John A. Zangardi
QUALYSAbout John A. Zangardi
Independent director at Qualys since 2020; age 64 as of April 23, 2025. Former U.S. government CIO (DHS; Acting CIO DoD) and retired Naval Flight Officer; holds a B.S. in Business Administration (University of Scranton), M.S. in Finance (Naval Postgraduate School), and Ph.D. in Public Policy (George Mason University) . Serves as Chair of the Compensation & Talent Committee and member of the Audit & Risk Committee; classified as a Class II director with term expiring at the 2026 annual meeting . Determined independent under Nasdaq and SEC rules; attended the 2024 annual meeting and met the ≥75% attendance threshold across board/committee meetings in 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Department of Homeland Security | Chief Information Officer (Presidentially appointed) | Nov 2017 – Nov 2019 | Oversaw IT, security, management for DHS; cybersecurity/governance expertise |
| Department of Defense | Principal Deputy CIO; Acting CIO | Oct 2016 – Nov 2017 | Enterprise IT governance; risk oversight at scale |
| Department of Navy | Deputy Assistant Secretary (C4I, IO & Space); Department of Navy CIO | Mar 2011 – Sep 2016; CIO 2014–2015 | Strategic technology leadership; mission-critical systems oversight |
| Leidos, Inc. | SVP, Business Initiatives & Strategic Partnerships (Civil Group) | Nov 2019 – May 2020 | Federal contractor ecosystem; partnership strategy |
| Redhorse Corporation | President; CEO | Jun 2020 – Dec 2024; Dec 2021 – Dec 2024 | Led technology services for government customers; data-driven solutions |
| U.S. Navy | Naval Flight Officer | Prior military career | Operational leadership; defense domain expertise |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Symetrica (private) | Director | Current | Radiation detection company board service |
| Forcepoint (private) | Director | Apr 2021 – Jan 2024 | Prior private software company board role |
| Public company boards | — | — | None (Other Public Co. Boards = 0) |
Board Governance
- Independence: Board determined Zangardi is independent under Nasdaq and SEC rules .
- Board structure: Class II director; term expires 2026 annual meeting .
- Roles: Chair, Compensation & Talent Committee; Member, Audit & Risk Committee .
- Attendance: Board held 4 meetings; Audit 8; Compensation 4; Nominating 4; each director attended ≥75% of meetings in 2024; Zangardi attended the 2024 annual meeting .
- Committee focus and effectiveness:
- Compensation & Talent (Chair): Oversees executive compensation, equity plans, succession planning, DEI/talent strategy .
- Audit & Risk (Member): Oversees financial reporting, auditor independence, risk management including cybersecurity and data privacy, and related-party transactions .
Fixed Compensation
| Component | 2024 Amount/Terms | Evidence |
|---|---|---|
| Annual Board Retainer (cash) | $35,000 per year | |
| Committee Chair Fee (Compensation & Talent) | $15,000 per year | |
| Committee Member Fee (Audit & Risk) | $10,000 per year | |
| Total Cash Fees Paid (2024) | $60,000 | |
| Director RSU Grant (6/12/2024) | 1,313 RSUs; grant date fair value $184,450; vest on earlier of June 12, 2025 or day before 2025 annual meeting, subject to service | |
| Annual Award “intended value” policy | Increased from $200,000 to $250,000 effective Oct 30, 2024; vest as described (time-based for directors) |
Performance Compensation
| Element | Structure | Metrics | 2024 Outcome |
|---|---|---|---|
| Director equity performance linkage | None disclosed; non-employee director awards are RSUs with time-based vesting | N/A | N/A |
Directors at Qualys receive time-based RSUs; no performance-vesting (PSUs) for directors disclosed. This avoids pay-for-performance signals in director comp but aligns through equity ownership and holding policies .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Public company directorships | None (0) |
| Compensation committee interlocks | None; no reciprocal roles with other entities’ compensation committees |
| Related-party transaction oversight | Audit & Risk Committee reviews related-party transactions per policy |
Expertise & Qualifications
- Deep federal IT and cybersecurity leadership (DHS CIO; DoD Acting CIO; Navy technology leadership) supporting risk, compliance, and security oversight on the board .
- Academic credentials in business, finance, and public policy signal analytical rigor for compensation and risk decisions .
- Private-sector executive experience (Leidos; Redhorse) adds operational and partner-strategy perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown/Notes |
|---|---|---|---|
| John A. Zangardi | 10,447 | <1% | Beneficial ownership as of April 15, 2025 |
| Unvested RSUs (as of 12/31/2024) | 1,313 | — | 2024 director RSU grant; unvested year-end |
| Options | 0 | — | No outstanding options; only Hank held options among directors |
| Hedging/Pledging | Prohibited | — | Directors barred from hedging/pledging or margin accounts |
| Ownership Guidelines | ≥6x annual retainer for directors; compliance or within grace period as of 12/31/2024 | — | Policy increased to 6x in Oct 2024; all non-employee directors compliant or within grace |
Insider Trades
| Date | Form | Description | Note |
|---|---|---|---|
| Feb 10, 2025 | Late Form 4 | Reports acquisition of shares made by an immediate family member on Aug 13, 2024 | Identified as a late filing under Section 16(a) |
Governance Assessment
- Committee leadership and independence: As Chair of Compensation & Talent and member of Audit & Risk, Zangardi sits at the center of pay design, succession, DEI, and enterprise risk (including cybersecurity), with independence confirmed; this supports board effectiveness and investor confidence .
- Attendance/engagement: Met ≥75% attendance thresholds and participated in the annual meeting, indicating engagement; board/committee cadence (4/8/4 meetings) is consistent with active oversight .
- Alignment: Holds equity and is subject to enhanced ownership guidelines (6x retainer), with anti-hedging/pledging policies; director equity is time-based RSUs, reinforcing long-term alignment without short-term metric gaming .
- Conflicts/related party exposure: No related-party transactions disclosed involving Zangardi; Audit Committee formally oversees such transactions. One late Section 16 filing (family member) is a minor compliance blemish but not indicative of broader governance risk; note for monitoring .
- Compensation structure signals: Director annual award intended value was raised to $250k in 2024, consistent with peer competitiveness; cash mix reflects retainer plus committee chair/member fees. Equity grants are standard-sized and time-based; no option repricing or tax gross-ups in the program .
RED FLAGS
- Late Section 16(a) Form 4 filing related to family member trade (Feb 10, 2025) .
Overall: Zangardi’s independence, public-sector cybersecurity oversight experience, and leadership of the Compensation & Talent Committee are positives for governance quality. Compensation and ownership structures are aligned with shareholders; no related-party conflicts disclosed, with only a minor late filing to monitor .