Debra Zumwalt
EXPONENTAbout Debra L. Zumwalt
Debra L. Zumwalt, age 69, has served on Exponent’s Board since 2014 and is currently Vice President and General Counsel for Stanford University and affiliated entities, a role she has held since 2001; previously, she was a Partner at Pillsbury Winthrop Shaw Pittman LLP where she served on the executive board and as Managing Partner of the Silicon Valley office . The Board has determined she is independent under Nasdaq rules, after reviewing consulting services Exponent provided to Stanford; the Board concluded the transactions did not impact her independence given the relatively small amounts and that she had no interest in them .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Pillsbury Winthrop Shaw Pittman LLP | Partner; Executive Board member; Managing Partner of Silicon Valley office | 1993–2001 | Senior leadership role in large law firm; governance exposure |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | Vice President & General Counsel; University Cabinet member | 2001–Present | Oversees legal affairs across university and hospitals |
| Huron Consulting Group, Inc. (Nasdaq: HURN) | Director | Current | Public company board experience in professional services |
Board Governance
- Committee assignments and roles:
- Human Resources Committee: Chair (5 meetings in FY2024) .
- Audit Committee: Member; Audit Committee chaired by George H. Brown; Mr. Brown and Ms. Richardson designated “audit committee financial experts” (not Ms. Zumwalt) (8 meetings in FY2024) .
- Nominating & Governance Committee: Member; chaired by Carol Lindstrom (4 meetings in FY2024) .
- Independence: Independent under Nasdaq; Board reviewed Exponent’s consulting for Stanford of $1,000 (FY2022), $0 (FY2023), and $1,299,000 (FY2024); concluded amounts were relatively small vs. revenues and Ms. Zumwalt had no interest in these transactions .
- Attendance: Board held eight meetings in FY2024; each director attended at least 75% of applicable Board and committee meetings; all directors in office attended the last annual stockholders’ meeting .
- Board leadership: Separate CEO and Chair roles; Lead Independent Director is Karen A. Richardson with defined responsibilities including chairing executive sessions of independent directors .
- Insider trading and pledging: Directors are subject to Exponent’s insider trading policy; hedging and pledging of Exponent securities are prohibited .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $80,000 | Non-employee director cash retainer |
| Committee membership fees | $12,000 | For serving on Audit Committee |
| Committee chair fees | $25,000 | For serving as Chair of Human Resources Committee |
| Other standard director fees | N/A | $15,000 for N&G Chair; $25,000 for Audit Chair; $30,000 Lead Independent Director (not applicable to Ms. Zumwalt) |
| FY2024 cash earned | $117,000 | Fees earned or paid in cash (FY2024) |
| Name | FY2024 Cash ($) | FY2024 Stock Awards ($) | Total ($) |
|---|---|---|---|
| Debra L. Zumwalt | 117,000 | 145,089 | 262,089 |
Performance Compensation
| Equity Grant Type | Grant Date | Shares/Units | Grant-Date Fair Value | Vesting |
|---|---|---|---|---|
| Annual RSU (director grant) | June 6, 2024 | 1,525 | $145,000 | Cliff vest day prior to next annual meeting following grant |
| RSU dividend equivalent rights (DER) | N/A | N/A | N/A | DER accumulate and pay upon vesting; forfeited if underlying award is forfeited |
Director Stock Ownership Guidelines:
- Guideline: 3× annual cash retainer (counts shares owned outright and RSUs; value method specified) .
- Compliance: As of April 9, 2025, all non-employee directors met or are expected to meet within the allowed timeframe .
Other Directorships & Interlocks
| Company | Role | Potential Interlock/Notes |
|---|---|---|
| Huron Consulting Group, Inc. (Nasdaq: HURN) | Director | Exponent’s HR Committee (which Ms. Zumwalt chairs) used a peer set recommended by Compensia that included Huron; Compensia was deemed independent and there were no consultant conflicts . |
Expertise & Qualifications
- Senior legal executive with oversight across complex institutions (Stanford University and hospitals) .
- Extensive governance and leadership experience from managing a major law firm office and serving on executive board .
- Adds legal, compliance, and governance expertise to Exponent’s Board .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Debra L. Zumwalt | 29,821 | <1% | As of April 9, 2025; less than 1% per proxy footnote |
| Unvested RSUs outstanding (1/3/2025) | 1,525 | N/A | Outstanding RSUs as of FY2024 year-end; also noted to be issued upon conversion within 60 days of April 9, 2025 |
| Shares outstanding (company) | 50,757,382 | 100% | As of record date |
Hedging/Pledging:
- Company policy prohibits short sales, hedging, and pledging of company securities for directors and officers .
Governance Assessment
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Strengths:
- Independent director with deep legal and governance experience; chairs Human Resources Committee and serves on Audit and N&G Committees, indicating high engagement and influence on compensation, risk oversight, and board effectiveness .
- Strong attendance disclosure and presence of a Lead Independent Director framework; all directors attended last annual meeting .
- Clear director stock ownership guidelines with broad compliance; equity grants align director incentives with shareholders .
- HR Committee uses independent consultant (Compensia); no consultant conflicts; peer set transparent (includes Huron, FTI, ICF, etc.) .
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Potential conflicts/RED FLAGS:
- Related-party exposure: Exponent provided consulting services to Stanford (where Ms. Zumwalt serves as VP & General Counsel) totaling $1,000 in FY2022, $0 in FY2023, and $1,299,000 in FY2024; Board concluded independence given small amounts and lack of Zumwalt’s interest, but FY2024 spend is notable and warrants continued monitoring .
- Interlock optics: Ms. Zumwalt chairs Exponent’s HR Committee and serves on Huron’s board; Exponent’s HR Committee peer group includes Huron (as recommended by Compensia). While consultant independence was affirmed, investors may scrutinize cross-board relationships that could influence pay benchmarking .
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Additional signals:
- No Section 16(a) delinquency noted for Ms. Zumwalt; the only reported delinquency in FY2024 was for Paul Johnston (late Form 4, remedied via Form 5) .
- Say-on-pay support at ~92.8% in 2024 suggests general shareholder acceptance of executive pay programs overseen by HR Committee (chaired by Ms. Zumwalt) .
Implications: Overall governance posture is constructive—an experienced, independent legal executive leading the HR Committee with formal ownership alignment and robust committee activity. The Stanford transaction and Huron peer interlock are not disqualifying but are meaningful for governance diligence and investor monitoring, especially if Stanford engagements remain elevated or peer benchmarking materially influences executive pay .