Heather Zynczak
About Heather Zynczak
Independent Class II Director at Thryv Holdings since 2020; age 53 in 2025; currently not standing for re-election at the 2025 Annual Meeting . She is a seasoned SaaS marketing leader and Audit Committee financial expert with prior CMO roles at AlphaSense (current), Pluralsight, and Domo; education includes BBA in Finance (UT Austin) and MBA (Wharton) . The Board determined her independence in 2024 and reconfirmed her independence for Audit Committee service in 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AlphaSense | Chief Marketing Officer | Current (as of 2024) | Leads market intelligence platform marketing |
| Pluralsight | Chief Marketing Officer | Aug 2016 – Oct 2020 | Scaled enterprise tech learning platform |
| Domo | Chief Marketing Officer | 2012 – 2016 | Built cloud business OS brand |
| SAP; Oracle | Executive roles | Prior to 2012 | Enterprise software leadership |
| Accenture; BCG; Booz Allen | Consultant | Prior | Strategy/operations experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Demandbase | Director | Since Mar 2021 | Board service; ABM marketing exposure |
| D2L | Director | Since Jan 2023 | Board service; edtech exposure |
| Lendio | Director | Since Jul 2023 | Board service; SMB lending exposure |
| Vasion | Director | Since Aug 2023 | Board service; document management exposure |
| Digital Transformation Opportunities (SPAC) | Director | Mar 2021 – Sep 2023 | Prior public board |
| Arkose Labs | Director | Jul 2022 – Jan 2024 | Cybersecurity exposure |
| SaltStack | Director | Oct 2018 – Oct 2020 | Automation exposure |
| ExpertVoice | Director | Mar 2021 – Sep 2022 | Marketing/advocacy exposure |
Board Governance
- Committee memberships: Audit Committee member; designated Audit Committee financial expert; Audit chaired by John Slater . Independence for Audit Committee service affirmed for Zynczak under Nasdaq and Rule 10A‑3 .
- Independence: Board determined independence in 2024; 2025 listing does not include her in the general independence list but confirms Audit Committee independence (context: she is not standing for re-election) .
- Attendance: Board met 5x in 2024; all directors attended ≥75% of Board/committee meetings; Zynczak did not attend the 2023 and 2024 annual stockholder meetings (RED FLAG) .
| Governance Dimension | 2023 | 2024 |
|---|---|---|
| Board meetings held | 5 | 5 |
| Audit meetings held | 4 | 4 |
| Compensation meetings held | 6 | 6 |
| Nominating & Governance meetings held | 4 | 4 |
| Annual meeting attendance (Zynczak) | Absent | Absent |
Fixed Compensation
- Structure: Non-employee directors receive $100,000 annual cash retainer; committee chair add $20,000; serving on two or more committees (not chair) add $10,000; Lead Independent Director add $35,000; paid quarterly in advance .
- Zynczak’s FY2024 cash fees: $100,000 (Audit member, not chair; one committee) . FY2023 cash fees: $100,000 .
| Metric | FY2023 | FY2024 |
|---|---|---|
| Annual cash retainer ($) | 100,000 | 100,000 |
| Committee chair fees ($) | 0 (not chair) | 0 (not chair) |
| 2+ committees (not chair) add-on ($) | 0 (one committee) | 0 (one committee) |
| Lead Independent add-on ($) | 0 | 0 |
| Total cash fees ($) | 100,000 | 100,000 |
Performance Compensation
- Equity grants to directors are time-based RSUs; no performance-conditioned director awards disclosed .
- FY2024 grant: RSUs with aggregate fair value $140,000 granted June 13, 2024; vest in full on first anniversary; grant-date closing price $19.01 per share .
- FY2023 grant: RSUs with aggregate fair value $140,000 granted June 13, 2023; vest in full on first anniversary; grant-date closing price $25.09 per share .
| Equity Detail | FY2023 | FY2024 |
|---|---|---|
| RSU grant date | 2023-06-13 | 2024-06-13 |
| RSU fair value ($) | 140,000 | 140,000 |
| Vesting | 1-year cliff (full vest at 1-year) | 1-year cliff (full vest at 1-year) |
| Grant-date closing price ($/sh) | 25.09 | 19.01 |
| Total Director Compensation | FY2023 | FY2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | 100,000 | 100,000 |
| Stock Awards ($) | 140,000 | 140,000 |
| Total ($) | 240,000 | 240,000 |
Other Directorships & Interlocks
- Current public/private boards: Demandbase (Mar 2021–), D2L (Jan 2023–), Lendio (Jul 2023–), Vasion (Aug 2023–); prior Digital Transformation Opportunities (SPAC), Arkose Labs, SaltStack, ExpertVoice .
- Potential interlocks/conflicts: No related-party transactions disclosed involving Zynczak; company’s related-party review policy overseen by Audit Committee is in place .
Expertise & Qualifications
- Audit Committee financial expert; deep SaaS/digital marketing leadership; enterprise software pedigree (SAP, Oracle); strategy consulting background (Accenture, BCG, Booz Allen) .
- Education: BBA Finance (UT Austin), MBA (Wharton) .
Equity Ownership
- Beneficial ownership (as of April 15, 2025): 11,811 shares directly; 55,556 options exercisable within 60 days; 7,364 RSUs vesting within 60 days; total 74,731 shares; <1% of outstanding .
- Directors’ outstanding awards at FY2024: 7,364 RSUs and 55,556 options for Zynczak .
- Stock ownership guidelines: Non-employee directors expected to own common stock equal to 3x annual retainer within five years; sale of compensatory equity capped at 50% until compliant .
- Hedging/pledging: Prohibited by Insider Trading Policy (positive alignment signal) .
| Ownership Detail (as of 2025-04-15) | Amount |
|---|---|
| Shares owned directly (#) | 11,811 |
| Options exercisable within 60 days (#) | 55,556 |
| RSUs vesting within 60 days (#) | 7,364 |
| Total beneficially owned (#) | 74,731 (<1%) |
| Shares outstanding (reference) (#) | 43,731,034 |
Governance Assessment
- Strengths: Audit Committee financial expert designation; Audit Committee independence compliance; straightforward director pay structure with stable cash/equity mix; anti-hedging/pledging and clawback policies; director stock ownership guidelines; no related-party transactions disclosed involving Zynczak .
- Concerns/RED FLAGS: Missed annual stockholder meetings in both 2023 and 2024 despite general ≥75% meeting attendance; not standing for re-election in 2025 (potential continuity/engagement signal); 2025 proxy’s general independence list excludes Zynczak though Audit independence affirmed (likely due to pending departure) .
- Shareholder sentiment: Strong say-on-pay support in 2024 (FOR 28,891,257; AGAINST 447,130; ABSTAIN 147,096; broker non-votes 2,634,409), suggesting broad confidence in compensation governance framework .
Overall, Zynczak brings material SaaS marketing and oversight expertise with formal Audit financial expert status and clean related-party posture; however, repeated annual meeting absences and planned departure reduce near-term board engagement signals, which investors should factor into governance quality assessments .