no TTGT shares and had no TTGT equity awards outstanding, implying low immediate “skin‑in‑the‑game,” though TTGT states it may grant equity in its normal reward cycle .
- Hedging/pledging: Policy restrictions help mitigate alignment risks; no pledges disclosed .
Investment Implications
- Near‑term trading pressure from Nugent is minimal (no TTGT equity outstanding/vesting), but alignment could improve if TTGT grants him RSUs/PSUs under the 2024 Plan; monitor upcoming grants and any Form 4 activity .
- Governance risk is elevated by Controlled Company status and non‑independent Compensation Committee composition, though mitigated by an independent Chair and explicit related‑party safeguards; investors should weigh Informa’s consent rights and potential conflicts against strategic benefits of affiliation .
- Pay‑for‑performance: 2024 plan metrics (Revenue, Adjusted EBITDA, Longer‑Term Contracts) were generally challenging (EBITDA and L/T Contracts below thresholds), aligning payouts with performance; Nugent’s 2024 bonus was under Informa and not TTGT plan‑based, so forward alignment will hinge on TTGT‑determined metrics and potential equity awards in 2025 .
- Oversight signals: Adoption of a clawback and prohibition on hedging/pledging are positive; however, recent restatements and complex secondment reimbursement mechanics warrant ongoing monitoring for potential compensation outcomes and disclosure quality .