Sean Griffey
TechTargetAbout Sean Griffey
M. Sean Griffey (age 52) is a current director of TechTarget, nominated for a term through the 2026 annual meeting. He co-founded and served as CEO of Industry Dive from January 2020 to December 2024 and has two decades in digital media, marketing, and demand generation; he holds a B.S. in Economics from Penn State and an MBA from Northwestern’s Kellogg School of Management . He currently serves on the boards of Omeda, Inc. (since Nov 2022), Blockworks (since Sep 2021), and Board.org (since Jan 2025) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Industry Dive | Co-founder and CEO | Jan 2020 – Dec 2024 | Led growth in digital media and demand generation |
| FierceMarkets | President | Not specified; prior to Industry Dive | Oversaw launch of 25+ digital titles and products |
| A.T. Kearney; PwC | Consultant | Nearly 10 years (combined) | Strategy and performance improvement engagements |
External Roles
| Organization | Role | Start Date | Notes |
|---|---|---|---|
| Omeda, Inc. | Director | Nov 2022 | Private company board; marketing/data platform context |
| Blockworks | Director | Sep 2021 | Private company board; digital media/crypto content |
| Board.org | Director | Jan 2025 | Community for corporate leaders; governance-oriented |
Board Governance
- Independence: The Board determined Griffey is not independent under Nasdaq rules because he was employed by the Company’s Industry Dive subsidiary within the last three years .
- Committee assignments: Griffey is not currently assigned to any Board committees (Audit, Compensation, Nominating) .
- Attendance: In 2024, each director attended at least 75% of Board and applicable committee meetings; the Former TechTarget Board held 8 meetings and the current Board held 1 meeting .
- Board leadership and controlled company: TTGT is a “Controlled Company” under Nasdaq as Informa owns >50% and designates five directors; TTGT may rely on exemptions (majority independence, independent compensation committee). Independent chair is Mary McDowell; independent directors meet in executive session regularly per Corporate Governance Guidelines .
- Lead independent director contingency: If the Chair ceases to be independent, an independent director may be nominated to serve as Lead Independent Director per the Stockholders Agreement .
- Indemnification: TTGT provides directors indemnification under bylaws and separate indemnification agreements to the fullest extent permitted under Delaware law .
Committee Membership Snapshot
| Committee | Member | Chair |
|---|---|---|
| Audit | Not a member | — |
| Compensation | Not a member | — |
| Nominating & Corporate Governance | Not a member | — |
Fixed Compensation
- Policy (2024/2025 NED Plan): Base annual retainer $20,000; Board meeting fee $1,500; Committee meeting fee $1,000; retainers paid in advance; meeting fees paid in arrears. RSUs are used as payment for retainers and meeting fees, valued at grant-date fair value, and fully vested upon grant .
- 2025 equity for non-employee directors: Annual option grant to purchase 5,000 shares at fair market value on grant date; options become exercisable on first anniversary. New directors receive initial option grant of 2,500 shares at commencement (must serve ≥6 months to be eligible for annual grant) .
2024 Director Compensation (Griffey)
| Component | Amount ($) | Notes |
|---|---|---|
| Fees earned or paid in cash | — | Paid via RSUs under plan |
| Stock awards (RSUs) | 20,018 | Aggregate grant-date fair value (ASC 718) |
| Option awards | — | No options outstanding for 2024 year-end |
| Total | 20,018 | RSU-only compensation mix |
Performance Compensation
- Director compensation is not performance-based; RSUs used to settle retainers/meeting fees vest immediately; 2025 options are time-based (exercisable after one year). No performance metrics (e.g., TSR, revenue, EBITDA) disclosed for director pay .
2025 Non-Employee Director Equity Parameters
| Metric | Value | Vesting/Exercisability | Source |
|---|---|---|---|
| Annual option grant (non-Chair) | 5,000 shares | Exercisable on first anniversary | |
| Initial option grant (new directors) | 2,500 shares | Eligibility after ≥6 months service | |
| Grant price | Fair market value at grant | — | |
| RSUs for retainers/fees | Fully vested at grant | Immediate vesting |
Other Directorships & Interlocks
| Company | Public Company? | Role | Start | Potential Interlock/Conflict |
|---|---|---|---|---|
| Omeda, Inc. | Not disclosed as public | Director | Nov 2022 | None disclosed with TTGT customers/suppliers |
| Blockworks | Not disclosed as public | Director | Sep 2021 | None disclosed |
| Board.org | Not disclosed as public | Director | Jan 2025 | None disclosed |
- No public company directorships were disclosed for Griffey in TTGT’s proxy .
Expertise & Qualifications
- Digital media and demand generation operator with prior CEO experience; launched >25 digital titles at FierceMarkets .
- Strategy/operations background (A.T. Kearney, PwC), and industry recognition (Media Industry News Digital Hall of Fame; McAllister Top Management Fellowship) .
- Education: B.S. Economics (Penn State); MBA (Northwestern Kellogg) .
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Total beneficial ownership (shares) | 149,258 | As of May 30, 2025 |
| % of shares outstanding | <1% (asterisk in proxy) | 71,489,000 shares o/s |
| Unvested RSUs at 12/31/2024 | 0 | Aggregate for non-employee directors shows 0 for Griffey |
| Unvested options at 12/31/2024 | 0 (none outstanding) | For non-employee directors |
| Hedging/Pledging | Hedging prohibited; pledging restricted (limited exceptions) | Company-wide Insider Trading Policy |
Insider Trades
| Year | Forms 4 (Untimely) | Transactions Reported | Notes |
|---|---|---|---|
| 2024 | 6 | 16 purchases | Company disclosed untimely filings by Griffey |
Governance Assessment
- Independence/committee effectiveness: Griffey is not independent due to recent employment by an affiliate; he holds no committee roles, limiting direct influence on audit/compensation governance .
- Controlled company risk: Informa’s majority ownership and governance rights reduce independence safeguards (e.g., majority independent board not required; compensation committee not required to be independent), elevating oversight risk; independent chair is a mitigating factor .
- Attendance and engagement: Board reports ≥75% attendance for all directors in 2024; guidelines encourage annual meeting attendance and regular executive sessions among independent directors, supporting engagement norms .
- Alignment and incentives: Griffey’s 2024 director pay was RSU-only ($20,018), with fully vested grants for retainers/fees; 2025 options are time-based, with no disclosed performance metrics—limited pay-for-performance linkage at the director level .
- RED FLAGS: Six untimely Section 16(a) Forms 4 filings to report sixteen purchases in 2024 indicate procedural compliance issues that could concern investors . Controlled company status and non-independence may raise perceived conflict risk, though TTGT maintains an RPT Committee of independent, non-Informa designees for approval of material related-party transactions .
- Other conflicts: No “golden leash” arrangements disclosed; insider policy prohibits hedging and restricts pledging, which supports alignment .