Katie Rooney
ZIAbout Katie Rooney
Katie Rooney is an independent director of ZoomInfo Technologies Inc. (ZI), appointed effective February 1, 2025, and serves as a Class III director with a term expiring at the 2026 annual meeting . She currently serves on the Audit Committee and the Nominating and Corporate Governance Committee, and has been designated by the Board as an “audit committee financial expert” under SEC rules . Rooney is the Chief Financial Officer of Maven Clinic; previously she was Global CFO and Chief Operating Officer at Alight, and held senior finance roles at Aon (including CFO of Aon Hewitt) and Morgan Stanley; she holds a BBA in finance from the University of Michigan . The Board has determined Rooney is independent under Nasdaq and Exchange Act standards applicable to boards and committees .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Maven Clinic | Chief Financial Officer | Current | Executive finance leadership at a healthcare company dedicated to women’s and family health . |
| Alight | Global CFO and COO | Prior to Maven | Helped lead the carve-out of Alight from Aon to The Blackstone Group . |
| Aon / Aon Hewitt | CFO (Aon Hewitt), CFO Outsourcing division, Global Head of FP&A; Treasury leadership (corporate finance, M&A, financial risk) | 2009–2017 (Aon Hewitt); additional Aon roles prior to Alight | Led global finance and shared services initiatives to drive profitability and shareholder value . |
| Morgan Stanley | Vice President, Investment Banking (medical technology coverage) | 2006–2009 | Primary/secondary coverage of numerous med-tech companies . |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ZoomInfo Technologies Inc. | Independent Director; Member – Audit; Member – Nominating & Corporate Governance; Audit Committee Financial Expert | Feb 1, 2025–present | Class III, term ends 2026 annual meeting . |
| Window to The World Communications, Inc. (WTTW/WFMT) | Board of Trustees | Current | Chicago public broadcasting (governance/mission oversight) . |
| Smartsheet Inc. | Director | Prior service (dates not specified) | Public SaaS board experience . |
Board Governance
- Committee assignments: Rooney serves on the Audit Committee and the Nominating and Corporate Governance Committee effective February 1, 2025; she is not a committee chair . The Board has also determined that she qualifies as an audit committee financial expert .
- Independence: The Board affirmatively determined Rooney is independent under Nasdaq rules and applicable Exchange Act provisions (including audit and compensation committee independence requirements) .
- Board structure: The Chair and CEO roles are combined; the Board committed to appoint a Lead Independent Director by the next annual meeting to enhance governance .
- Meetings and attendance context: In 2024, the Board held seven meetings; committees held Audit (6), Compensation (6), Nominating & Corporate Governance (5), Privacy, Security & Technology (4). All incumbent directors in 2024 attended at least 75% of meetings while serving; Rooney joined in 2025 (attendance for her not yet disclosed) .
- Executive sessions: Non-management directors hold regular executive sessions; independent directors meet privately at least twice per year .
Fixed Compensation
| Component | Policy Amount | Katie Rooney Application | Vesting/Notes |
|---|---|---|---|
| Board annual cash retainer | $50,000 per year | Prorated from Feb 1, 2025 per 8‑K | Paid quarterly in arrears . |
| Audit Committee member retainer | $10,000 per year (non‑chair) | Eligible (member) | Paid quarterly in arrears; prorated if partial service . |
| Nominating & Corporate Governance member retainer | $4,000 per year (non‑chair) | Eligible (member) | Paid quarterly in arrears; prorated if partial service . |
| Committee chair fees (reference) | Audit $20,000; Compensation $15,000; N&CG $8,000; Privacy, Security & Tech $15,000 | Not applicable (not a chair) | Paid quarterly in arrears . |
| Meeting fees | None disclosed | N/A | N/A . |
Performance Compensation
| Equity Award | Policy/Grant Value | Grant Timing | Vesting Schedule | Katie Rooney Application |
|---|---|---|---|---|
| Annual Director RSUs | $200,000 grant value (number of RSUs = $200,000 / closing price on grant date) | On close of business at each regular annual meeting | Vest in full on earlier of first anniversary of vesting start or next regular annual meeting | Initial annual RSU grant prorated for service starting Feb 1, 2025 . |
- Performance metrics for non-employee director equity: Not applicable—director RSUs are time-based; no performance-conditioned director awards disclosed .
- Indemnification agreement: Company intends to enter into its standard director indemnification agreement with Rooney .
Other Directorships & Interlocks
| Company/Entity | Relationship | Interlock/Conflict Note |
|---|---|---|
| Smartsheet Inc. | Rooney previously served as a director | Mark Mader, Smartsheet’s CEO and director, is also a ZoomInfo director—indicates a prior network linkage; no related-party transaction disclosed . |
| Window to The World Communications (WTTW/WFMT) | Board of Trustees (Rooney) | Not a ZoomInfo customer/supplier disclosure; no Item 404 related-party transactions reported . |
- Related-party review: The Company disclosed no arrangements/understandings for Rooney’s selection, no family relationships, and no transactions requiring disclosure under Item 404(a) at the time of her appointment .
Expertise & Qualifications
- Financial leadership: Multi-decade CFO/COO background across public-company scale organizations; designated an “audit committee financial expert” .
- Strategic and operational expertise: Corporate development, M&A execution, global shared services, and profitability initiatives at Aon/Alight .
- Education: BBA in finance, University of Michigan .
- Industry breadth: Experience spanning healthcare (Maven), human capital technology/services (Alight), insurance/HR outsourcing (Aon), and investment banking (Morgan Stanley) .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Pledged or Margin Status |
|---|---|---|---|
| Katie Rooney | 5,539 | <1% | Company policy prohibits pledging and hedging; no director/NEO shares are pledged or in margin accounts . |
- Stock ownership guidelines: Non-employee directors must own shares equal to 5x annual cash retainer; compliance measured annually with a five-year phase-in and 50% net share retention until met .
Governance Assessment
- Positives: Independent director with deep CFO/COO credentials; Audit Committee Financial Expert designation supports financial oversight rigor . Strong alignment policies (5x retainer ownership guideline; hedging/pledging prohibited) and no related-party transactions disclosed at appointment bolster investor confidence .
- Structure and oversight: While Chair/CEO roles are combined, the Board plans to appoint a Lead Independent Director by the next annual meeting, addressing investor feedback on independent leadership . Regular executive sessions and active committee structure support independent oversight .
- Watch items: Newly appointed in 2025—personal attendance and long-term ownership build are yet to season; current beneficial ownership is modest (<1%), with guideline compliance expected over a five-year window . Network linkage to Smartsheet via past Rooney service and current ZoomInfo director Mark Mader merits routine monitoring but no related-party concerns are disclosed .