Mary McDowell

About Mary McDowell

Mary McDowell (age 60) is the independent Chairperson of the Board of TechTarget (Informa TechTarget) and chairs the Nominating & Corporate Governance Committee. She has 30+ years of technology operating experience, including CEO roles at Mitel Networks and Polycom, senior leadership at Nokia, and earlier roles at Compaq and Hewlett-Packard; she holds a B.S. in Computer Science from the University of Illinois Grainger College of Engineering . She became independent Chair on December 2, 2024, and is classified by TTGT’s Board as an independent director under Nasdaq standards .

Past Roles

External Roles

Board Governance

• Roles and independence: McDowell serves as independent Chair and Chair of the Nominating & Corporate Governance Committee; TTGT’s Board affirms her independence under Nasdaq rules .
• Committee assignments (TTGT):
  • Nominating & Corporate Governance: Chair (Independent)
  • Audit: Not a member
  • Compensation: Not a member .
• Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; Former TechTarget’s board held 8 meetings and the new TTGT board held 1 meeting in 2024 .
• Leadership structure and duties: As Chair, McDowell sets Board agendas, presides over meetings and independent director executive sessions, oversees potential conflicts, serves as principal liaison with management, and manages stakeholder communications to the Board .
• Controlled Company framework: Informa beneficially owns ~58% of shares and TTGT avails itself of Nasdaq “Controlled Company” exemptions; the Compensation Committee includes two Informa executives (Ashford, Carter) alongside independents (Chair Flaschen; Van Houten), which is permitted but heightens governance risk; an independent-only Related Party Transactions Committee (RPT Committee) must approve material related-party matters per the Stockholders Agreement .
• Related-party oversight: Multiple intercompany agreements (e.g., Transition Services, Data Sharing, Registration Rights, Tax Matters) with Informa were executed at closing and require RPT Committee oversight; services incurred totaled ~$1.4M by 12/31/24 under the TSA .
• Policies: Hedging/pledging of stock is broadly prohibited; limited exceptions for pledging require approval . A Nasdaq-compliant clawback policy was adopted in December 2024; the Compensation Committee found no recoupment was required after restatements related to Informa Tech Digital Businesses .

Fixed Compensation

Citations: .

Performance Compensation

Other Directorships & Interlocks

• Current public boards: Arrow Electronics (Audit; Compensation member) ; Zebra Technologies (Audit Committee) .
• Former: Autodesk (2010–2025; Chair of Compensation & HR Committee through May 2, 2025; not standing for re-election) .
• Compensation committee interlocks: TTGT discloses no compensation committee interlocks in 2024 (committee members were not TTGT employees and no cross-company interlocks existed) .

Expertise & Qualifications

• Deep operating experience in global technology, enterprise communications, and device/software businesses; board leadership including independent chair roles .
• Governance experience as Senior Independent Director at Informa plc .
• Technical education (Computer Science, UIUC), relevant to TTGT’s data/marketing technology domain .

Equity Ownership

Insider Trades (Form 3/4/5)

Note: No open-market purchases or sales for McDowell were returned by the insider-trades query through Nov 20, 2025 (search window 2024-12-01 to 2025-11-20).

Governance Assessment

• Strengths

  • Independent Chair with explicit responsibilities to set agendas, lead executive sessions, and oversee conflicts—enhancing board effectiveness under a controlled company framework .
  • Independence confirmed; McDowell chairs the Nominating & Corporate Governance Committee comprised solely of independent directors .
  • Robust policies: hedging/pledging restrictions; clawback policy adopted per Nasdaq 5608; related-party transactions overseen by a largely independent RPT Committee .
  • Attendance: Directors (including McDowell) met at least 75% attendance in 2024 .

• Watch items / potential red flags

  • Controlled Company risks: Informa controls ~58% of shares with consent rights over major actions; Compensation Committee includes two Informa executives, reducing perceived independence of pay decisions, though permitted by Nasdaq exemptions .
  • Ownership alignment: As of the record date, McDowell reported no beneficially owned common shares; while she holds time-based RSUs, near-term “skin-in-the-game” appears limited—an optics issue for an independent chair .
  • Related-party exposure: Multiple intercompany agreements (TSA, Data Sharing, Tax Matters) with Informa necessitate vigilant independent oversight; RPT Committee structure mitigates but execution is key .
  • Multi-board load: Concurrent service at Arrow (Audit/Comp), Zebra (Audit), and until mid-2025 at Autodesk (CHRC chair) may raise time-commitment questions; however, she stepped down from Autodesk in 2025 .

• Compensation context

  • Director pay mix skews to modest cash plus time-based equity (Chair: $100k cash; 7,569 RSUs in 2024), with no performance-vested director equity disclosed—common but offers limited direct linkage to performance for directors .

Overall implication: McDowell brings strong operating and governance credentials and provides independent board leadership in a controlled company. Key monitoring areas for investors include the independence and rigor of compensation and related-party oversight under Informa’s control, and progress toward greater personal share ownership by the independent Chair to bolster alignment.