Henry L. Schuck
ZIAbout Henry L. Schuck
Henry L. Schuck (age 41) is Co‑Founder, Chief Executive Officer, and Chairman of the Board of ZoomInfo Technologies Inc. (since formation in Nov 2019), and previously served as CEO and director of the predecessor ZoomInfo Holdings LLC (DiscoverOrg) since 2007. He holds B.S. degrees in Business Administration and Hospitality Management from UNLV (cum laude) and a J.D. from The Ohio State University Moritz College of Law (cum laude); he is a licensed attorney in Nevada and Washington . Under his leadership, 2024 revenue was $1,214.3M, GAAP operating income was $97.4M (Adjusted Operating Income $428.5M; AOI margin 35%), operating cash flow $369.4M (Unlevered FCF $446.9M), and net revenue retention was 87% . Since IPO (June 4, 2020 baseline), the value of a $100 investment in ZoomInfo was $30.91 as of 2024 year‑end (versus $273.18 for the Nasdaq Computer Index peer cohort) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| ZoomInfo Holdings LLC (DiscoverOrg) | Chief Executive Officer and Director | 2007–2019 | Founded and scaled core B2B data/GTMP platform; basis for current ZoomInfo public entity . |
| iProfile | VP, Research & Marketing | Pre‑2007 | Built domain expertise in sales intelligence and IT market data . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Tegus (acquired by AlphaSense in 2024) | Director | Until 2024 | Knowledge/data platform governance; exposure to adjacent investor research workflows . |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 549,460 | 550,000 | 562,410 |
| Target Bonus ($) | 425,000 (employment agreement target) | 550,000 target set for 2024 (100% of salary) not disclosed for 2023 | 550,000 (100% of salary) |
| Actual Annual Cash Incentive ($) | 275,261 | — | 129,351 (23% blended achievement) |
Notes: CEO’s contract entitles him to a base salary floor of $512,000 (cannot be reduced without consent) .
Performance Compensation
2024 Annual Cash Incentive Plan Design and Results
| Metric | Weight | Threshold | Target | Maximum | Actual | Payout |
|---|---|---|---|---|---|---|
| Net New ARR | 50% | $11.4M (25%) | $81.2M (100%) | $131.2M (200%) | 45.33% achievement | 45.33% of 50% |
| Adjusted Operating Income (AOI) | 50% | $490.1M (25%) | $505.1M (100%) | $515.1M (200%) | 0% achievement | 0% of 50% |
| Total Blended Achievement | 23% overall (rounded) |
- CEO’s 2024 cash bonus payout aligned with 23% blended achievement ($129,351 actual) .
- 2024 PSUs included adjusted free cash flow per share as a performance measure; 2024 FCF/share achieved $0.927, interpolating to 97% of the year’s tranche for FCFps PSUs .
2024 Long-Term Equity Awards (CEO)
| Award Type | Grant Date | Units | Grant Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| RSU | 5/29/2024 | 220,589 | 2,832,363 | 25% on 4/1/2025; remainder quarterly over next 36 months |
| PSU – FCF per Share | 5/29/2024 | 73,530 target | 944,125 | 20%/30%/50% over FY24/25/26 subject to performance; then settles per schedule |
| PSU – Market‑Based | 5/29/2024 | 294,118 target | 1,774,116 | Four service dates tied to 30‑day avg stock price hurdles; none vested to date |
Key market‑based PSU hurdles (Base Price $12.61): +$2.50 by 1/1/2025; +$5.00 by 10/1/2025; +$7.50 by 7/1/2026; +$10.00 by 4/1/2027; both price and service must be satisfied for vesting .
Additional design notes:
- In 2024, 62.5% of CEO’s equity was performance‑based (mix of stock‑price PSUs and FCF/share PSUs) reflecting investor feedback for stronger pay‑for‑performance .
- The company does not currently grant new stock options/SARs (Item 402(x) compliance) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership | 28,900,099 shares; 8.5% of outstanding as of 3/15/2025 |
| Ownership Breakdown | 12,280,501 directly; 2,224,173 via HSKB Funds, LLC; 725,573 via HSKB Funds II, LLC; 237,376 via grantor trust; 13,377,329 via DO Holdings (WA), LLC; plus 55,147 RSUs vesting within 60 days of 3/15/2025 |
| Outstanding Awards (12/31/2024) | RSU 220,589; FCFps PSUs 73,530 target; Market‑Based PSUs 294,118 target |
| Upcoming Vesting Mechanics | On 2/13/2025, CEO awards were amended to delay vesting 45 days or until HSR waiting period expiration if vest would push economic ownership across a reporting threshold—mitigates immediate ownership step‑ups upon vest |
| Hedging/Pledging | Hedging and pledging prohibited; no shares by directors/NEOs are pledged or held in margin accounts |
| Ownership Guidelines | CEO: 6x base salary; must retain 50% of net shares until compliant; measured each Apr 1 (five‑year compliance window) |
Insider selling pressure context:
- Near‑term RSU vesting schedules and HSR‑linked delay reduce forced sales timing risk; hedging/pledging prohibitions limit downside protection trades .
