Richard F. Zannino
IACAbout Richard F. Zannino
Richard F. Zannino (age 66) is an independent director of IAC, serving since June 2009, and is a Managing Director at CCMP Capital Advisors, LLC, where he sits on the firm’s Investment Committee . He previously served as CEO (2006–2007), COO (2002–2006), and EVP/CFO (2001–2002) of Dow Jones & Company, with earlier executive roles at Liz Claiborne, General Signal (EVP/CFO), and Saks Fifth Avenue . The Board determined he meets Nasdaq independence standards and that he satisfies audit and compensation committee independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Dow Jones & Company | Chief Executive Officer | Feb 2006–Dec 2007 | Resigned upon acquisition by News Corp |
| Dow Jones & Company | Chief Operating Officer | Jul 2002–Feb 2006 | Operational leadership |
| Dow Jones & Company | EVP & Chief Financial Officer | Feb 2001–Jun 2002 | Finance leadership |
| Liz Claiborne | Executive roles | 1998–Jan 2001 | Senior operating experience |
| General Signal | EVP & Chief Financial Officer | Prior to 1998 | Industrial finance expertise |
| Saks Fifth Avenue | Executive roles | Prior period | Retail operations |
External Roles
| Organization | Role | Since | Notes |
|---|---|---|---|
| CCMP Capital Advisors | Managing Director; Investment Committee member | Jul 2009 | Private equity governance |
| The Estée Lauder Companies, Inc. | Lead Independent Director; Director | Jan 2010 | Current board service |
| Ollie’s Bargain Outlet | Director | Jul 2015 | Current board service |
| Hillman Solutions Corp. | Director | Past five years | Prior board service |
| Pace University | Vice Chairman, Board of Trustees | Current | Non-profit governance |
Board Governance
- Committee assignments: Audit Committee member (members: Spoon, Lourd, Zannino) and Compensation & Human Capital Committee member (members: Rosenblatt [Chair], Zannino) .
- 2024 engagement: Board met 4 times; Audit Committee met 8 times; Compensation Committee met 5 times. All directors attended at least 75% of Board/committee meetings on which they served .
- Independence: Board determined Zannino is independent under Nasdaq rules; audit and compensation committees are entirely independent .
- Election mechanics: Zannino is one of three nominees elected by holders of IAC common stock voting as a separate class (along with Braham and Spoon) .
- Executive sessions: Independent directors meet in scheduled executive sessions at least twice a year .
Fixed Compensation
| Component | Amount | Terms |
|---|---|---|
| Annual cash retainer | $50,000 | Paid quarterly, in arrears |
| Audit Committee membership fee | $10,000 | Paid quarterly, in arrears |
| Compensation Committee membership fee | $5,000 | Paid quarterly, in arrears |
| Committee chair fee (if applicable) | $0 | Not a chair |
| Cash fees paid in 2024 | $65,000 | As reported in 2024 non-employee director compensation table |
Performance Compensation
| Item | Detail | Terms |
|---|---|---|
| 2024 stock award value | $249,982 | RSUs granted to non-employee directors annually upon (re-)election |
| RSUs outstanding (12/31/2024) | 8,818 units | As of fiscal year-end 2024 |
| Vesting | Three equal annual installments | Commencing on grant anniversary; unvested forfeited upon end of service |
| Change-of-control | Full acceleration | All director RSUs vest upon change in control |
| Fees deferred in 2024 | $0 | No deferral shown for Zannino in 2024 table |
| Director equity program | Annual RSU grants | Designed to align director and shareholder interests |
Other Directorships & Interlocks
| Company | Role | Committee/Position | Interlock/Notes |
|---|---|---|---|
| The Estée Lauder Companies, Inc. | Lead Independent Director; Director | Lead Independent Director | Ongoing public company governance role |
| Ollie’s Bargain Outlet | Director | – | Ongoing public company governance role |
| Hillman Solutions Corp. | Director (prior) | – | Prior role within last five years |
| Pace University | Vice Chairman, Board of Trustees | – | Non-profit governance |
- Compensation Committee interlocks: In 2024, the Compensation & Human Capital Committee consisted of Rosenblatt (Chair) and Zannino; neither has ever been an IAC officer/employee during committee service (no insider participation) .
Expertise & Qualifications
- Financial literacy and audit oversight experience; Board cited his audit committee experience and risk oversight as strengths .
- Deep public company management background in media, retail, and industrials, plus private equity investment experience aiding acquisition/investment strategy and financing .
- Independent status affirmed; meets SEC/Nasdaq independence standards for audit and compensation committee membership .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Total beneficial ownership (IAC common) | 57,615 shares | Includes vested options/RSUs within 60 days as per methodology |
| Direct common shares | 53,544 shares | Held directly |
| RSUs vesting within 60 days | 4,071 shares | To be received upon vesting, subject to continued service |
| Ownership % of IAC common | <1% | Denoted “*” in ownership table |
| Hedging/pledging | Prohibited | Company-wide policy bans hedging and pledging by Covered Persons |
| Director ownership guideline | Lesser of 5× cash retainer or 12,400 shares | Policy applies to all non-employee directors |
| Guideline status | Exceeds 12,400-share guideline (direct holdings 53,544) | Based on policy and reported holdings |
Governance Assessment
- Strengths: Independent director with dual committee roles (Audit; Compensation), consistent meeting attendance, and significant direct equity holdings exceeding director ownership guideline, supporting alignment . Use of an independent compensation consultant (Compensia) with no conflicts identified enhances compensation governance quality .
- Signals: 2024 Say-on-Pay support ~92% indicates broad shareholder approval of compensation practices, a positive governance signal .
- Conflicts/Related party: Board independence review considered transactions/relationships; Zannino was deemed independent and no relationships interfering with independence were identified. Company trading policy prohibits hedging/pledging, reducing alignment risks .
- Watch items: Multiple external board commitments (Estée Lauder lead independent director; Ollie’s) may pose time-commitment considerations, though IAC reports at least 75% attendance by all directors in 2024 .
RED FLAGS: None disclosed specific to Zannino (no related-party transactions noted; independence affirmed; hedging/pledging prohibited company-wide) .