Stephen Carter
TechTargetAbout Stephen A. Carter
Stephen A. Carter (age 61) is a Director of TTGT and Group Chief Executive of Informa, TTGT’s controlling affiliate; he holds a Law degree from the University of Aberdeen and was made a Life Peer in 2008 . He is nominated to serve a term expiring at the 2026 annual meeting and serves on TTGT’s Compensation Committee; the Board was reconstituted following the December 2, 2024 Transactions . The Board determined Carter is not an independent director under Nasdaq rules due to his executive role at Informa .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Informa PLC | Group Chief Executive | Non-exec director (2010), Group CEO since late 2013 | Led expansion in geography and digital platforms |
| Alcatel Lucent Inc. | President & Managing Director EMEA | Not disclosed | Senior operating leadership |
| NTL (now Virgin Media) | Managing Director and COO | Not disclosed | Telecom operations leadership |
| JWT Travel UK & Ireland | Managing Director then Chief Executive | Not disclosed | Marketing services leadership |
| Ofcom (UK) | Founding CEO | Not disclosed | Regulatory leadership |
| UK Government (PM Gordon Brown) | Chief of Strategy and Minister for Telecommunications and Media | Not disclosed | Public sector strategy and policy |
| United Utilities Group PLC | Non-executive Director | 2014–2022 | Board oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Vodafone PLC | Non-executive Director | Not disclosed | Ongoing board role |
| PA Media Group Limited | Informa’s representative on the Board | Not disclosed | Media sector exposure |
| BolognaFiere | Informa’s representative on the Board | Not disclosed | Events/exhibitions exposure |
| Norstella | Informa’s representative on the Board | Not disclosed | Healthcare information exposure |
| JV with Principality of Monaco | Chair | Not disclosed | JV leadership |
| Tahaluf partnership | Chair | Not disclosed | JV leadership |
Board Governance
| Item | Detail |
|---|---|
| Committee memberships | Compensation Committee member; not on Audit or Nominating & Corporate Governance |
| Committee chair roles | None at TTGT |
| Independence status | Not independent (Informa executive affiliation) |
| Board attendance | Each director attended at least 75% of Board and committee meetings in 2024 |
| Board structure | Independent Chair (Mary McDowell); Nominating & Corporate Governance Committee comprised solely of independent directors |
| Controlled Company status | TTGT avails Nasdaq “Controlled Company” exemptions while Informa owns >50% voting power |
| Stockholders Agreement (control provisions) | Informa can designate five directors and must consent to major actions (M&A, asset sales, debt, securities issuance, CEO termination/appointment) while it holds specified ownership thresholds |
Fixed Compensation
| Year | Role | Fees earned or paid in cash ($) | Stock Awards ($) | Option Awards ($) | Total ($) | Eligibility Notes |
|---|---|---|---|---|---|---|
| 2024 | Non-employee director | — | — | — | — | Not eligible under the 2025 NED Plan (as applied to 2024 status) |
Director compensation policy (for context; not applicable to Carter): Non-employee directors (excluding Chair) receive a $20,000 annual retainer; $1,500 per Board meeting; $1,000 per Committee meeting; Committee member annual retainers: Audit $5,000, Compensation $2,500, Nominating $2,500; Committee chair annual retainers: Audit $10,000, Compensation $5,000, Nominating $5,000; Chairperson received 7,569 RSUs in Dec 2024 vesting in one year and $100,000 annual cash retainer paid 50% in Dec 2024 and 50% in Aug 2025 .
Performance Compensation
- No director performance-based compensation metrics (e.g., revenue, EBITDA, TSR or ESG) disclosed for non-employee directors; NED Plan equity for non-Chair directors consists of time-based stock options (5,000 shares at FMV, exercisable on first anniversary), but Carter is not eligible under the NED Plan .
Other Directorships & Interlocks
| Company | Relationship to TTGT | Potential Interlock/Conflict Consideration |
|---|---|---|
| Informa PLC | Controlling shareholder of TTGT; Carter is Group CEO | Significant influence over TTGT governance via Stockholders Agreement; Carter’s dual role presents ongoing related-party oversight considerations |
| Vodafone PLC | Unrelated public company | Information flow; no TTGT-specific conflict disclosed |
| PA Media Group, BolognaFiere, Norstella | Boards where Informa is represented | Affiliate relationships; no TTGT-specific transactions disclosed |
The proxy states directors have no “golden leash” arrangements and, other than disclosed director compensation, no other payments in connection with Board service .
Expertise & Qualifications
- Deep executive and non-executive leadership across technology, digital platforms, and marketing services; founding CEO of Ofcom; UK ministerial experience in telecoms/media .
- Law degree (University of Aberdeen) and Life Peer since 2008 .
- Current and prior board exposure in telecoms (Vodafone), utilities (United Utilities), media, events, and healthcare information .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Stephen A. Carter | — (none reported) | — | Outstanding shares 71,489,000 as of May 30, 2025 |
No pledging, hedging, or director ownership guideline compliance details were disclosed for Carter in the proxy .
Governance Assessment
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Strengths: Extensive operating and governance experience; Compensation Committee member engagement; Board met attendance expectations in 2024 .
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Risks/RED FLAGS:
- Not independent; dual role as Group CEO of controlling shareholder (Informa) creates structural conflicts of interest .
- Controlled Company exemptions reduce independent oversight (no requirement for majority-independent Board or independent Compensation Committee) .
- Stockholders Agreement grants Informa consent rights over major corporate actions, concentrating decision-making power and potentially limiting minority shareholder influence .
- Carter is not eligible for TTGT non-employee director compensation, resulting in limited direct ownership/“skin-in-the-game” alignment at TTGT; beneficial ownership shows no personal holdings .
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Mitigants:
- Independent Chair and an independent-only Nominating & Corporate Governance Committee .
- No “golden leash” arrangements for directors beyond standard director compensation disclosures .
- Standard indemnification agreements for directors under Delaware law .