Ashley S. Evans
ZIAbout Ashley S. Evans
Independent director of ZoomInfo Technologies Inc. since February 2020; currently Chair of the Audit Committee (effective May 15, 2024) and member of the Compensation Committee; age 45. She is a Partner at Francisco Partners (joined 2022) and previously was a Partner at The Carlyle Group (joined 2006). Evans is an SEC “audit committee financial expert.” Education: A.B. summa cum laude, Harvard (Phi Beta Kappa); M.Phil, University of Cambridge (Knox Scholar); MBA, Stanford GSB (Siebel Scholar, Arjay Miller Scholar) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ZoomInfo Holdings LLC | Board of Managers | 2018–June 2020 | Oversight prior to IPO reorganization |
| The Carlyle Group | Partner | Joined 2006 (prior to 2022) | Enterprise software investor |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Francisco Partners | Partner | Joined 2022–Present | Technology private equity investing |
| Greenslate (private) | Director | Not disclosed | Board member (private company) |
| Macrobond (private) | Director | Not disclosed | Board member (private company) |
| PayScale (private) | Director | Not disclosed | Board member (private company) |
| SourceScrub (private) | Director | Not disclosed | Board member (private company) |
| Litmos (private) | Director | Not disclosed | Board member (private company) |
| HireVue; Jagex; NEOGOV; Saama; TriNetX; Veritas (all prior) | Former Director | Not disclosed | Prior board service (private companies) |
| SynGAP Research Fund | Founder | Not disclosed | Non-profit leadership |
No current public company directorships beyond ZoomInfo were disclosed for Ms. Evans .
Board Governance
- Committee assignments and roles (2024–2025):
- Audit Committee: Chair (Evans became chair May 15, 2024); committee met 6x in 2024; Evans qualifies as an SEC “audit committee financial expert” .
- Compensation Committee: Member; committee met 6x in 2024 .
- Independence: Board determined Evans is independent under Nasdaq and also independent for Exchange Act Sections 10A (audit) and 10C (compensation) .
- Attendance: In 2024, all incumbent directors attended at least 75% of Board and committee meetings during the time served; Board met 7x in 2024 .
- Annual meeting attendance: 3 of 9 then-serving directors attended the 2024 annual meeting (not disclosed by director) .
- Board leadership: Combined Chair/CEO; Board committed to appoint a Lead Independent Director by the 2026 annual meeting .
- Policies: Anti-hedging/pledging policy; clawback policy; code of conduct; committee charters publicly posted .
Fixed Compensation (Non-Employee Director, 2024)
| Component | Policy/Amount | Notes |
|---|---|---|
| Board cash retainer | $50,000 annual retainer | Paid quarterly |
| Committee chair fees | Audit Chair: $20,000; Comp Chair: $15,000; N&CG Chair: $8,000; Privacy/Tech Chair: $15,000 | Paid quarterly |
| Committee member fees | Audit: $10,000; Compensation: $7,500; N&CG: $4,000; Privacy/Tech: $7,500 | Paid quarterly |
| Ashley S. Evans – 2024 cash earned | $70,000 | Reflects actual/prorated service timing |
Performance Compensation (Director Equity)
| Component | Structure | Vesting | Evans 2024 Amount |
|---|---|---|---|
| Annual RSU grant | $200,000 in RSUs on annual meeting date | Vests in full on earlier of 1-year anniversary or next annual meeting | $200,013 stock award value |
Directors receive time-based RSUs only; no options and no performance-conditioned director equity reported .
Other Directorships & Interlocks
- Compensation Committee interlocks: None. No ZoomInfo executive officer served on another company’s comp committee/board with a ZoomInfo director, and none of the 2024 comp committee members (including Evans) were ZoomInfo officers .
- Related-party/sponsor ecosystem exposure:
- ZoomInfo provides limited complimentary access to 22C Capital, Carlyle, and TA Associates (estimated value = $0 for each in 2024) and recorded 2024 revenues from TA Associates ($0.4m), The Carlyle Group ($0.5m), and 22C Capital (<$0.1m). Board continues to determine Evans’ independence under Nasdaq and SEC standards .
Expertise & Qualifications
- SEC “audit committee financial expert” .
- Deep finance, strategic planning, and enterprise software investing expertise from roles at Francisco Partners and The Carlyle Group .
- Academic distinctions from Harvard, Cambridge, and Stanford GSB (Siebel and Arjay Miller Scholar) .
Equity Ownership
| Metric | Amount | As-of |
|---|---|---|
| Beneficial ownership (shares) | 30,374 | March 15, 2025 |
| Beneficial ownership (% of outstanding) | <1% | 338,415,320 shares outstanding |
| Unvested director RSUs outstanding | 15,187 | December 31, 2024 |
| Director ownership guideline | 5× annual cash retainer | Must retain 50% of net shares until met |
| Hedging/pledging | Prohibited; no shares pledged by any directors/NEOs | Policy prohibits hedging/pledging; none pledged |
Governance Assessment
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Strengths
- Independent director with finance expertise; Audit Chair and designated “audit committee financial expert.” This supports robust oversight of financial reporting, internal controls, and auditor independence .
- Solid engagement baseline: all incumbents ≥75% meeting attendance in 2024; Audit Committee met 6x, consistent with active oversight .
- Shareholder-aligned practices at company level: clawback policy; prohibition on hedging/pledging; clear director ownership guidelines (5× cash retainer) .
-
Watch items
- Related-party exposure with sponsor ecosystem: company generated ~$0.5m revenue from The Carlyle Group in 2024 and provides complimentary access to certain sponsors. While Board affirms Evans’ independence, continued monitoring of recusals and related-party oversight is warranted given her prior Carlyle affiliation .
- Annual meeting attendance (board-wide) was low in 2024 (3 of 9 attended), which some investors view as a soft engagement signal; offset by strong committee/board meeting attendance .
- Lead Independent Director not yet appointed; Board committed to do so by 2026, which should enhance independent oversight of combined Chair/CEO structure .
-
Shareholder feedback signals
- 2024 say-on-pay support was ~88.7%; company increased performance-based equity for executives and introduced FCF per share PSUs and market-based PSUs to align incentives with long-term value creation .
Overall: Evans’ audit leadership, financial expertise, and independent status bolster investor confidence in ZoomInfo’s financial oversight. Investors may seek continued transparency on sponsor-related commercial arrangements and timely implementation of a Lead Independent Director to further strengthen governance .