Anthony Zingale
LIVEPERSONAbout Anthony Zingale
Independent director of LivePerson (LPSN), appointed July 11, 2025 as a Class I director with a term through the 2028 annual meeting. Veteran enterprise software operator and board member (Jive Software, Mercury Interactive, Clarify), with current board role at ON24; appointed to LivePerson’s Compensation and Nominating & Corporate Governance Committees. Company disclosed no related-party transactions and plans to enter its standard indemnification agreement with him. Selected cooperatively under an agreement with Vector Capital (activist/financing partner).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jive Software | CEO and Executive Chairman | Not disclosed | Led company through IPO; established leadership in enterprise collaboration |
| Mercury Interactive | President & CEO | Not disclosed | Company later acquired by Hewlett-Packard |
| Clarify, Inc. | President & CEO | Not disclosed | Company later acquired by Nortel Networks |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| ON24 | Director | Public | Current board service |
| Expressive | Director | Private | Current board service |
| Athos Therapeutics | Director | Private | Current board service |
Board Governance
| Attribute | Detail |
|---|---|
| Appointment date | July 11, 2025 (press release issued July 17, 2025) |
| Director class & term | Class I; term expires at 2028 Annual Meeting |
| Committee assignments | Compensation Committee – Member; Nominating & Corporate Governance Committee – Member |
| Committee independence | These committees are composed entirely of independent directors under Nasdaq rules |
| Chair roles | None disclosed |
| Selection mechanism | Appointed pursuant to the October 20, 2024 Vector Capital agreement (attached to Oct. 23, 2024 8-K) |
| Indemnification | Company intends to enter standard director indemnification agreement (form on file) |
| Related-party review | Company disclosed he is not party to transactions requiring Item 404(a) disclosure |
Fixed Compensation
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee director) | $35,000 | |
| Chair of the Board additional retainer | $50,000 | |
| Committee member fees | Audit: $10,000; Compensation: $7,500; Nominating & Corporate Governance: $5,000 (paid quarterly/prorated) | |
| Committee chair fees | Audit: $20,000; Compensation: $15,000; Nominating & Corporate Governance: $10,000 (paid quarterly/prorated) | |
| Annual equity grant (policy) | $200,000 in RSUs (cliff vests after one year; number of shares based on a minimum conversion price to mitigate dilution; resulting grant-date fair value may be less than $200,000) | |
| Zingale-specific cash/equity fees | “Standard annual director fees and benefits” per company disclosure |
Notes
- Non-employee director and executive stock ownership guidelines: directors must hold equity equal to 5x annual cash retainer within five years of start date (or five years from April 2022 policy adoption, if earlier). Pledging and hedging are prohibited.
Performance Compensation
| Performance-linked elements in director pay | Details |
|---|---|
| Director pay metrics | None disclosed for directors; annual director equity retainer is time-based RSUs under policy |
| Zingale initial equity | One-time stock option to purchase 400,000 shares, vesting in equal annual installments over three years following appointment (time-based; no performance condition disclosed) |
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of Sept. 15, 2025 record date) | 0 shares; less than 1% of outstanding. SEC definition includes only options exercisable or RSUs vesting within 60 days; his initial option likely excluded under this definition. |
| Outstanding awards | Stock option for 400,000 shares; vests in three equal annual installments following July 11, 2025 appointment; granted under the Amended & Restated 2019 Stock Incentive Plan. Strike price and expiration not disclosed in 8-K. |
| Ownership guidelines | Required to reach 5x annual cash retainer within five years of start (i.e., by ~July 2030), per policy. No pledging/hedging permitted. |
Other Directorships & Interlocks
| Company/Entity | Role | Potential Interlock/Conflict |
|---|---|---|
| ON24 (public) | Director | No LivePerson-related conflict disclosed; Company states no Item 404(a) related-party transactions for Zingale |
| Expressive (private) | Director | None disclosed |
| Athos Therapeutics (private) | Director | None disclosed |
Company policy requires Audit Committee review and pre-approval of related-party transactions; none were reported for Zingale.
Expertise & Qualifications
- 40+ years in enterprise software, spanning product development, go-to-market, scaling global operations, and value creation; led Jive Software through IPO. Prior CEO roles at Mercury Interactive and Clarify. Current board experience at ON24 and multiple private companies.
- Committee placement on Compensation and Nominating & Corporate Governance at LivePerson aligns with his operational and governance credentials.
- No disclosed legal proceedings or late Section 16 issues specific to Zingale; company reports director/officer Section 16 compliance for FY2024, with one late Form 4 attributed to Vector, not to Zingale.
Governance Assessment
- Alignment and incentives: Initial option grant (400,000 shares) adds upside leverage beyond the standard RSU-based director equity policy—potentially positive for alignment but incrementally dilutive; vesting is service-based (no performance gate). Monitor future equity mix vs. policy and evolving dilution.
- Independence and oversight: Appointment to Compensation and Nominating & Corporate Governance—committees composed solely of independent directors under Nasdaq rules—positions him to influence pay practices and board refreshment.
- Ownership and policy compliance: As of Sept. 15, 2025, beneficial ownership is de minimis; LivePerson’s director ownership guideline (5x retainer within five years) sets a path to increase skin-in-the-game by ~July 2030.
- Conflicts and red flags: Company disclosed no related-party transactions for Zingale. However, the board seat was filled under the Vector Capital agreement, signaling investor/creditor influence in board composition—watch for potential alignment or tensions between financing partners and broader shareholders. Pledging/hedging prohibited by policy.
- Broader governance climate: Shareholders supported say-on-pay with 88% approval in 2024, suggesting base-line confidence in compensation governance ahead of his tenure.
RED FLAGS to monitor
- Activist/financing-driven appointment under Vector agreement—evaluate ongoing independence and committee actions relative to all shareholders.
- Unusual initial option grant vs. policy RSU baseline—track any repricing/modifications or outsized future awards.