Robert Zollars - Lead Independent Director | Five9 (FIVN) Executive Profile & Compensation

About Robert Zollars

Independent director at Five9 since December 2013; age 67. Former Chairman and CEO of Vocera Communications (2007–2013), then Executive Chairman until May 2014 and Chairman until June 2015. Education: B.S. in Marketing (Arizona State University, Trustee) and M.B.A. in Finance (John F. Kennedy University); NACD Board Leadership Fellow. Five9 skills matrix designates expertise in executive leadership, other public company board experience, technology, finance, sales/marketing, enterprise risk management, cloud business, and international expansion; not specifically flagged for cybersecurity/privacy or AI expertise .

Past Roles

Organization	Role	Tenure	Committees/Impact
Vocera Communications, Inc.	Chairman & CEO; Executive Chairman; Chairman	2007–2013; to May 2014; to June 2015	Led company through growth; later served on board until 2015
Change Healthcare Inc.	Director	2017–2022	Technology provider to healthcare; company sold to United Healthcare in 2022
Frazier Healthcare Partners	Senior Advisor; formerly Operating Partner	Since Nov 2014	Growth equity firm oversight; portfolio company support
Parata (Frazier portfolio)	Executive Chairman	2015–2022	Sold to Becton Dickinson in 2022
Diamond Foods, Inc.	Director; Chairman of Board	2005–2016; 2012–2016	Company acquired by Snyder’s-Lance in 2016
VWR International, LLC	Director	2004–2017	Global life sciences supplier

External Roles

Organization	Role	Tenure
Arizona State University	Trustee	Current as disclosed
NACD	Board Leadership Fellow	Current credential

Board Governance

Independence: Board determined Zollars is independent under NASDAQ standards .
Committee assignments: Chair, Compensation Committee; Member, Nominating & Governance Committee. Compensation Committee met 4 times in 2024; Nominating & Governance met 8 times in 2024 .
Attendance: Board met 20 times in 2024; Zollars attended ≥75% of aggregate Board and committee meetings (only one director, Iskow, was below at 72%) .
Annual meeting attendance: Attended the May 14, 2024 annual meeting .
Lead Independent Director: David Welsh (since 2014), relevant for governance context .

Fixed Compensation

Component	Policy Amount	Zollars 2024 Cash Earned
Board Annual Retainer	$35,000
Compensation Committee Chair Fee	$15,000
Nominating & Governance Committee Member Fee	$4,500
Total Fees Earned (Cash)		$54,500

No meeting fees disclosed; non-employee director cash paid via quarterly installments .

Performance Compensation

Equity Award	2024 Stock Awards (Fair Value)	Unvested RSUs (12/31/2024)	Vesting Terms	Change-in-Control Terms
Annual RSU grant	$199,991	3,755	Annual RSU vests in full at earliest of 1-year anniversary, immediately prior to next annual meeting, or upon change in control, subject to service	Director RSUs vest in full upon change in control (as defined in 2014 Plan)

New director grants (not applicable to Zollars in 2024): $400,000 RSUs vesting in 3 annual tranches plus pro-rated $200,000 first-year RSU; annual RSU is $200,000; all director RSUs accelerate at change-in-control; 2025 policy unchanged .

Other Directorships & Interlocks

Company	Type	Current/Prior	Notes
Change Healthcare Inc.	Public	Prior	Director; company sold to United Healthcare in 2022
Diamond Foods, Inc.	Public	Prior	Director and Chairman; acquired by Snyder’s-Lance in 2016
VWR International, LLC	Public/Private	Prior	Director; life sciences supplier
Vocera Communications, Inc.	Public (until acquisition)	Prior	Chairman & CEO; Executive/Non-Exec roles through 2015

Interlocks/Network ties: Shared historical Vocera board involvement with current Five9 directors Michael Burkland (Vocera director 2016–2022) and Julie Iskow (Vocera director 2019–2022) .

Expertise & Qualifications

Designated skills: Executive leadership; other public company boards; technology industry; financial; sales/marketing and go-to-market; enterprise risk management; cloud business; international expansion. Not marked for cybersecurity/privacy or AI in the matrix .

Equity Ownership

Holder	Common Shares	RSUs Vesting ≤60 Days	Total Beneficial	% Outstanding	Notes
Robert Zollars	66,560	3,755	70,315	<1%	64,776 shares directly; 1,784 via family limited partnership

Director/Executive ownership guidelines: Directors must hold the lesser of 300% of annual retainer or 9,000 shares; as of year-end 2024, all non-employee directors met guidelines except Iskow, Gupta, and Walker (still within compliance window). Hedging and pledging are prohibited; clawback policy in place for Section 16 officers .

Governance Assessment

Committee leadership and independence: As Compensation Committee Chair, Zollars oversees pay programs with independent membership and an independent advisor; no interlocks or insider participation were disclosed .
Pay-for-performance signals: 2024/2025 actions increased PRSU share for NEOs, moved short-term incentives to annual period, and added levered free cash flow (30%) alongside revenue (70%) in 2025—aligning incentives with growth and cash discipline; double-trigger CoC maintained; no tax gross-ups; limited perquisites; formal clawback policy adopted .
Shareholder feedback: Say-on-pay support improved to ~72% in 2024 following program changes; continued engagement and refinement noted, indicating responsiveness under Zollars’s committee leadership .
Attendance and engagement: ≥75% meeting attendance and presence at the 2024 annual meeting support strong engagement .
Conflicts/related-party exposure: No related-party transactions >$120,000 since Jan 1, 2024; Audit Committee reviews related party transactions under formal policy .
RED FLAGS: None observed on pledging/hedging (prohibited), related-party transactions (none disclosed), tax gross-ups (none), or option repricing; note board’s classified structure and supermajority provisions exist at company level, but no director-specific governance concerns identified for Zollars in 2024–2025 .