Cristen Kogl
About Cristen Kogl
Independent director since 2023; age 59; serves on the Nominating & Governance Committee and the Management Organization & Compensation Committee. She is Chief Legal Officer, General Counsel, and Corporate Secretary of Zebra Technologies, serving as Zebra’s top legal officer since September 2018, with 25+ years of in-house corporate legal leadership spanning M&A, governance, SEC compliance, IP, cyber risk, labor, litigation management, and government affairs . The Board determined all nominees other than the CEO are independent; each director attended at least 75% of aggregate Board and committee meetings in 2024, and all then-serving directors (excluding Max Mitchell) attended the 2024 annual meeting .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zebra Technologies | Chief Legal Officer, General Counsel & Corporate Secretary | Sept 2018–present | Led global legal/compliance; deep experience in M&A, IP, SEC governance, cyber risk; executive team member |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lake Forest College | Trustee | Since Sept 2023 | Board of Trustees |
| U.S. Chamber of Commerce | Director | Since Nov 2020 | Board director |
Board Governance
- Committee assignments: Nominating & Governance and Management Organization & Compensation (MOC); both committees fully independent per NYSE rules .
- MOC responsibilities include CEO performance evaluation and pay recommendations, executive compensation, plan administration (including clawback), director compensation oversight, succession planning, and risk review of compensation; met 5 times in 2024 .
- Nominating & Governance responsibilities include director selection criteria, board refreshment, tenure/retirement policies, and director independence oversight; met 4 times in 2024 .
- Independence: Board determined all current directors other than the CEO are independent; independence review scrutinized director-affiliated transactions and confirmed independence under NYSE and SEC standards .
- Attendance and engagement: Board met 6 times in 2024; each director attended at least 75% of board and committee meetings; executive sessions were held at all regular Board meetings and presided over by the independent Chairman .
- Governance practices include majority voting with resignation policy, annual elections, stock ownership guidelines, anti-hedging/pledging policies, and stringent conflict-of-interest procedures .
Fixed Compensation
| Component | Policy Detail | Amounts/Status |
|---|---|---|
| Annual director retainer | $235,000 total: $90,000 cash + $145,000 DSUs (directors may elect to take up to 100% of cash in DSUs or vested shares) | Program in effect for 2024–2025; no changes recommended for 2025 after FW Cook review |
| Chair retainers | Board Chair +$130,000; Audit Chair +$25,000; MOC Chair +$20,000; N&G Chair +$17,500 (cash) | Not applicable to Kogl (not a chair) |
| Committee member fees | Audit member +$10,000; MOC member +$7,500; N&G member +$7,500 (cash) | Applicable given Kogl’s committee memberships |
| Meeting fees | None unless meetings exceed threshold; none paid in 2024 | None |
| 2024 actual compensation (Kogl) | Fees earned: $50,357; Stock awards (DSUs): $234,879; Total: $285,236 | Paid/granted for 2024 |
Performance Compensation
| Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value per Unit | Vesting/Key Terms |
|---|---|---|---|---|
| DSUs (2024 annual grant) | May 23, 2024 | 3,853 DSUs to Kogl | $60.96 per DSU | DSUs forfeitable if director ceases service before next annual meeting, except in case of death, disability, or change in control; settle in shares upon leaving Board; dividends accumulate |
No director performance-based equity metrics (e.g., PRSUs with TSR or EBITDA gates) are disclosed for non-employee directors; CXT director equity is delivered via DSUs with service-based vesting for alignment and retention .
Other Directorships & Interlocks
- Public company directorships: None disclosed for Kogl in CXT’s director biography .
- Noted affiliations: Executive officer at Zebra Technologies; non-profit/association boards at Lake Forest College and U.S. Chamber of Commerce .
- Related-party/transactions: Proxy discloses reviews and specific related transactions involving Crane Company and Google; no transactions or influence tied to Kogl/Zebra are reported in the independence review .
Expertise & Qualifications
- Operational/organizational expertise as a corporate generalist and in-house legal leader for 25+ years; deep capabilities across M&A, IP, governance and SEC regs, commercial contracting, enterprise/cyber risk, litigation, labor relations, government affairs, and compliance .
- Board skills matrix emphasizes governance, legal/compliance, cyber/information security, and human capital expertise across the Board’s collective profile .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Beneficial ownership (as of Mar 28, 2025) | 7,801 total shares (1,000 owned directly; 6,801 options/DSUs/RSUs vested or vesting within 60 days) | Less than 1% of class; DSUs settle upon board departure |
| Unvested DSUs outstanding (12/31/2024) | 3,844 DSUs | Annual DSUs granted 2024: 3,853 |
| Director ownership guidelines | 5× cash portion of annual retainer (5 × $90,000 = $450,000 equivalent); all directors in compliance as of Record Date | Anti-hedging and pledging policy applies to directors |
Governance Assessment
- Strengths: Independent director with deep governance, legal, and cyber risk expertise; active roles on MOC and Nominating & Governance committees support board effectiveness, succession, compensation alignment, and independence oversight .
- Alignment: Director pay mix emphasizes equity via DSUs and robust stock ownership guidelines; anti-hedging/pledging and conflict-of-interest procedures reinforce alignment and investor protection .
- Engagement: Board and committees met frequently in 2024; all directors met attendance expectations; regular executive sessions under independent chair enhance oversight quality .
- Shareholder signals: Strong 2024 Say-on-Pay support (>96%) indicates positive investor sentiment toward compensation governance; director compensation program maintained after independent FW Cook review .
- Potential conflicts: No related-party transactions disclosed for Kogl/Zebra; independence reaffirmed by Board; ongoing conflict procedures and annual certifications mitigate risk .
- Red flags: None disclosed regarding attendance shortfalls, hedging/pledging, tax gross-ups, or related-party transactions; Section 16(a) compliance was timely for officers/directors in 2024 .