- Company repurchased 46.8M shares in 2024 (12% of outstanding) at $12.01 average, providing liquidity and support for unlocks .
Employment Terms
| Provision | Base Case Termination (No CIC) | CIC‑Related Termination (Double Trigger) | Other Key Covenants |
|---|---|---|---|
| Cash Severance | 12 months base salary + pro‑rated target bonus; prior‑year earned bonus if unpaid | 18 months base salary + 100% target bonus; prior‑year earned bonus if unpaid | |
| Health Benefits | 12 months COBRA reimbursement | 18 months COBRA reimbursement | |
| Equity Acceleration | Time‑based equity scheduled to vest within 12 months accelerates; PSUs not accelerated | 100% of time‑based equity accelerates; PSUs not accelerated | |
| Death/Disability | Pro‑rated target bonus; 5,000 RSUs accelerate | ||
| Restrictive Covenants | Confidentiality (employment + 3 years), non‑solicit of customers/employees (24 months), non‑compete (employment + 12 months), mutual non‑disparagement | ||
| Gross‑ups | No excise tax gross‑ups; best‑net cutback applies |
Board Governance
- Role: CEO and Chairman; Board asserts combined role provides continuity and company knowledge; independent directors plan to appoint a Lead Independent Director by the 2026 annual meeting in response to shareholder feedback .
- Independence: All directors except Mr. Schuck are independent under Nasdaq rules; committee independence confirmed (Audit, Compensation, Nominating & Governance) .
- Committees (2024): CEO is not on any committee. Committee memberships included independent directors across Audit (6 meetings), Compensation (6), Nominating & Governance (5), and Privacy, Security & Technology (4) .
- Attendance: All incumbent directors attended at least 75% of Board/committee meetings in 2024 .
- Director Compensation Policy (2024): $50,000 cash retainer; committee retainers; annual $200,000 RSU (standard vesting to next AGM) . Non‑employee director compensation table included for transparency .
Founder designation rights: A stockholders agreement permits Founder (including funds associated with Mr. Schuck) to designate one director while maintaining ≥5% ownership .
Compensation Committee, Peer Group, and Say‑on‑Pay
- Committee/Advisor: Compensation Committee comprised solely of independent directors; uses Aon Human Capital Solutions (Radford) as independent consultant .
- Benchmarking Peers:
- 2024 Peer Group included: ANSYS, AppFolio, Ceridian, CoStar, DoubleVerify, Dun & Bradstreet, FactSet, Fair Isaac, HubSpot, Informatica, LiveRamp, MarketAxess, Morningstar, MSCI, Okta, Paycom, Paylocity, Smartsheet, The Trade Desk, Tradeweb, Tyler Technologies .
- 2025 Peer Group (updated): Alarm.com, AppFolio, Asana, Braze, Clearwater Analytics, Dropbox, DoubleVerify, Five9, Freshworks, GitLab, HubSpot, Informatica, nCino, Okta, PagerDuty, Rapid7, SentinelOne, Sprinklr, Teradata, Twilio, Tyler Technologies, Verint Systems .
- Say‑on‑Pay Support: 88.7% approval at the May 2024 annual meeting; 2024 program changes increased performance‑based equity weight and introduced adjusted FCF/share PSUs .
Pay‑Versus‑Performance (Selected Data)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| CEO Summary Comp Table Total ($) | 834,971 | 4,973,764 | 6,253,865 |
| CEO Compensation “Actually Paid” ($) | (9,307,765) | 2,304,429 | 1,024,960 |
| Company TSR ($100 initial) | 88.56 | 54.38 | 30.91 |
| Peer Group TSR ($100 initial; ^IXCO) | 120.35 | 200.34 | 273.18 |
| Net Income ($M) | 63.2 | 107.3 | 29.1 |
| Company‑Selected Measure (AOI, $M) | 447.8 | 498.6 | 428.5 |
Related Party Transactions and Controls
- TRA Liability/Payments: As of 12/31/2024, $2,762.5M liability under Tax Receivable Agreements; $94.0M paid in 2024 .
- Family Relationship: VP Human Resources (Michelle Milner) is Mr. Schuck’s sister‑in‑law; total comp ≈$0.3M in 2024 .
- Administrative Fees: Company paid ≈$0.1M in 2024 for tax/accounting/admin expenses of HSKB entities controlled by Mr. Schuck; similar fees approved for 2025 .
- Section 16 Compliance: All insiders compliant in 2024 except one late Form 4 for HSKB Funds II, LLC due to administrative error .
