Mark Mader
ZIAbout Mark Mader
Mark Mader, 54, is an independent Class II director of ZoomInfo Technologies Inc. (ZI) serving since February 2020 (also on the Board of Managers of ZoomInfo Holdings LLC from Feb–Jun 2020). He is President, Chief Executive Officer, and a director of Smartsheet Inc., a public SaaS work management platform. He holds a B.A. in Geography from Dartmouth College. The Board has affirmatively determined he is independent under Nasdaq and company guidelines, including for Audit Committee service (Exchange Act Section 10A) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Onyx Software Corporation | SVP, Global Services | 1995–2005 | CRM software firm (acquired by M2M Holdings); leadership roles in services |
| Greenwich Associates | Senior Associate | 1993–1995 | Financial consulting firm |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Smartsheet Inc. (public) | President, CEO & Director | 2006–present (CEO) | Public SaaS provider; current CEO and director |
Board Governance
- Committee assignments: Member, Audit Committee; current Audit Committee composition: Evans (Chair), Enright, Rooney, Mader; Evans and Rooney designated “audit committee financial expert” (Mader not designated) .
- Independence: Board determined Mader is independent under Nasdaq rules and company guidelines; also independent for Audit Committee under Exchange Act §10A(m)(3) .
- Attendance and engagement: Board held 7 meetings in 2024; Audit Committee held 6; all incumbent directors attended ≥75% of Board/committee meetings during their service in 2024 .
- Classified board: Class II director; nominated in 2025 for term expiring 2028 .
- Executive sessions: Non-management and independent directors meet in executive session on a regular basis .
- Lead Independent Director: Board plans to appoint a Lead Independent Director by the 2026 annual meeting, reflecting investor feedback; the Chairman is also the CEO at present .
Fixed Compensation
| Component | Policy Detail | 2024 Amount (Mader) |
|---|---|---|
| Board annual cash retainer | $50,000 per non-employee director | $50,000 (part of total cash) |
| Audit Committee member fee | $10,000 (non-chair member) | $10,000 |
| Other committee fees | Comp Committee: $7,500 (member)/$15,000 (chair); Nominating: $4,000 (member)/$8,000 (chair); Privacy, Security & Technology: $7,500 (member)/$15,000 (chair) | N/A (not applicable to Mader in 2024) |
| Total 2024 cash | Sum of applicable retainers | $60,000 |
Notes: No per-meeting fees disclosed; fees prorated for partial service; directors reimbursed for reasonable out-of-pocket expenses .
Performance Compensation
| Equity Element | Structure | Grant/Value | Vesting |
|---|---|---|---|
| Annual RSU grant | $200,000 in RSUs at close of each annual meeting; shares calculated using grant-date close price | $200,013 (2024) | Vests in full on earlier of 1-year anniversary or next annual meeting |
| Unvested RSUs outstanding (12/31/2024) | Director-level balance | 15,187 units (as of 12/31/2024) | Per program above |
Notes: Non-employee director equity is time-based RSUs; no director performance metrics tied to equity in 2024 .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Consideration |
|---|---|---|
| Smartsheet Inc. | CEO & Director | Smartsheet was included in ZI’s 2024 compensation peer group; however, Mader is not on ZI’s Compensation Committee (Winn Chair; Evans, Gleeson, Wurzbacher members), and the company discloses no compensation committee interlocks in 2024, mitigating interlock risk . |
| Smartsheet (historical linkage) | — | ZI director Katie Rooney previously served on Smartsheet’s board; note as a network linkage, not an active interlock . |
Expertise & Qualifications
- Public-company leadership and SaaS operating experience as current CEO/director of Smartsheet .
- Prior senior roles in enterprise software and financial consulting (Onyx Software; Greenwich Associates) .
- Education: B.A., Dartmouth College .
- The Board’s skills matrix prioritizes core business/leadership, SaaS domain knowledge, finance/accounting expertise, and public-company management; Mader’s biography aligns with SaaS leadership and public-company experience .
Equity Ownership
| Measure | Value |
|---|---|
| Beneficial ownership (shares) | 32,809 (as of March 15, 2025) |
| Ownership as % of outstanding | <1% (per proxy table) |
| Unvested RSUs (director program) | 15,187 (as of 12/31/2024) |
| Stock ownership guidelines (directors) | 5x annual cash retainer; must retain ≥50% of net shares until compliant; measured annually as of April 1 |
| Hedging/pledging | Company policy prohibits hedging, short sales, derivatives, pledging, and margin; no shares of any director or NEO are pledged or held in margin accounts |
Governance Assessment
-
Positives
- Independence and financial oversight: Independent director; Audit Committee member; Audit Committee met 6 times in 2024; all directors met ≥75% attendance thresholds .
- Pay-for-alignment: Director pay is majority equity ($200k RSUs vs $60k cash in 2024), vesting tied to continued service/annual meeting cadence, aligning incentives with shareholder value .
- Ownership and trading discipline: Robust stock ownership guidelines and strict anti-hedging/anti-pledging policy; no pledging by directors .
- No related-party transactions: No Mader-specific related-party transactions disclosed; company policy routes related-person transactions to the Audit Committee of independent directors .
-
Watch items
- Board leadership: No Lead Independent Director yet; Board commits to appointing one by 2026 annual meeting, responding to investor feedback .
- External role overlap: Smartsheet included in ZI’s 2024 executive compensation peer group while Mader is Smartsheet’s CEO; mitigated because he is not on ZI’s Compensation Committee and company disclosed no compensation committee interlocks in 2024 .
-
Shareholder say-on-pay context: 2024 say-on-pay support was ~88.7%, suggesting broad investor acceptance of compensation design changes (context for governance environment, not director-specific) .