Debra Zumwalt
About Debra L. Zumwalt
Debra L. Zumwalt, age 69, has served as an independent director of Huron Consulting Group Inc. since 2014. She is Vice President and General Counsel of Stanford University (since 2001), with governance oversight across Stanford University and affiliated hospitals, and brings deep legal, healthcare, and higher education expertise; she holds a J.D. from Stanford Law School and a B.S. in Political Science from Arizona State University . She currently serves on Huron’s Compensation, Nominating & Corporate Governance, and Technology & Information Security Committees , and has been affirmed “independent” by the Board, with Stanford-related consulting revenues <0.2% of Huron’s annual revenues over the past three years .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University | Vice President & General Counsel; University Cabinet member; oversight for Stanford Health Care, Lucile Packard Children’s Hospital, Stanford Management Company; Board of Overseers for SLAC National Accelerator Laboratory | 2001–present | Governance and legal strategy across education and healthcare systems; oversight of >$30B assets via Stanford Management Company |
| Pillsbury Winthrop LLP | Partner; Managing Partner of Silicon Valley office; Governing Board member; Litigation associate prior to partner | 1993–2001 | Law firm leadership and governance; complex litigation |
| Stanford University | Senior University Counsel | 1987–1993 | University legal operations |
| Chevron Chemical Company | Litigation Counsel | (prior to 1987) | Corporate litigation |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Exponent, Inc. (public) | Director; Chair of Human Resources Committee; Member Audit and Nominating & Governance | Since 2014 | Compensation oversight; audit governance; public company board experience |
| American University of Afghanistan (non-profit) | Board of Trustees | Since 2007 | Education governance |
| SUMIT Holding International, LLC; SUMIT Insurance Company Ltd.; PEAC (Stanford-affiliated) | Director | Not specified | Insurance oversight for Stanford hospitals and physicians |
| Board of Overseers, SLAC National Accelerator Laboratory | Board member | Not specified | National lab governance |
Board Governance
- Independence: Board determined Ms. Zumwalt is “independent” under Nasdaq rules; considered Stanford’s payments to Huron (<0.2% of revenues over prior three fiscal years), concluding no impairment of independence .
- Committee assignments: Compensation (member), Nominating & Corporate Governance (member), Technology & Information Security (member) . Committee chairs: Compensation—Hugh E. Sawyer; N&CG—Ekta Singh‑Bushell; T&IS—Joy T. Brown .
- Attendance and engagement: Board held 8 meetings in 2024; overall attendance 99%, and each director attended ≥75% of meetings; company practice is all directors attend committee meetings regardless of membership; all directors attended the 2024 Annual Meeting .
- Board refresh & leadership: Declassification in process; annual elections beginning 2024, fully declassified by 2026; Hugh E. Sawyer appointed non‑executive chairman effective Jan 1, 2025 .
- Risk oversight: Compensation Committee reviews pay risk and human capital; N&CG oversees governance and CSR; T&IS oversees cyber/data protection and AI; Audit oversees ERM, compliance, whistleblower .
Fixed Compensation
| Component (FY 2024) | Amount/Terms |
|---|---|
| Annual cash retainer | $75,000 for non‑employee directors |
| Committee membership retainers | Audit $10,000; Compensation $10,000; N&CG $7,500; T&IS $7,500; Finance $7,500 |
| Committee chair retainers | Audit $25,000; Compensation $20,000; N&CG $15,000; T&IS $15,000; Finance $15,000 |
| Equity grant (RSUs) | $170,000 grant date fair value; vests ratably over 12 quarters; granted at annual meeting price |
| Non‑exec chair retainer | $160,000 (not applicable to Ms. Zumwalt) |
| Director stock ownership guideline | 5x annual cash retainer ($75,000) |
| Director (FY 2024) | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Debra L. Zumwalt | 100,000 | 169,964 | 269,964 |
- Deferred compensation: Directors may defer up to 100% of cash compensation; Ms. Zumwalt deferred cash fees in 2024; her DCP account earnings were $156,827; no above‑market interest is paid .
Performance Compensation
- Director equity is time‑based RSUs; no performance metrics for director awards disclosed . As a Compensation Committee member, Ms. Zumwalt oversees NEO pay‑for‑performance programs.
| Annual Incentive Program Metrics (NEOs) | FY 2024 Target | FY 2024 Actual | Payout vs Target |
|---|---|---|---|
| Organic Revenue (40% weight) | $1.500B | $1.483B | 88% |
| Adjusted EBITDA Margin (35% weight) | 13.0% | 13.54% | 154% |
| Strategic Measures (25% weight) | Pre‑set goals | Mixed—Growth (61%), Margins (103%), People (146%), Financial Strength (200%) | 106.5% |
| Total AIP Outcome | — | — | 115.7% |
| PSU Long‑Term Incentive (NEOs) | Period | Measure | Threshold | Target | Maximum | Actual |
|---|---|---|---|---|---|---|
| 2022–2024 PSU cycle | FY 2022–FY 2024 | Revenues before reimbursable expenses (50%) | $2.870B | $3.375B | $3.880B | $3.980B (200%) |
| 2022–2024 PSU cycle | FY 2022–FY 2024 | Adjusted Diluted EPS (50%) | $9.15 | $10.75 | $12.35 | $14.81 (200%) |
- Clawback: Policy amended Oct 27, 2023 per Rule 10D‑1; further amended Feb 14, 2025 to allow recovery for executive misconduct causing material reputational/financial harm; applies to equity awards; complements Dodd‑Frank recovery .
