Alison Gleeson
ZIAbout Alison Gleeson
Alison Gleeson (age 59) is an independent director of ZoomInfo (ZI) who joined the Board in July 2022. She currently serves as Chair of the Nominating and Corporate Governance Committee and is a member of the Compensation Committee; she brings 20+ years at Cisco culminating as SVP, Americas (2014–2018), overseeing $25B+ in annual sales and ~9,000 employees. She holds a B.S. in Finance and Marketing from Michigan State University and is recognized for enterprise go‑to‑market leadership and public company board experience .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems | Senior Vice President, Americas; prior leadership roles | 1996–2018 (SVP: 2014–2018) | Led Cisco’s largest region ($25B+ sales; ~9,000 employees across 35 countries) |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Elastic N.V. (ESTC) | Independent Director; Chair, Compensation Committee | Since Jan 2020 | Compensation Committee Chair; non-executive director; confirms leadership in exec comp oversight |
| 8x8, Inc. (EGHT) | Independent Director; Chair, Compensation Committee; Member, Technology & Cybersecurity Committee | Since Aug 2021 | Compensation Chair (appointed May 21, 2024); Tech & Cyber member |
| Brighton Park Capital | Special Advisor and Portfolio/Operating Committee Member | Since Oct 2019 | Investment and portfolio advisory responsibilities |
| MSU Eli Broad College of Business | Advisory Board Member | Since Jun 2017 | Advisory role |
Board Governance
- Independence: The Board determined Ms. Gleeson is independent under Nasdaq and company guidelines; she is also independent for Exchange Act Section 10C (Compensation Committee) purposes .
- Committee assignments (current) and 2024 meeting cadence:
- Nominating & Corporate Governance: Chair; 5 meetings in 2024
- Compensation: Member; 6 meetings in 2024
- Attendance: In 2024, all incumbent directors attended at least 75% of Board and committee meetings during periods served; the Board met seven times (three of nine then‑serving directors attended the 2024 annual meeting) .
- Executive sessions: Independent directors meet in private session at least twice per year; non‑management sessions are scheduled regularly .
- Leadership structure: Combined CEO/Chair; the Board committed to appoint a Lead Independent Director by the 2026 annual meeting, reflecting shareholder feedback .
- Classified board: Directors are grouped into three classes with staggered terms, reinforcing long‑term continuity; Ms. Gleeson is a Class II director up for re‑election at the 2025 meeting for a term expiring in 2028 .
Committee Membership Table (as of Proxy publication; meetings held in 2024)
| Committee | Role | Meetings (2024) |
|---|---|---|
| Nominating & Corporate Governance | Chair | 5 |
| Compensation | Member | 6 |
Fixed Compensation
| Component (Director Pay Structure) | Policy Detail | Source |
|---|---|---|
| Board retainer (cash) | $50,000 per year | |
| Committee chair retainers (cash) | Audit $20,000; Compensation $15,000; Nominating & Corporate Governance $8,000; Privacy/Security/Tech $15,000 | |
| Committee member retainers (cash) | Audit $10,000; Compensation $7,500; Nominating & Corporate Governance $4,000; Privacy/Security/Tech $7,500 | |
| Annual equity grant | $200,000 in RSUs at the annual meeting; vests at earlier of next annual meeting or first anniversary |
| Ms. Gleeson – 2024 Director Compensation | Amount ($) | Notes |
|---|---|---|
| Cash fees | 54,000 | For 2024 service (Board $50,000 + N&CG member $4,000 aligns with 2024 roles) |
| Stock awards (RSUs, grant date fair value) | 200,013 | Annual RSU grant (Topic 718) |
| Total | 254,013 | 2024 total compensation |
Performance Compensation
Directors receive time‑based RSUs (no performance conditions); awards vest at the earlier of the next annual meeting or one year after grant. No options or PSU metrics apply to non‑employee directors.
| Equity Element | Grant Policy | Vesting | 12/31/2024 Unvested RSUs |
|---|---|---|---|
| Annual RSU award | $200,000 at annual meeting close (share count = $200,000 / closing price, rounded) | 100% on earlier of next annual meeting or first anniversary | 15,187 |
Other Directorships & Interlocks
- Other public company boards: Elastic N.V. (Compensation Committee Chair); 8x8, Inc. (Compensation Committee Chair; Technology & Cybersecurity Committee member) .
