D. Randall Winn

About D. Randall Winn

D. Randall Winn (age 55) has served on ZoomInfo’s board since February 2020 and is Chair of the Compensation Committee and a member of the Privacy, Security, and Technology Committee. He is Managing Member of 22C Capital (founded 2017) and FiveW Capital; previously co-founded Capital IQ and served as Co-Managing Partner and then Executive Managing Director/CEO (1999–2011). He has held multiple director roles, including nonexecutive chairman of Dealogic and prior service on the board of Definitive Healthcare (NASDAQ: DH). He holds an A.B. from Princeton University’s Woodrow Wilson School of Public and International Affairs .

Past Roles

External Roles

Board Governance

• Independence: Board affirmatively determined Winn is independent under Nasdaq and Exchange Act Section 10C(a)(3) standards .
• Committees: Chair, Compensation Committee; Member, Privacy, Security, and Technology Committee .
• Meetings/Attendance: Compensation Committee held 6 meetings; Privacy, Security, and Technology Committee held 4; Board held 7. All incumbent directors attended ≥75% of meetings in 2024; 3 of 9 directors attended the 2024 annual meeting .
• Executive sessions: Independent directors meet privately at each regularly scheduled Board meeting and at least twice per year .
• Board structure: Combined CEO/Chair; Board committed to appoint a Lead Independent Director by the 2026 annual meeting .

Fixed Compensation

Performance Compensation

• No performance-based equity or cash compensation is disclosed for non-employee directors; annual director equity grants are time-based RSUs .

Other Directorships & Interlocks

• Compensation Committee interlocks: None disclosed; no insider participation or reciprocal interlocks by company executives in 2024 .

Expertise & Qualifications

• Deep industry expertise in financial/data platforms; extensive strategic planning and leadership credentials, including Capital IQ co-founder/CEO .
• Core business skills and experience relevant to SaaS/data companies; governance and compensation oversight as committee chair .

Equity Ownership

• Unvested RSUs: 15,187 (as of 12/31/2024) .
• Stock ownership guidelines: Non-employee directors must hold 5× annual cash retainer; 50% net share retention until met; compliance assessed annually (April 1) .
• Anti-hedging/pledging: Company policy prohibits hedging, pledging, short sales, derivatives, margin accounts; no pledged shares reported .

Governance Assessment

• Strengths:

  • Independent director; chairs Compensation Committee; active committee cadence (6 meetings) indicating robust oversight .
  • Clear, transparent director pay structure with modest cash retainers and standard RSUs; no meeting fees or special perquisites .
  • Strong alignment mechanisms: stock ownership guidelines and anti-hedging/pledging policies; unvested RSUs indicate ongoing stake .
  • Company responsiveness to shareholder feedback (e.g., say-on-pay approval 88.7% in 2024 and increased performance-based equity for executives) supports Compensation Committee credibility under Winn’s chairmanship .

• Potential conflicts and red flags:

  • 22C Capital affiliation: Company provides complimentary platform access to 22C Capital and recorded < $0.1 million in revenue from 22C Capital in 2024; registration rights include affiliates of 22C Capital. While amounts are small and the related person policy requires independent oversight, Winn’s leadership role at 22C warrants continued monitoring for perceived conflicts in transactions or information flows. RED FLAG: Sponsor-related standing approvals may appear permissive; ensure Audit Committee rigor in review .
  • Classified Board and combined CEO/Chair could reduce direct independent oversight; mitigated by commitment to appoint a Lead Independent Director by 2026. Monitor for timely execution of this governance enhancement .
  • Low director attendance at the 2024 annual meeting (3 of 9) may draw investor scrutiny; however, all incumbents met ≥75% meeting attendance thresholds .

• Independence and engagement:

  • Board determined Winn is independent under Nasdaq and Exchange Act committee standards; he participates in regular executive sessions of independent directors .

• Related-party exposure framework:

  • Robust related person policy with Audit Committee oversight; explicit disclosures of sponsor transactions and TRA obligations provide transparency. TRA payments ($94.0 million in 2024; $2,762.5 million liability as of 12/31/2024) are company-level and not director-specific but are material governance items to monitor for alignment and cash flow impacts .

Overall implication: Winn brings material domain expertise in financial data and compensation oversight. The primary governance watchpoint is his 22C Capital affiliation amid disclosed sponsor relationships; ongoing, transparent Audit Committee review and adherence to anti-hedging/ownership policies mitigate alignment risks .