Barry Zwarenstein
About Barry Zwarenstein
Independent Class II director of ON24, Inc. since August 2020; age 76; MBA from Wharton, Bachelor of Commerce from University of KwaZulu-Natal; Chartered Accountant (South Africa). Former CFO of Five9, Inc. through March 2025 (and Interim CEO Dec 2017–May 2018); currently serves on JFrog Ltd.’s board and chairs its audit committee; designated ON24’s audit committee financial expert and chairs ON24’s audit committee .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Five9, Inc. | Chief Financial Officer | Jan 2012 – Mar 2025 | Public company CFO; also Interim CEO Dec 2017 – May 2018 |
| Various technology companies | Senior financial positions | Not disclosed | Senior-level finance roles (general disclosure) |
External Roles
| Organization | Role | Tenure | Committees |
|---|---|---|---|
| JFrog Ltd. | Director | Current | Audit Committee Chair |
Board Governance
- Independence: Board determined all directors except the CEO are independent; Barry is independent .
- Committees: Audit Committee Chair; Compensation Committee member; designated audit committee financial expert by the Board .
- Board structure: Class II director; term expires at 2026 annual meeting as part of phased declassification .
- Attendance: Board met 6 times in 2024; all incumbent directors attended at least 75% of combined board and committee meetings; audit met 4 times, compensation 5 times, nominating & governance 4 times .
- Lead Independent Director: Anil Arora .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| 2024 Cash Fees (Barry) | $81,000 | Sum of Board Retainer ($50,000), Audit Chair ($25,000), Compensation Member ($6,000) |
| Annual Board Service Retainer (policy) | $50,000 | Non-Employee Director Compensation Policy |
| Audit Committee – Member (policy) | $10,000 | |
| Audit Committee – Chair (policy) | $25,000 | |
| Compensation Committee – Member (policy) | $6,000 | |
| Compensation Committee – Chair (policy) | $15,000 | |
| Nominating & Governance – Member (policy) | $3,750 | |
| Nominating & Governance – Chair (policy) | $10,000 | |
| Lead Independent Director (policy) | $40,000 |
Performance Compensation
| Component | Amount / Terms | Notes |
|---|---|---|
| 2024 Stock Awards (grant-date fair value; Barry) | $176,658 | ASC 718 grant-date fair value; actual value realized may differ |
| Annual RSU grant (policy) | $175,000 value | Vests at next annual meeting or 1-year anniversary; service requirement; accelerates on change of control per 2021 Plan |
| Initial RSU for new directors (policy) | $450,000 value | Vests one-third annually over three years; service requirement; change-of-control acceleration per 2021 Plan |
| Change-of-control terms (directors) | Full vesting immediately prior to change of control | Applies to then-outstanding director equity awards per 2021 Plan |
Other Directorships & Interlocks
| Company | Type | Relationship/Notes |
|---|---|---|
| JFrog Ltd. | Current public company board | Audit Committee Chair |
| Five9, Inc. | Prior executive role | CFO until Mar 2025; Interim CEO in 2017–2018 |
Compensation Committee Interlocks: None disclosed for ON24’s compensation committee in 2024; no insider participation .
Expertise & Qualifications
- Audit Committee Financial Expert designation by ON24’s Board .
- Chartered Accountant (South Africa); MBA (Wharton); extensive public company CFO experience .
- Deep finance, accounting, and audit oversight expertise; chairs ON24’s audit committee .
Equity Ownership
| Item | Amount | Date/Status |
|---|---|---|
| Beneficial ownership (shares) | 203,367 | As of Feb 28, 2025; <1% |
| RSUs outstanding | 30,198 | As of Dec 31, 2024 |
| Stock options held | 110,834 | All vested as of Dec 31, 2024 |
Hedging/Pledging: ON24’s insider trading policy prohibits short sales, pledging, hedging or other monetization transactions; overseen by the nominating & governance committee .
Governance Assessment
-
Strengths:
- Independent director with strong financial credentials; designated audit committee financial expert; chairs audit committee; member of compensation committee .
- Attendance met minimum thresholds; board and committee cadence appears robust (6 board meetings; audit 4; compensation 5; N&G 4) .
- Director equity aligns interests (Annual RSUs; service-based vesting); change-of-control treatment clearly disclosed .
-
Potential risks/RED FLAGS:
- 2021 Equity Incentive Plan permits option/SAR repricing without further stockholder approval, which some investors view unfavorably; while this is a plan feature, no specific repricing activity is disclosed tied to Barry .
- No related-party transactions disclosed involving Barry; overall related-party items center on an IT consulting relationship with a relative of a company executive (not Barry) .
-
Director pay mix and alignment:
- 2024 compensation comprised $81,000 cash and $176,658 equity; policy includes fixed retainers and annual RSU grants, reinforcing equity alignment .
-
Independence and conflicts:
- Board independence affirmed; compensation committee independence affirmed; no compensation committee interlocks; no Barry-related related-party transactions disclosed .
-
Shareholder safeguards:
- N&G oversight of insider trading policy with prohibitions on hedging/pledging; audit committee oversight of related-party transactions and cybersecurity risk .