Other Directorships & Interlocks
| Company | Public/Private | Role | Committees |
|---|---|---|---|
| Exponent, Inc. | Public | Director | Chair HR; Member Audit; Member Nominating & Governance |
- Interlock note: Exponent, Inc. is included in Huron’s 2024 compensation peer group used by the Compensation Committee, which can heighten perceived network influence; peer group listed includes Exponent .
- Independence consideration: Stanford University (Ms. Zumwalt’s employer) engaged Huron for consulting; payments <0.2% of Huron revenues over prior 3 years; Board affirmed independence .
Expertise & Qualifications
- Legal and governance: Extensive corporate governance and legal risk oversight; general counsel across education and healthcare systems .
- Industry: Healthcare and higher education governance expertise; technology oversight through committee work and Stanford roles .
- Board skills: Accounting/finance, corporate governance/law, senior leadership, risk management, technology, global business, healthcare, higher education, public company board .
Equity Ownership
| As of Record Date (Mar 10, 2025) | Quantity |
|---|---|
| Total beneficial ownership (common shares) | 23,993 |
| Unvested RSUs vesting within 60 days | 608 |
| Additional unvested RSUs (excluded from “beneficial”) | 2,621 |
| Options | None disclosed for directors |
| Stock ownership guideline compliance | Directors comply with guidelines (5x retainer) |
| Hedging/pledging | Prohibited by Insider Trading Policy |
Governance Assessment
- Strengths
- Verified independence with explicit analysis of Stanford relationship, de minimis revenue exposure (<0.2% of Huron revenues), and formal Board conclusions .
- High engagement: Board 99% attendance; practice of all directors attending committee meetings; robust committee cadence (Compensation 7; N&CG 4; T&IS 5) .
- Pay governance quality: Independent consultant (Pay Governance LLC), annual risk assessment, double‑trigger CoC benefits, robust clawback expanded Feb 2025, annual say‑on‑pay with strong support (98%) .
- Director ownership alignment: 5x retainer guideline; directors in compliance; director equity via long‑vesting RSUs .
- Board refresh and declassification program enhances accountability; non‑executive chair leadership separate from CEO .
- Potential Risks / RED FLAGS
- Interlock: Ms. Zumwalt is a director at Exponent, which is in Huron’s compensation peer group—may raise perceived influence over benchmarking if not well‑managed. Oversight mitigants include use of independent consultant and committee independence.
- Related‑party exposure: Stanford’s consulting relationship with Huron exists; Board reviewed and deemed immaterial (<0.2% of revenues) and non‑impairing to independence, but remains a monitoring point.
- Deferred compensation participation: She defers board cash fees; while standard, sizable account earnings ($156,827) should be monitored for optics; company pays no above‑market interest.
- Signals for investor confidence
- Clear pay‑for‑performance outcomes (AIP 115.7%; 2022–2024 PSU payout 200%) under rigorous metrics overseen by a fully independent Compensation Committee including Ms. Zumwalt .
- Enhanced clawback policy and hedging/pledging prohibitions reduce governance and alignment risk .
- Strong say‑on‑pay support (98%) and active investor outreach (top holders engaged) reflect alignment with shareholders .
Say‑on‑Pay & Shareholder Feedback
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Say‑on‑pay approval | 98% | 98% |
| Investor outreach coverage (by institutional ownership) | — | ~42.5% of outstanding shares among institutions; 15 of top 25 holders met |
Compensation Committee Analysis
- Composition: Joy T. Brown, H. Eugene Lockhart, Debra L. Zumwalt; chaired by non‑executive chairman Hugh E. Sawyer .
- Consultant: Pay Governance LLC serves as independent advisor; annual conflict‑of‑interest review noted no conflicts .
- Peer group: 15 peers including Exponent; reviewed annually; 2024 added Perficient and R1 RCM, removed Veradigm .
- Practices: Annual pay risk assessment; no hedging/pledging; double‑trigger CoC; clawback policy; stock ownership requirements .
Related Party Transactions
- Independence review explicitly considered Stanford University’s payments for Huron consulting; revenues were <0.2% of Huron annual revenues over the prior three years; Board determined relationship does not impair independence .
- No other related‑party transactions disclosed for Ms. Zumwalt in the proxy .
Board Meeting & Committee Cadence (FY 2024)
- Board meetings: 8
- Audit: 8
- Compensation: 7
- Nominating & Corporate Governance: 4
- Technology & Information Security: 5
- Finance & Capital Allocation: 6
Notes
- No Section 16(a) delinquent filing noted for Ms. Zumwalt; 2024 late filings cited for two other insiders (Roth and Featherstone) .
- Director compensation excludes executives (Roth, Hussey); non‑exec chair retainer applicable to Sawyer .
- Insider Trading Policy prohibits hedging and pledging; ownership compliance affirmed for non‑employee directors .