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Christina L. Zamarro

About Christina L. Zamarro

Christina L. Zamarro, age 53, is an independent director of L3Harris (LHX) serving since 2022. She is Executive Vice President and Chief Financial Officer of The Goodyear Tire & Rubber Company (since 2023), and on L3Harris’ Board she serves on the Audit and Finance Committees; she is designated an Audit Committee Financial Expert. The Board affirmatively determined she is independent under NYSE and L3Harris standards. Board-level attendance in 2024 was 100% for Board meetings and 99% for committee meetings, with 100% director attendance at the 2024 Annual Meeting.

Past Roles

OrganizationRoleTenureCommittees/Impact
Goodyear Tire & Rubber CompanyEVP & CFO2023–presentCorporate finance leadership, capital markets, ERM, IR
GoodyearVP, Finance and TreasurerMay 2020–2022Treasury, capital structure, banking relationships
GoodyearVP, Corporate FP&A and IR2018–2020Planning, analysis, investor communications
GoodyearMultiple roles: VP IR; Assistant Treasurer, Capital Markets & Risk Mgmt; Director, International Finance & Strategy; Senior Manager, Finance & Strategy2007–2018Strategy, risk, international finance
Ford Motor CompanyFinance positionsPrior to 2007Finance roles (various)

External Roles

Company/OrganizationRoleTenureCommittees/Notes
No current other public company boards listed for Zamarro

Board Governance

ItemDetail
CommitteesAudit (Member; Audit Committee Financial Expert), Finance (Member)
Committee meeting frequency (2024)Audit: 8 meetings; Finance: 2 meetings
IndependenceIndependent (affirmed Feb 2025 review)
Board/committee attendance (Board-level, 2024)Board: 100%; Committee: 99%; Annual Meeting attendance: 100%
Executive sessionsIndependent directors hold executive sessions at every regularly scheduled Board and committee meeting
Overboarding/time commitmentsPolicy allows executives to serve on no more than one other public board; 2025 review confirmed all nominees were in compliance
Ownership/hedging policiesMeaningful stock ownership guidelines; short sales, hedging, and pledging prohibited

Fixed Compensation

ComponentAmount/Terms
Annual cash retainer (Board member)$150,000
Annual equity retainer (Director Share Units)$190,000, granted at Annual Meeting; units vest in one year, paid in shares (subject to deferral)
Committee chair retainersAudit Chair: $30,000; Compensation Chair: $25,000; Other Committee Chair: $20,000 (not applicable to Zamarro)
Meeting feesNone (no additional fees for meeting attendance)
Deferral planDirectors may defer cash/equity into deferred units with dividend equivalents; change-in-control cash payout equals units × FMV, to extent permitted by tax law

Director-specific compensation (Fiscal 2024):

ItemAmount ($)Notes
Fees Earned or Paid in Cash150,000Board retainer
Stock Awards (grant-date fair value)189,836Director share units
All Other Compensation0
Total339,836

Performance Compensation

ElementDesignMetricsVesting
Director Share Units (annual grant)Time-based equityN/A (no performance metrics for director equity)Generally fully vest on one-year anniversary of grant; payable in shares; eligible for deferral
Change-in-control treatment (deferred units)Cash-out equal to units × FMV at CIC, if permitted by tax lawN/ALump sum at CIC or standard timing if not permitted

Other Directorships & Interlocks

CompanyRoleTenureCommittee Positions
No other public company directorships disclosed

Expertise & Qualifications

  • Finance and accounting: corporate finance, M&A, ERM, investor relations; designated Audit Committee Financial Expert
  • Capital markets and banking relationships; internal controls oversight
  • Large, global public-company operating and strategic experience (Goodyear; prior Ford)

Equity Ownership

MeasureValueNotes
Shares Beneficially Owned1,483As of Feb 28, 2025
Shares Under Exercisable Options (60 days)None disclosed
Total Shares Beneficially Owned1,483Less than 1% of outstanding
Unvested Director Share Units~938.05As of Jan 3, 2025 (typical for non-employee directors)
Deferred Units (Director Plan)2,307.33As of Jan 3, 2025
Pledged/Hedged SharesNonePledging and hedging prohibited; none pledged by directors/executives
Stock Ownership Guideline5× annual cash retainer (to be met within 5 years of election)Applies to non-employee directors

Governance Assessment

  • Board effectiveness and independence: Zamarro strengthens financial oversight on Audit and Finance; Audit Committee Financial Expert designation enhances audit quality and ERM oversight; Board-level attendance was strong in 2024.
  • Ownership alignment: Holds common shares and a growing balance of deferred and unvested director units; subject to 5× retainer ownership guideline and prohibited from hedging/pledging, aligning with shareholders.
  • Conflicts/related-party exposure: No related-person transactions involving Zamarro disclosed; she holds no other public company directorships (reducing interlock risk) and complies with time-commitment limits for executives.
  • Compensation structure: Director pay mix balanced between fixed cash and time-based equity with deferral optionality; no meeting fees; change-in-control treatment for deferred units is formulaic, avoiding problematic features.

RED FLAGS

  • None disclosed: No pledging/hedging, no related-party transactions, no overboarding, and strong board-level attendance statistics.