Stephen Ross
About Stephen Ross
Stephen Ross (age 77) is an independent director at Consensus Cloud Solutions, Inc. (CCSI) and has served on the Board since September 2021. He previously spent over two decades at Warner Bros Entertainment, Inc., most recently as Executive Vice President – Recreational Enterprises, and served as a director of J2 Global Inc. from 2007 through the October 2021 spin-off that created CCSI . He is designated an Audit Committee Financial Expert and currently chairs the Compensation Committee, highlighting deep finance literacy and executive pay oversight experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Warner Bros Entertainment, Inc. | EVP – Recreational Enterprises | 1989–Aug 31, 2017 | Senior operating leadership for recreational businesses |
| J2 Global Inc. | Director | Jul 2007–Oct 2021 | Board service at former parent; continuity through CCSI spin-off |
| Grill Concepts, Inc. | Director | Until 2009 | Prior public company board experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Current public company boards | — | — | None (0 other public boards) |
Board Governance
- Independence: The Board determined Stephen Ross is independent under Nasdaq rules; only the CEO is non-independent .
- Committee assignments: Audit Committee member; Compensation Committee Chair; designated Audit Committee Financial Expert .
- Attendance and engagement: In 2024 the Board held 6 meetings; Audit 5, Compensation 5, ESG 4, and all incumbent directors attended all Board and committee meetings on which they served; all six directors attended the 2024 Annual Meeting .
- Board leadership and executive sessions: Independent Chairman (Douglas Bech); independent directors meet in executive session regularly with the Chair presiding .
- Overboarding and shareholder protections: Company highlights robust overboarding policies, majority vote in uncontested elections, no poison pill, and prohibition on hedging/pledging company stock .
- Related-party controls: Formal Related Person Transaction Policy with Audit Committee oversight; ongoing legacy agreements with former parent Ziff Davis from the 2021 spin-off are disclosed .
Committee Structure Snapshot
| Committee | Members | Chair | Financial Expert designation |
|---|---|---|---|
| Audit | Elaine Healy; Stephen Ross; Pamela Sutton-Wallace | Elaine Healy | Ross designated financial expert; all financially literate |
| Compensation | Stephen Ross; Douglas Bech; Elaine Healy | Stephen Ross | FW Cook retained; consultant deemed independent by committee |
| ESG/Nominating | Pamela Sutton-Wallace; Douglas Bech; Nate Simmons | Pamela Sutton-Wallace | All independent; oversees director nominations and governance principles |
| Executive | Douglas Bech; Elaine Healy; Scott Turicchi | Douglas Bech | Acts on behalf of Board when not in session |
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 50,000 | Standard non-employee director cash retainer |
| Compensation Committee Chair Fee | 20,000 | Chair retainer specific to Compensation Committee |
| Fees Earned or Paid in Cash (2024) | 70,000 | Reported for Stephen Ross |
| Meeting Fees | — | Not disclosed; program structured as retainers |
Performance Compensation
| Equity Component | Grant Date Value ($) | Instrument | Vesting | Unvested Balance (12/31/2024) |
|---|---|---|---|---|
| Annual Director Equity | 199,994 | RSUs | Fully vest on first anniversary of grant | 7,987 RSUs (each non-employee director) |
- No stock options are disclosed for directors; annual director equity is delivered as time-based RSUs with grant date value targeted at $200,000 .
- Hedging and pledging of company stock are prohibited for directors and employees .
Other Directorships & Interlocks
| Company | Role | Tenure | Interlock/Conflict Considerations |
|---|---|---|---|
| J2 Global Inc. (now Ziff Davis) | Director | 2007–Oct 2021 | Legacy ties through 2021 spin-off; related agreements with Ziff Davis governed by Audit Committee review under Related Person Transaction Policy |
| Current public boards | — | — | None disclosed (0 other boards) |
Expertise & Qualifications
- Audit Committee Financial Expert; accounting/finance literacy affirmed by the Board .
- Extensive executive leadership experience at a global entertainment company; prior public company board service .
- Board-wide skills matrix shows 6/6 directors with prior board experience and strong financial literacy across the Board .
Equity Ownership
| Measure | Detail |
|---|---|
| Total beneficial ownership | 24,410 shares; less than 1% of outstanding shares |
| Unvested RSUs (Director program) | 7,987 RSUs as of Dec 31, 2024 (per non-employee director) |
| Hedging/Pledging | Prohibited for directors |
| Shares outstanding reference | 19,540,937 shares outstanding as of April 16, 2025 |
Insider Trades and Filings
| Date | Filing | Link |
|---|---|---|
| Dec 10, 2024 | Form 4 (Stephen Ross) | https://www.sec.gov/Archives/edgar/data/1866633/000121465924020188/0001214659-24-020188-index.htm |
| Nov 15, 2022 | Form 4 (Stephen Ross) | https://www.sec.gov/Archives/edgar/data/1866633/0001214659-22-013812.txt |
| Aggregator reference | Recent Form 4s index including Stephen Ross | https://www.marketbeat.com/stocks/NASDAQ/CCSI/sec-filings/ |
| Aggregator reference | Stephen Ross Form 4 portfolio overview | https://www.secform4.com/portfolio-holdings/1280297.html |
Governance Assessment
- Strengths: Independent director and Compensation Committee Chair using an independent advisor (FW Cook) with no conflicts; Audit Committee Financial Expert designation; 100% attendance across Board and committees in 2024; prohibition of hedging/pledging; independent Chairman; majority vote standard; no poison pill .
- Pay structure: Director compensation is a balanced mix of cash retainers and time-based RSUs with a one-year vest; no director options or complex perquisites disclosed, supporting alignment without excessive risk-taking .
- Potential conflicts: Legacy relationships with former parent Ziff Davis are structured via spin-off agreements; Audit Committee oversees related-person transactions; Board reaffirmed Ross’s independence under Nasdaq rules .
- Risk indicators: Historical internal control material weaknesses in 2021–2022 were disclosed in the change-of-auditor narrative; the Audit Committee rotated auditors to Deloitte in 2023 and reports ongoing oversight, which mitigates prior control concerns .
- Engagement signals: Full attendance and executive sessions led by an independent Chair indicate active oversight culture; Board conducts annual self-evaluations and maintains robust governance documents and ethics policies .
Overall signal: Stephen Ross exhibits strong governance credentials through committee leadership, finance expertise, and consistent engagement, with minimal current interlock risk and clear alignment policies; prior control issues are acknowledged and addressed via auditor rotation and committee oversight, which supports investor confidence in board effectiveness .