- Interlocks: The company reports no Compensation Committee interlocks or insider participation in 2024 (none of the Compensation Committee members were company officers; no reciprocal executive/director interlocks) .
Expertise & Qualifications
- Enterprise go‑to‑market leadership and public company management experience; prior Cisco SVP Americas (2014–2018) .
- Education: B.S. in Finance and Marketing, Michigan State University .
- Board skills context: Board’s skills matrix emphasizes sales/go‑to‑market leadership, finance/strategic planning, and SaaS expertise among directors (self‑reported counts across the Board) .
Equity Ownership
| Ownership Detail | Value |
|---|---|
| Shares beneficially owned (3/15/2025) | 29,596 |
| Ownership % of outstanding | <1% (338,415,320 shares outstanding) |
| Unvested RSUs outstanding (12/31/2024) | 15,187 |
| Pledged or margined shares | None (policy prohibits; none pledged by any director/NEO) |
| Stock ownership guidelines (non‑employee directors) | 5x annual cash retainer; 5‑year compliance window; retain 50% net shares until met; measured each April 1 using 90‑day trailing average price |
| Hedging/short sales | Prohibited for directors/officers/employees |
Governance Assessment
-
Positives
- Independent director; independent for Compensation Committee under Exchange Act Section 10C .
- Active leadership as Chair, Nominating & Corporate Governance Committee; committee has authority to retain advisors and oversees board evaluation, refreshment, and governance principles .
- Member, Compensation Committee (as of 2025); committee can retain independent advisors and oversees CEO/NEO compensation and director pay .
- Strong attendance culture (≥75% for all incumbents in 2024); robust meeting cadence across committees .
- Alignment mechanisms: annual RSU grants; director ownership guideline of 5x cash retainer; anti‑hedging/pledging policy; no pledging by directors .
- No related‑party transactions involving Ms. Gleeson disclosed; company reports Section 16(a) compliance in 2024 (only an administrative late Form 4 by an entity controlled by the CEO) .
-
Watch items / context
- Combined CEO/Chair; Board has not yet appointed a Lead Independent Director but has committed to do so by the 2026 annual meeting, placing added importance on the N&CG Chair’s role in governance oversight and shareholder engagement .
- Classified Board structure remains in place, which can slow governance change and limit annual accountability (company view: supports continuity); Ms. Gleeson is a Class II director .
- Multiple external board roles (compensation chair at two other public companies) increase time commitments but underscore her compensation/governance expertise .
Director Compensation Context (Company-wide signals)
- Non‑employee director pay mix emphasizes equity: $200,000 annual RSU grant plus $50,000 cash retainer; additional committee retainers for roles and chairs .
- 2024 say‑on‑pay support: 88.7% approval; Compensation Committee (which Ms. Gleeson joined in 2025) increased performance‑based equity weighting for executives and incorporated adjusted FCF/share PSU metrics, reflecting investor feedback .
- Clawback: Board‑approved recoupment policy (effective Oct 2, 2023) for erroneously awarded incentive compensation after restatements; plan also allows forfeiture/repayment for detrimental activity .
Related Party and Conflicts Check
- The proxy describes related‑party items (e.g., CEO family member employment; sponsor transactions) and a formal related‑person policy overseen by the Audit Committee. No transactions involving Ms. Gleeson are disclosed .
- Insider trading policy prohibits hedging/pledging; directors must consult the Office of the General Counsel prior to transactions; 10b5‑1 plans encouraged .
Appendices
Board Committees – Key Functions
- Nominating & Corporate Governance: Director recruitment, governance principles, board evaluation, committee composition; authority to retain advisors .
- Compensation: Executive/CEO pay design and approval, director compensation, equity plans; authority to retain advisors .
Company Meeting Statistics (2024)
| Body | Meetings Held (2024) |
|---|---|
| Board of Directors | 7 |
| Audit Committee | 6 |
| Compensation Committee | 6 |
| Nominating & Corporate Governance Committee | 5 |
| Privacy, Security & Technology Committee | 4 |
RED FLAGS: None specific to Ms. Gleeson disclosed (no related‑party transactions; compliant with independence; ≥75% attendance). Company‑level watch items include combined CEO/Chair without a Lead Independent Director (Board has committed to appoint by 2026) and a classified board structure, which can be viewed as less shareholder‑friendly by some investors .
Citations:
and external: Elastic proxy 2024/2025 and governance pages ; 8x8 proxy/governance .