Edward Zinser
About Edward K. Zinser
Independent director of Universal Electronics Inc. since 2006, age 67, and currently Chair of the Audit Committee and a member of the Compensation Committee. He is a financial consultant (since 2017) with prior CFO roles at United Online (May 2014–July 2016) and Boingo Wireless (Jan 2008–Nov 2014), plus senior finance leadership at THQ, Vivendi Universal Games, Styleclick, Internet Shopping Network, Chromium Graphics, and Disney. He holds a BS in business management from Fairfield University and an MBA in finance from the University of Chicago; the Board designates him as an “audit committee financial expert.” Reelected in 2024 to serve through the 2026 annual meeting; determined independent under NASDAQ and company standards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| United Online, Inc. (NASDAQ: UNTD) | EVP & CFO | May 2014–Jul 2016 | Senior finance leadership |
| Boingo Wireless | CFO | Jan 2008–Nov 2014 | Senior finance leadership |
| THQ, Inc. | EVP & CFO | Not disclosed | Senior finance leadership |
| Vivendi Universal Games | EVP & CFO | Not disclosed | Senior finance leadership |
| Styleclick, Inc. | President & COO | Not disclosed | Operating leadership |
| Internet Shopping Network LLC | SVP & CFO | Not disclosed | Senior finance leadership |
| Chromium Graphics, Inc. | EVP & CFO | Not disclosed | Senior finance leadership |
| The Walt Disney Company | Senior financial positions | Not disclosed | Corporate finance experience |
External Roles
| Category | Detail |
|---|---|
| Current public company boards | None disclosed (UEIC board summary lists no other public boards for Zinser) |
Board Governance
| Item | Detail |
|---|---|
| Independence | Board determined Zinser meets UEI independence standards and NASDAQ independence requirements |
| Committees | Audit Committee (Chair); Compensation Committee (Member) |
| Audit committee expertise | Board determined Zinser is an “audit committee financial expert” per SEC rules |
| Committee meetings (2024) | Audit: 6; Compensation: 7 |
| Board attendance (2024) | No director attended less than 75% of aggregate Board and committee meetings; Board met 9 times (two sessions with outside directors only) |
| Tenure on UEI board | Director since 2006; reelected 2024 to serve until 2026 |
| Stock ownership guidelines | Directors must hold ≥$250,000; all independent directors met or are on track; anti‑pledging policy; hedging permitted within prescribed windows |
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board retainer | 50,000 | Paid quarterly |
| Committee chair fees | 11,250 | Audit Committee Chair |
| Committee membership fees | 20,000 | Audit + Compensation |
| Other fees | — | None |
| Total cash fees | 81,250 | Sum of above |
Performance Compensation
| Award | 2024 Quantity / Value | Vesting / Structure | Outstanding at YE 2024 |
|---|---|---|---|
| RSUs (annual equity retainer) | 11,004 RSUs; grant date fair value $126,300 | In Dec 2024, program moved to fixed grant-date value $125,000 with one-year cliff vesting | 9,754 RSUs |
| One-time true-up RSUs | 6,004 RSUs; target value $56,100 (issued Dec 2024) | Cliff vests at earlier of next annual meeting or June 30, 2025 | Included in outstanding counts |
| Options | None granted; $0 option awards in 2024 | N/A | None outstanding for Zinser |
Other Directorships & Interlocks
| Topic | Detail |
|---|---|
| Compensation Committee interlocks | None; Zinser and other committee members have no relationships requiring Item 404 disclosure |
| Related-party transactions | Company describes review process; no specific related-party transactions disclosed involving independent directors |
Expertise & Qualifications
- Deep finance and accounting expertise across multiple public technology/media companies; extensive audit oversight and corporate governance experience; designated audit committee financial expert .
- Education: BS (Fairfield University) and MBA in Finance (University of Chicago) .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (Apr 1, 2025) | 46,566 shares; less than 1% of outstanding |
| RSUs vesting within 60 days | 6,004 RSUs |
| RSUs outstanding at YE 2024 | 9,754 RSUs |
| Options (exercisable/within 60 days) | None disclosed for Zinser |
| Pledging/hedging | Company prohibits pledging; hedging permitted only within prescribed windows per Insider Trading Policy |
Governance Assessment
- Strengths: Independent director since 2006; chairs Audit Committee; formally designated audit committee financial expert; strong attendance and engagement; compensation mix emphasizes equity alignment with one-year cliff vesting; meets director ownership guidelines; anti‑pledging policy and robust clawback regime for executives reinforce alignment .
- Potential watch items: Hedging permitted within windows (less conservative than outright prohibition) . No red flags disclosed for Zinser regarding related-party transactions or committee interlocks; all independent directors have no material relationships beyond service/stockholder status .
RED FLAGS: None disclosed specific to Zinser (no Item 404 related-party issues, no attendance shortfalls, no pledging). Note: Company permits hedging within windows; monitor for any hedging disclosures in future filings .