Bonnie Kintzer
About Bonnie Kintzer
Bonnie Kintzer (age 63) is an independent Class I director of Thryv Holdings, Inc. (THRY) serving since 2020. She is President & CEO of Trusted Media Brands, Inc. (since April 2014) and holds an MBA from Harvard Business School and a BA from Clark University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Trusted Media Brands, Inc. | President & CEO; Director | Apr 2014–present | Led digital-first rebranding of Reader’s Digest Association into Trusted Media Brands |
| Women’s Marketing Inc. | CEO; Director | CEO Apr 2010–Mar 2014; Director Sep 2009–Dec 2015 | Marketing leadership and governance experience |
| Reader’s Digest Foundation | Chairperson | Until Mar 2022 | Philanthropic leadership |
| MPA – The Association of Magazine Media | Chair | Apr 2021–Jun 2022 | Industry leadership (media) |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| United Through Reading | Chairperson, 40 Million Story Campaign | Current | Non-profit leadership |
| Union Savings Bank | Director | Oct 2020–Mar 2022 | Financial services board experience |
| SilverSPAC | Director | Sep 2021–Sep 2023 | Prior public company board |
Board Governance
- Independence: Thryv’s board determined Ms. Kintzer is independent under SEC and Nasdaq rules .
- Committee assignments: Chair, Compensation Committee; the committee met six times in 2024; all members are independent .
- Attendance: In 2024, the board met five times; each director attended at least 75% of board and committee meetings; all directors except Ms. Zynczak attended the 2024 annual meeting (implies Ms. Kintzer attended) .
- Board leadership: CEO Joseph Walsh serves as Chair; John Slater is Lead Independent Director; non-management directors meet regularly in executive session .
- Nomination history and independence signal: Ms. Kintzer was originally nominated by GoldenTree at direct listing; those nomination rights have since expired (reduces sponsor influence) .
Committee Roster Snapshot (2024)
| Committee | Members | Chair | 2024 Meetings |
|---|---|---|---|
| Compensation | Bonnie Kintzer; John Slater; Lauren Vaccarello | Bonnie Kintzer | 6 |
| Audit | Amer Akhtar; John Slater; Heather Zynczak | John Slater | 4 |
| Nominating & Corporate Governance | Amer Akhtar; Ryan O’Hara; Lauren Vaccarello | Ryan O’Hara | 4 |
Fixed Compensation
| Component (FY2024) | Amount | Notes |
|---|---|---|
| Annual board retainer (cash) | $100,000 | Standard for non-employee directors; paid quarterly in advance |
| Committee chair fee (cash) | $20,000 | Compensation Committee chair |
| Total cash fees (Bonnie Kintzer) | $120,000 | As reported for FY2024 |
| Meeting fees | $0 | Not used; compensation uses retainers |
Performance Compensation
Directors receive time-based RSUs, not performance-based equity. Ms. Kintzer received an annual RSU grant valued at $140,000 in June 2024 vesting on the one-year anniversary of grant; closing price on grant date was $19.01 .
| Equity Component (FY2024) | Grant Date | Value | Vesting | Notes |
|---|---|---|---|---|
| RSUs (annual director grant) | Jun 13, 2024 | $140,000 | Vests in full at 1 year | Annual grant under 2020 Plan; all non-employee directors received same grant |
As Compensation Committee Chair, Ms. Kintzer oversees executive pay design. For context on committee oversight, Thryv’s FY2024 executive STI plan used the following metrics and outcomes:
| Metric (STI) | Weight | Target | Actual FY2024 (Adj.) | Component Payout | Notes |
|---|---|---|---|---|---|
| Adjusted EBITDA | 25% | $166.00m | $161.95m | 102.4% weighted average payout for Company metrics (75% of STI); individual component at 100% | Company performance component (75% of STI) blended across EBITDA/FCF/SaaS revenue |
| Free Cash Flow | 25% | $55.00m | $60.67m | See above | Definition and gates per proxy |
| Reported SaaS Net Revenue | 25% | $316.00m | $330.06m | See above | Supports SaaS transition focus |
| Individual Performance | 25% | 100% | 100% | 100% | Individual goals funded only if EBITDA ≥ $150m |
Other Directorships & Interlocks
- Current public company boards: None disclosed other than Thryv .
- Prior public company boards: SilverSPAC (2021–2023) .
- Compensation Committee interlocks: None—no Thryv NEO served on another company’s board comp committee, and Thryv comp committee members were not company officers .
Expertise & Qualifications
- CEO/operator with deep media and digital marketing experience; led Reader’s Digest Association’s transformation to a digital-first brand (Trusted Media Brands) .
- Governance experience as committee chair and prior non-profit and industry association leadership (Reader’s Digest Foundation; MPA) .
- Education: MBA (Harvard Business School); BA (Clark University) .
Equity Ownership
| Item | Amount | Detail |
|---|---|---|
| Shares owned directly | 11,808 | As of April 15, 2025 |
| Options exercisable within 60 days | 55,556 | Included in beneficial ownership; exercisable within 60 days |
| RSUs vesting within 60 days | 7,364 | Included in beneficial ownership calculation |
| Total beneficially owned | 74,728 | Sum of above; <1% of outstanding shares |
| Outstanding director equity (12/31/2024) | 7,364 RSUs; 55,556 options | Director awards outstanding at FY end |
| Ownership guidelines | 3× annual retainer for non-employee directors | Adopted Aug 2022; monitored by the committee |
| Hedging/pledging | Prohibited for directors | Anti-hedging and anti-pledging policy in place |
Governance Assessment
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Strengths
- Independent director; chairs the Compensation Committee with six meetings in 2024; all members independent .
- Strong attendance culture; each director attended ≥75% of meetings; Ms. Kintzer attended the 2024 annual meeting (only Ms. Zynczak was absent) .
- Stock ownership alignment via director RSUs and ownership guidelines (3× retainer); anti-hedging/pledging policy enhances alignment .
- Uses an independent compensation consultant (Lyons Benenson) and reports no compensation committee interlocks; compensation risk review found no undue risk .
- Original sponsor nomination rights (including GoldenTree) have expired, reducing potential sponsor influence on board composition .
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Watch items / RED FLAGS
- Company-level: A 2019 stock option repricing was approved in 2020 for certain officer grants (not director grants per the disclosed table); option repricing can be viewed negatively by some investors .
- Company-level related party exposure: New $350m term loan (May 1, 2024) with ~40% held by BlackRock, a 16.4% shareholder—this dual role (lender and significant shareholder) merits continued board oversight, though it is disclosed and subject to related-party transaction review policy .
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Overall: Ms. Kintzer brings relevant operator and digital marketing experience, leads the Compensation Committee with independent oversight, and maintains alignment via equity and ownership policies. No related-party transactions involving Ms. Kintzer were disclosed, and independence safeguards (anti-hedging/pledging; expired nomination rights) support investor confidence .