Ross Manire
ZEBRA TECHNOLOGIESAbout Ross W. Manire
Independent Class I Director at Zebra Technologies (ZBRA), age 73; director since 2003 with deep operating, finance, and telecom background. He is Audit Committee Chair and an SEC-defined “audit committee financial expert,” and also serves on the Nominating and Governance Committee; the Board affirms his independence under Nasdaq rules (Feb 2025) . Professional history includes CEO roles at ExteNet Systems and Chatham Technologies, senior roles at US Robotics, and partner at Ernst & Young’s Entrepreneurial Services Group .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExteNet Systems, Inc. | President & CEO | 2002–2018 | Led wireless networking business; relevant to risk oversight and telecom expertise |
| Flextronics International, Ltd. | President, Enclosure Systems Division | 2000–2002 | Outsourced manufacturing experience aids supply chain oversight |
| Chatham Technologies Inc. | President & CEO | 1999–2000 | M&A and international operations exposure |
| US Robotics | Various executive roles | 1991–1998 | Technology and innovation, marketing/sales |
| Ernst & Young LLP | Partner, Entrepreneurial Service Group | 1984–1989 | Financial reporting, audit, controls; supports “financial expert” status |
External Roles
| Organization | Role | Public/Private | Tenure |
|---|---|---|---|
| The Andersons, Inc. (NASDAQ: ANDE) | Director | Public | Since 2008 |
| Columbia Capital | Director (investment company) | Private | Since 2019 |
| Hellen Systems, Inc. | Director | Private | Since 2022 |
| Quicket Solutions, Inc. | Director | Private | Since 2021 |
| Vivacity LLC | Director | Private | Since 2019 |
Board Governance
- Committee assignments: Audit Committee Chair (financial expert) and Nominating & Governance Committee member .
- Independence: Board determined all directors except the Chair (Anders Gustafsson) and CEO (Bill Burns) are independent under Nasdaq rules (Feb 2025); Manire is listed as independent .
- Attendance: Board met 7 times in 2024; all directors attended ≥75% of Board and applicable committee meetings; Audit Committee held 7 meetings and Nominating & Governance held 5 in 2024 .
- Oversight: As Audit Chair, oversees integrity of financial statements, auditor independence, internal audit, compliance policies (including related-party transactions), cybersecurity, and risk management processes .
- Executive sessions: Regular sessions of independent directors; Lead Independent Director facilitates independent oversight .
Fixed Compensation (Director)
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer | $90,000 | Standard non-employee director cash retainer |
| Audit Committee Chair fee | $30,000 | Chair premium |
| Nominating & Governance Committee member fee | $10,000 | Non-chair member fee |
| Meeting fees (if applicable) | As incurred | $2,000 for excess in-person Board mtgs; $1,000 for excess special Board mtgs; committee excess mtg fees $1,500 chair/$1,000 member |
| 2024 total cash (Manire) | $131,000 | Reported total fees earned |
Performance Compensation (Director)
| Equity Award | Grant Date | Shares | Grant-Date Fair Value | Vesting | Performance Metrics |
|---|---|---|---|---|---|
| Annual equity retainer (fully vested common stock) | May 2024 | 696 | $220,284 | Fully vested at grant | None; director awards are not performance-based |
| Equity program design (directors) | 2024 | — | Target $220,000 | Fully vested | No options; awards are fully-vested common stock |
No director options are granted; company eliminated options and SARs starting in 2021; director equity awards are fully vested common stock and not tied to performance metrics .
Other Directorships & Interlocks
- Interlocking directorate policy: Company monitors and approves outside public boards; limits non-employee directors to four public boards; Chair reviews conflicts/interlocks; Zebra affirmed 2025 nominees are compliant .
- Potential interlocks/conflicts: No related-party transactions disclosed for Manire; only disclosed related-party item involves employment of CPO’s son (reviewed/approved) . The Andersons (agribusiness) is not in Zebra’s competitive set per proxy disclosures; no conflicts flagged .
Expertise & Qualifications
- Financial reporting and audit oversight; SEC “audit committee financial expert” .
- Technology/telecom operations, M&A, international business, cybersecurity risk management, corporate governance .
- Outsourced manufacturing expertise relevant to Zebra’s contract manufacturing .
Equity Ownership
| Data Point | Value |
|---|---|
| Beneficial ownership (12/31/2024) | 14,978 shares; “less than 1%” of outstanding |
| Shares outstanding (3/14/2025; quorum disclosure) | 51,143,319 shares |
| Ownership as % of shares outstanding | ~0.029% (14,978 ÷ 51,143,319) derived from |
| Stock ownership guidelines (directors) | 5× annual board cash retainer; retain 50% of after-tax vested shares until met |
| Compliance status | As of 12/31/2024, all non-employee directors except Kenneth Miller met guidelines; Manire compliant |
| Hedging/pledging policy | Prohibits hedging, short sales, holding in margin accounts, and pledging Zebra securities |
Insider Trades (Form 4)
| Transaction Date | Filing Date | Type | Shares Acquired | Price | Post-Transaction Holdings | Link |
|---|---|---|---|---|---|---|
| 2025-05-08 | 2025-05-12 | Award (A) | 830 | $265.37 | 15,808 | https://www.sec.gov/Archives/edgar/data/877212/000087721225000112/0000877212-25-000112-index.htm |
| 2024-05-09 | 2024-05-13 | Award (A) | 696 | $316.50 | 14,978 | https://www.sec.gov/Archives/edgar/data/877212/000087721224000123/0000877212-24-000123-index.htm |
Governance Assessment
- Strengths: Long-tenured audit chair with deep finance/audit background and SEC “financial expert” designation; independent status; strong committee coverage; robust anti-hedging/pledging policies; director ownership guideline compliance (alignment) .
- Signals: Board ran third-party (Sidley Austin) evaluation in 2024 and enhanced board effectiveness/skills disclosure; committee refresh continues; executive sessions led by LID support independent oversight .
- Watch items: Say-on-Pay support fell to 40.2% in 2024 (executive pay issue); while not a director-compensation issue, it indicates investor scrutiny of incentive design; Board and Compensation & Culture Committee conducted extensive engagement and committed to changes (no one-time awards outside extraordinary circumstances; enhanced disclosure) .
Appendix: Role and Committee Detail
- Audit Committee (7 meetings in 2024): Oversees financial reporting integrity, auditor independence, internal audit, related-party policy, cybersecurity, and risk management; Manire chairs; committee members all independent; several designated financial experts .
- Nominating & Governance Committee (5 meetings in 2024): Board composition, independence, committee leadership, onboarding/education, annual evaluations; Manire member; Modruson Chair .
- Board attendance: All directors attended ≥75% of Board/committee meetings; all attended the 2024 annual meeting .
Director Compensation Summary (2024)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Ross W. Manire | 131,000 | 220,284 | 351,284 |
Policy References (Conflicts & Controls)
- Related Party Transactions Policy and quarterly survey process; Audit Committee approval/oversight .
- Securities Transactions & Confidentiality Policy: prohibits hedging, short-selling, margin accounts, pledging .
- Director independence determination and outside board service limits; conflict checks for interlocks .
- Stock Ownership Guidelines for directors; compliance reviewed Feb 2025 .