Zig Serafin
MOODYS CORP /DE/About Zig Serafin
Independent director at Moody’s Corporation since July 2021; age 51. Currently CEO of Qualtrics International Inc. (CEO since 2020; Qualtrics taken private in July 2023). Former Corporate Vice President at Microsoft (2009–2016) and General Manager at Tellme Networks following its acquisition by Microsoft (2009–2012). Education: B.S., Brigham Young University. Serves on Moody’s Compensation & Human Resources Committee and Governance & Nominating Committee. Determined independent by the Board. All incumbent directors attended at least 75% of Board and applicable committee meetings in 2024 and 2023.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft | Corporate Vice President | 2009–2016 | Senior product and enterprise leadership in collaboration/AI and user experience domains |
| Tellme Networks (Microsoft) | General Manager | 2009–2012 | Led voice/telephony platform post-acquisition integration |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Qualtrics International Inc. | Chief Executive Officer | 2020–present | CEO; served on Qualtrics public board (2020–July 2023); continues on private company board since take-private |
| Qualtrics International Inc. | Director (Public) | 2020–July 2023 | Public company director until take-private |
| Qualtrics International Inc. | Director (Private) | Since July 2023 | Director of private company post-transaction |
Board Governance
- Independence: Board determined Serafin is independent; Audit, Governance & Nominating, and Compensation & Human Resources Committees are fully independent.
- Committee assignments (2024–2025): Member, Compensation & Human Resources; Member, Governance & Nominating (not a chair).
- Meetings/attendance: Board met 6 times in 2024; all incumbents attended ≥75% of Board and committee meetings (same standard met in 2023; Board met 9 times).
- Executive sessions: Independent directors regularly meet in executive session.
- Committee workload context: 2024 meetings—Audit (8), Governance & Nominating (5), Compensation & Human Resources (6).
- Governance scope of committees Serafin serves on:
- Governance & Nominating: director/CEO succession, sustainability oversight, independence determinations, Board evaluations.
- Compensation & Human Resources: executive evaluation, incentive design, pay governance, sustainability-linked goals; uses independent consultant Meridian (no conflicts) and management’s Aon data.
Fixed Compensation
| Year | Cash Retainer ($) | Committee Chair Fees ($) | Other Cash ($) | Total Cash ($) | Notes |
|---|---|---|---|---|---|
| 2023 | 115,000 | 0 | 0 | 115,000 | Standard non-employee director retainer; no per-meeting fees |
| 2024 | 120,000 | 0 | 0 | 120,000 | Retainer increased; no per-meeting fees |
- Program changes effective 2024: Board cash retainer increased to $120,000; committee chair retainers to $30,000 (not applicable to Serafin).
Performance Compensation
| Component | Metric(s) | Structure | Disclosure |
|---|---|---|---|
| Annual equity grant (Director) | None (time-based) | RSUs vest 1 year after grant; approx. grant-date fair value $210,000 in 2024 | Directors receive time-based RSUs; no performance-vested equity for directors. |
- 2024 grant detail: On Feb 21, 2024, non-employee directors received 561 RSUs ($210,000) vesting one year post-grant.
- 2023 precedent: On Feb 7, 2023, typical non-management director grant 621 RSUs ($195,000).
Director Compensation (Total)
| Year | Cash ($) | Stock Awards ($) | All Other ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 115,000 | 195,131 | — | 310,131 |
| 2024 | 120,000 | 210,038 | — | 330,038 |
- No per-meeting fees; no non-chair committee member fees.
Other Directorships & Interlocks
| Company | Relationship to Moody’s | Potential Interlock/Exposure | Board/Company View |
|---|---|---|---|
| Qualtrics International Inc. (private) | Potential rated entity/customer in broader markets (not specified) | Serafin is CEO; Board’s independence review considers director affiliations with entities rated by Moody’s Ratings; associated fees were <1% of revenues for each such entity and for Moody’s in 2024. | Board found nothing contrary to NYSE and Company independence standards. |
- Related person transaction oversight: Audit Committee policy requires review/approval of related person transactions >$120,000; no director participates in approvals involving themselves.
Expertise & Qualifications
- Deep digital/technology leadership with focus on enterprise collaboration, AI and user experience; CEO/operator background complements Moody’s data/analytics strategy.
- Public company board experience (Qualtrics, when public).
- Education: B.S., Brigham Young University.
Equity Ownership
| As of | Shares Beneficially Owned | Options Exercisable/Within 60 Days | RSUs Vesting Within 60 Days | % of Outstanding | Unvested Director RSUs at Year-End | Pledging/Hedging |
|---|---|---|---|---|---|---|
| Dec 31, 2023 | 1,078 | 0 | 621 | <1% | 621 | Company policy prohibits pledging/hedging by directors. |
| Dec 31, 2024 | 1,699 | 0 | 561 | <1% | 561 | Company policy prohibits pledging/hedging by directors. |
- Director stock ownership guideline: 5× annual cash retainer within five years (currently $600,000 target); as of Dec 31, 2024, all non-employee directors were in compliance.
- Section 16 filings: No delinquency noted for Serafin in 2024; only two late filings for another director were disclosed. (In 2023, one late filing applied to a different officer.)
Governance Assessment
-
Strengths
- Independent, multi-committee service (Compensation & Human Resources; Governance & Nominating) supports oversight of pay, succession, sustainability and board composition.
- Technology/AI operating expertise is directly relevant to Moody’s analytics platform evolution and cybersecurity oversight context.
- Alignment and safeguards: meaningful annual equity in RSUs; robust anti-hedging/anti-pledging; director ownership guideline (5× retainer) with confirmed compliance; comprehensive clawback policy for executives and strong pay governance at the committee level.
- Attendance and engagement: Board met 6× in 2024; incumbents met ≥75% attendance; committee workload well-defined.
- Independence diligence: Board reviews director affiliations with rated entities; fees <1% for each counterparty and for Moody’s; no independence issues found.
-
Watch items
- External CEO role: As CEO of Qualtrics (private), potential for time constraints; any commercial interactions (if any) would fall under related-party policy and independence review; no specific related-party transactions disclosed.
- Shorter relative board tenure (since 2021) compared to some long-tenured directors; mitigated by governance processes (annual evaluations/education) and committee breadth.
Overall, Serafin’s profile is a net positive for board effectiveness—bringing modern software, AI and user experience leadership to Moody’s governance mix—while policies on independence, anti-hedging/pledging, and director ownership address alignment and conflict risks.