Keith Enright
ZIAbout Keith Enright
Independent director (Class I) since March 2020; age 50; chairs the Privacy, Security, and Technology Committee and serves on the Audit Committee . Partner at Gibson Dunn (joined September 2024), co-chairing the firm’s Tech & Innovation Industry Group and AI Practice; previously Chief Privacy Officer at Google (2011–September 2024) and earlier Chief Privacy Officer & VP, Privacy at Macy’s Inc.; BA, University of Massachusetts Amherst; JD, George Washington University Law School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Gibson Dunn | Partner; Co-Chair Tech & Innovation Industry Group; Co-Chair AI Practice | Sep 2024–present | Oversees technology and AI legal strategy; external expertise informing ZI’s tech risk oversight |
| Google LLC | Chief Privacy Officer | 2011–Sep 2024 | Led global privacy at a scaled tech firm; relevant to ZI’s data governance and compliance |
| Macy’s Inc. | Chief Privacy Officer & VP, Privacy | Prior to 2011 | Enterprise privacy leadership in retail context |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| Gibson Dunn | Partner; Co-Chair Tech/Innovation & AI Practice | Private law firm | No related-party transactions disclosed with ZI; Audit Committee oversees related party policy |
Board Governance
- Committee assignments: Audit Committee member; Chair, Privacy, Security, and Technology Committee .
- Independence: Board determined Enright is independent under Nasdaq rules; also independent for Exchange Act §10A audit committee purposes .
- Attendance and engagement: Board met 7 times in 2024; all incumbent directors attended ≥75% of Board/committee meetings during their tenure . Privacy, Security, and Technology Committee met 4 times in 2024; Audit Committee met 6 times .
- Audit Committee report signatory, evidencing active oversight of financial reporting and auditor independence .
- Board leadership: CEO is Chair; Board committed to appoint a Lead Independent Director by the 2026 annual meeting, reflecting investor feedback .
- Executive sessions: Independent directors meet privately at least twice per year .
Fixed Compensation
| Component | Amount/Units | Detail |
|---|---|---|
| Board annual cash retainer | $50,000 | Paid quarterly for Board service |
| Audit Committee member retainer | $10,000 | Non-chair member fee |
| Privacy, Security, and Technology Committee chair retainer | $15,000 | Chair fee |
| Total cash fees (2024) | $75,000 | Sum of retainers above |
| Annual director RSU grant (grant-date fair value) | $200,013 | Annual RSUs; vests fully by first anniversary or next annual meeting |
| Unvested RSUs outstanding (12/31/2024) | 15,187 units | Time-based vesting under plan |
Performance Compensation
Directors receive time-based RSUs; no performance conditions or metrics disclosed for director equity awards .
| Performance Element | Structure | Metrics/Targets |
|---|---|---|
| Director equity awards | RSUs (time-based) | None disclosed (no PSU metrics for directors) |
Other Directorships & Interlocks
| Company | Role | Interlock/Comments |
|---|---|---|
| None disclosed | — | Proxy lists Enright’s roles at Gibson Dunn, Google, Macy’s; no public company directorships disclosed . Other ZI directors hold outside roles (e.g., Mark Mader is CEO/director of Smartsheet), but no Enright-specific interlocks flagged . |
Expertise & Qualifications
- Deep data privacy and cybersecurity leadership from Google and Macy’s; relevant to ZI’s global data practices .
- AI governance expertise via Gibson Dunn practice co-chair roles; aligns with committee oversight of AI strategy and risk .
- Audit-committee-qualified independent director; contributes to financial reporting oversight .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial ownership (shares) | 44,615 shares |
| Shares outstanding (reference for % calc) | 338,415,320 shares |
| Ownership as % of shares outstanding | ~0.013% (44,615 / 338,415,320) |
| Unvested RSUs outstanding (12/31/2024) | 15,187 units |
| Hedging/pledging status | Company policy prohibits hedging/pledging; no pledged or margin-held shares for any director/NEO |
| Stock ownership guidelines | Directors must hold shares equal to 5× annual cash retainer; measured each April 1; 50% net-share retention until met |
| Compliance status | Not individually disclosed; guidelines and measurement methodology provided |
Governance Assessment
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Strengths:
- Independent director with highly relevant privacy/cyber/AI expertise; chairs the committee directly overseeing data privacy, cybersecurity, and technology risk (including AI), reinforcing investor confidence in risk governance .
- Audit Committee membership and report signatory support robust oversight of financial reporting and auditor independence .
- Director pay mix balanced with significant equity grant ($200,013) alongside cash retainers ($75,000), aligning incentives with shareholder value .
- Anti-hedging/pledging policy and stock ownership guidelines enhance alignment and mitigate red flags .
- Section 16 compliance clean for directors in 2024 (late filing noted only for HSKB Funds II, LLC administrative error; not Enright) .
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Watch items / potential red flags:
- Board has not yet appointed a Lead Independent Director; commitment to appoint by 2026 is positive but timing may concern governance-focused investors until implemented .
- 2024 annual meeting attendance by directors was low (3 of 9 attended), though overall meeting attendance across the year met ≥75% threshold; individual annual-meeting attendance for Enright not disclosed .
- Enright’s law firm partnership could present theoretical conflicts if Gibson Dunn advises ZI; no related-party transactions disclosed involving Enright/Gibson Dunn; related-party transactions are subject to independent Audit Committee approval under policy .
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Shareholder sentiment signal:
- Say-on-pay (executive) approval at ~88.7% in 2024 suggests acceptable compensation governance; not director-specific but indicative of overall governance posture .
Overall, Enright’s domain expertise and committee leadership materially strengthen ZI’s oversight of privacy/technology risks, a core investor focus for a data-centric SaaS company. The primary governance gap is the current absence of a Lead Independent Director, which the Board has committed to address by 2026 .