- Clawback: Dodd‑Frank compliant clawback policy effective 10/2/2023; additional clawback/forfeiture for “Detrimental Activity” under 2020 Omnibus Incentive Plan .
Director Service and Independence Considerations for Mr. Schuck
- Board Tenure: Director and Chairman since Nov 2019; Founder designee per stockholders agreement .
- Committee Roles: None (CEO/Chair is not a committee member) .
- Independence: Not independent; combined CEO/Chair role flagged by investors; Board committed to appoint a Lead Independent Director by the 2026 AGM to mitigate governance concerns (executive sessions of independent directors are held regularly) .
Additional 2024 Business/Execution Indicators
- Operational: 1,867 customers with ≥$100K ACV; launched AI‑powered ZoomInfo Copilot; investor outreach >400 meetings (top 50 held >44% of shares) .
- Capital Allocation: Repurchased 46.8M shares (12% of shares) for $562.3M at $12.01 average in 2024 .
- CFO Transition: Former CFO departed; Interim CFO appointed Sept 2024 (with tailored compensation/retention); CTO departed March 2025 .
Investment Implications
- Pay alignment: 2024 featured a higher mix of performance‑based equity (stock‑price and FCF/share PSUs) and transparent cash metrics (Net New ARR, AOI); the 23% bonus payout reflects discipline amid growth/margin trade‑offs .
- Ownership/overhang: Founder‑CEO holds 8.5% beneficial stake, reinforcing alignment; HSR‑linked vesting delays, anti‑hedge/pledge policies, and ownership guidelines limit adverse trading overhang and alignment risks .
- Governance: Combined CEO/Chair role remains a risk factor, though a Lead Independent Director is planned by 2026; strong committee independence and regular executive sessions partially mitigate .
- Execution risk: NRR at 87% and CFO/CTO transitions highlight go‑to‑market and leadership continuity challenges; however, robust cash generation (OCF/FCF) and capital returns (buybacks) support valuation and cushion volatility .
- Signals to watch: PSU stock‑price tranches and FCF/share performance determinations through 2026, buyback cadence, insider 10b5‑1 plans, and appointment of a Lead Independent Director.
Appendix: Key Data Tables
CEO 2024 Grants and Outstanding Equity (as of 12/31/2024)
| Award | Units/Status | Market/Accounting Value | Vesting/Status |
|---|---|---|---|
| RSU (Granted 5/29/2024) | 220,589 unvested | $2,318,390 at $10.51 close | 25% on 4/1/2025; then quarterly for 36 months |
| FCFps PSUs (Granted 5/29/2024) | 73,530 target unearned | $772,800 at $10.51 close | Earn by FY24‑26 FCF/share; 2024 tranche earned 97% |
| Market‑Based PSUs (Granted 5/29/2024) | 294,118 target unearned | $3,091,180 at $10.51 close | Four price/service gates to 4/1/2027; none vested |
| RSUs vesting within 60 days of 3/15/2025 | 55,147 | N/A | Standard RSU schedule; subject to HSR delay if threshold crossed |
Potential Payments (Selected, CEO)
| Scenario | Cash Severance (Salary) | Cash Severance (Bonus) | Health (COBRA) | Time‑based Equity Acceleration |
|---|---|---|---|---|
| Involuntary termination in connection with CIC | $825,000 (18 months) | $550,000 (100% target) | $29,774 | $2,318,390 (all time‑based) |
| Involuntary termination (no CIC) | $550,000 (12 months) | $550,000 (target; pro‑rated) | $19,849 | $869,387 (next 12 months’ time‑based) |
All amounts at 12/31/2024 stock price $10.51; PSUs do not accelerate upon termination (performance‑contingent) .
Selected Company KPIs (FY 2024)
| KPI | Value |
|---|---|
| Revenue ($M) | 1,214.3 |
| GAAP Operating Income ($M) | 97.4 |
| Adjusted Operating Income ($M) | 428.5 |
| AOI Margin (%) | 35% |
| Net Cash from Operating Activities ($M) | 369.4 |
| Unlevered Free Cash Flow ($M) | 446.9 |
| Net Revenue Retention (%) | 87% |
| Shares Repurchased (M) | 46.8 at $12.01 avg ($562.3M) |
Policies
- Anti‑hedging/pledging and trading restrictions; 10b5‑1 plans encouraged .
- Clawback policy (erroneously awarded incentive comp) and forfeiture for detrimental activity .
- Ownership guidelines: CEO 6x salary; 50% net‑share retention until compliant .
- No severance/cic tax gross‑ups; best‑net cutback .
Shareholder Engagement and Governance Enhancements
-
400 investor meetings in 2024; Board committed to appoint a Lead Independent Director by 2026; increased CEO performance‑based equity mix and added FCF/share PSUs .