Anthony Zingale
About Anthony Zingale
Anthony Zingale, age 69, has served as an independent director of ON24, Inc. since April 2022. He is a former technology CEO with extensive enterprise software leadership, including CEO roles at Mercury Interactive and Clarify, and Executive Chairman/CEO at Jive Software. He holds a BS in Electrical and Computer Engineering and a BA in Business Administration from the University of Cincinnati . He is currently a Class I director standing for a one-year term expiring at the 2026 annual meeting and is deemed independent under NYSE and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Jive Software, Inc. | Executive Chairman; CEO | Exec Chair: Jan 2015–Jun 2017; CEO: Jan 2010–Dec 2014 | Led social collaboration pioneer through scale-up and sale process |
| Mercury Interactive Corporation | President & CEO | 2004–2006 | Led business technology optimization firm through merger with HP |
| Clarify, Inc. | President & CEO | 1998–2001 | Led CRM company through acquisition |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Carbon Black, Inc. | Director | Dec 2015–Dec 2019 | Public cybersecurity company; prior public board service |
Board Governance
- Committee assignments: Member, Compensation Committee; Independent director .
- Board independence: Board determined all directors except CEO are independent; Zingale is independent .
- Attendance: Board met 6 times in 2024; all incumbent directors attended ≥75% of combined board and committee meetings; seven directors attended the 2024 annual meeting. In 2023, board met 12 times; all incumbent directors attended all meetings during their service .
- Board leadership: CEO serves as Board Chair; Anil Arora is Lead Independent Director; independent directors meet in regular executive sessions .
- Declassification: Board moving to annual elections by 2026; Zingale’s Class I term expires at the 2025 annual meeting with re-election for one year .
| Governance Item | 2023 | 2024 |
|---|---|---|
| Board meetings held | 12 | 6 |
| Compensation Committee meetings | 7 | 5 |
| Nominating & Governance Committee meetings | 4 | 4 |
| Audit Committee meetings | 4 | 4 |
| Attendance threshold disclosed | All directors ≥75% (and all attended) | All directors ≥75% |
Fixed Compensation
| Year | Cash Fees ($) | Components | Equity Grants ($) | Total ($) |
|---|---|---|---|---|
| 2023 | 54,850 | Annual retainer; committee member fees per policy (Audit member $10k; Comp member $6k; Nominating member $3,750; chairs and lead director higher) | 183,365 | 238,215 |
| 2024 | 56,000 | Annual retainer; Compensation Committee member fees | 176,658 | 232,658 |
Policy highlights:
- Annual Board Service Retainer: $50,000; committee member fees: Audit $10,000, Compensation $6,000, Nominating $3,750; committee chairs and Lead Independent Director receive higher retainers .
- Annual director equity grant (RSU) valued at $175,000; vesting on earlier of the next annual meeting or one year from grant; Initial RSU for new directors valued at $450,000, vesting one-third annually over three years; change-of-control full acceleration for non-employee directors .
Performance Compensation
Directors receive time-based RSUs, not performance-based equity; no revenue/EBITDA/TSR metrics apply to director compensation.
| Component | Metric/Term | Detail |
|---|---|---|
| Annual RSU | Value-based | $175,000 grant value, share count determined by 20-day average price; vests at next annual meeting or 1 year |
| Initial RSU (new director) | Time-based | $450,000 grant value; vests one-third per year over three years |
| Change-of-control | Acceleration | Outstanding director equity fully vests immediately prior to change-of-control |
Other Directorships & Interlocks
- Current public company boards: None disclosed for Zingale in ON24’s proxy .
- Prior public company boards: Carbon Black, Inc. (2015–2019) .
- Interlocks: No compensation committee interlocks disclosed; committee members (including Zingale) had no related-party relationships requiring disclosure .
Expertise & Qualifications
- Education: BS in Electrical and Computer Engineering; BA in Business Administration, University of Cincinnati .
- Domain expertise: Enterprise software leadership (CRM, IT optimization, collaboration) and public-company governance; Member of ON24’s Compensation Committee, contributing to pay philosophy and equity plan oversight .
Equity Ownership
| Date (Record) | Shares Beneficially Owned | % of Outstanding | Notes |
|---|---|---|---|
| Feb 29, 2024 | 40,824 | <1% | As reported in 2024 proxy |
| Feb 28, 2025 | 75,212 | <1% | As reported in 2025 proxy |
| RSUs Outstanding (12/31/2023) | 47,229 | n/a | Unvested director RSUs |
| RSUs Outstanding (12/31/2024) | 43,039 | n/a | Unvested director RSUs |
Policy on pledging/hedging:
- Insider trading policy and corporate governance guidelines prohibit short sales, pledging, hedging, and other monetization transactions; no pledging by directors disclosed .
Insider Trades (Form 4)
| Filing Date | Transaction Date | Type | Shares Granted/Transacted | Post-Transaction Ownership | Link |
|---|---|---|---|---|---|
| 2024-06-25 | 2024-06-21 | A (Award) | 30,198 | 105,410 | https://www.sec.gov/Archives/edgar/data/1110611/000156218024005296/0001562180-24-005296-index.htm |
| 2025-06-24 | 2025-06-20 | A (Award) | 31,855 | 137,265 | https://www.sec.gov/Archives/edgar/data/1110611/000156218025005026/0001562180-25-005026-index.htm |
These awards are consistent with ON24’s annual director RSU program and reflect continued equity alignment .
Governance Assessment
- Independence and engagement: Zingale is independent, serves on the Compensation Committee, and the board discloses robust attendance (≥75%) and frequent committee meetings—supporting effective oversight of pay plans, equity incentives, and governance policies .
- Alignment: Director pay mixes modest cash with annual RSUs; his beneficial ownership increased from ~41k to ~75k shares year-over-year, and he holds unvested RSUs—indicating rising exposure to ONTF equity performance .
- Conflicts/related parties: No related-party transactions involving Zingale are disclosed. ON24’s related-person policy and audit committee oversight mitigate conflict risk; the proxy lists unrelated RPTs (IT services via a CTO family connection) handled through standard processes .
- Risk indicators: No legal proceedings or Section 16 delinquency disclosures involving Zingale; insider policy restricts hedging/pledging. Compensation Committee uses independent consultant Compensia with no conflicts reported .
- Structural context: CEO-Chair combined role balanced by a Lead Independent Director and regular executive sessions. The board is declassifying by 2026, improving accountability through annual elections .
Overall signal: Zingale’s deep enterprise software background and Compensation Committee role strengthen pay oversight and strategic alignment. Absence of conflicts, increasing share ownership via RSUs, and adherence to prohibitions on pledging/hedging support investor confidence in governance quality .