Cindy Hoots
Zoom CommunicationsAbout Cindy Hoots
Independent director at Zoom Communications, Inc. since January 2023; age 57 as of March 31, 2025; current Chief Digital Officer and Chief Information Officer at AstraZeneca PLC since January 2020, with prior senior technology roles at Unilever and British American Tobacco; B.S. in Computer Information Systems from DeVry Institute of Technology. The Board identifies her as bringing significant cybersecurity and technology expertise and classifies her as an independent director under Nasdaq rules; her current board term runs through 2027.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| AstraZeneca PLC | Chief Digital Officer & Chief Information Officer | Jan 2020 – present | Brings enterprise-scale digital and cybersecurity expertise to Zoom’s board oversight. |
| Unilever PLC | Global Vice President of Technology | Jan 2018 – Dec 2019 | Global technology leadership experience. |
| British American Tobacco plc | VP, Next Generation Products, Commercial and Digital Transformation | 2016 – 2018 | Commercial and digital transformation experience. |
External Roles
| Organization | Role | Start | Notes |
|---|---|---|---|
| AstraZeneca PLC | Chief Digital Officer & Chief Information Officer | Jan 2020 | Full-time executive role (not a public company directorship). |
Board Governance
- Independence: Determined to be independent under SEC and Nasdaq standards.
- Board structure: Classified (staggered) board; directors elected to three-year terms.
- Attendance: In FY2025, each incumbent director attended at least 75% of aggregate board and relevant committee meetings; board held 4 meetings.
- Committee assignments and chair roles:
- Audit Committee: Member.
- Cybersecurity Risk Management Committee: Chair.
- Audit Committee independence: Committee comprised solely of independent directors; Hoots co-signed the FY2025 Audit Committee Report.
- Cybersecurity oversight scope: Committee oversees IT/network security, data security, incident response readiness, and risk management frameworks; met four times in FY2025.
Fixed Compensation
| Component | Amount (USD) | Evidence |
|---|---|---|
| Annual Board Retainer | $45,000 | |
| Audit Committee Member Retainer | $12,500 | |
| Cybersecurity Risk Management Committee Chair Retainer | $20,000 | |
| Total Cash (Fees Earned FY2025) | $77,500 |
Performance Compensation
| Element | Detail | Evidence |
|---|---|---|
| Annual Director RSU Target Value | $275,000 per year (target) | |
| Reported FY2025 Stock Award (Grant-date fair value) | $252,676 | |
| RSUs Outstanding (as of Jan 31, 2025) | 4,361 units | |
| Vesting & Grant Mechanics | Initial/annual RSUs generally vest by the day before the next annual meeting (or 1-year from grant); share count uses a 60-trading-day trailing average price to stabilize grant sizing | |
| Change-in-Control & Death/Disability | All non-employee director RSUs accelerate and vest in full upon change in control or death/disability (single-trigger for CoC) | |
| Options | None reported for Hoots (no outstanding options) |
Note: Non-employee director equity is time-vested; there are no performance metrics attached to director RSU awards.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed in Zoom’s proxy for Ms. Hoots. |
| Committee interlocks | Compensation Committee interlocks disclosed for Zoom do not involve Hoots (she is not on Comp Committee). |
| Related-party transactions | No related-person transactions disclosed involving Hoots; policy excludes transactions where a director’s participation is solely due to their position at another entity. |
Expertise & Qualifications
- Significant cybersecurity and technology expertise; CIO/CDO background at a global pharmaceutical company and senior technology roles at large multinationals.
- Chairs Zoom’s Cybersecurity Risk Management Committee, aligning domain expertise with board oversight needs.
- Education: B.S. in Computer Information Systems, DeVry Institute of Technology.
Equity Ownership
| Item | Amount | Evidence |
|---|---|---|
| Class A shares beneficially owned (Mar 31, 2025) | 5,682 | |
| Ownership as % of outstanding | <1% | |
| RSUs outstanding (Jan 31, 2025) | 4,361 | |
| Hedging/pledging | Company policy prohibits hedging, short sales, margin, and pledging for directors and officers |
Governance Assessment
- Strengths:
- Independent director with deep enterprise cybersecurity and digital leadership; appropriately chairs the Cybersecurity Risk Management Committee.
- Serves on an all-independent Audit Committee and co-signed the Audit Committee Report, indicating active oversight engagement.
- Met the 75%+ attendance threshold; board and key committees met regularly (four times in FY2025).
- Director pay structure is conventional for large-cap tech (cash retainer + annual time-vested RSUs); equity comprises the majority of total director pay.
- No related-party transactions disclosed involving Hoots; strong insider trading policy forbidding hedging/pledging.
- Watch items / potential red flags:
- Director RSUs accelerate on a single-trigger change in control, which some investors view as weaker alignment versus double-trigger provisions.
- Overall Zoom board is staggered, which can reduce near-term accountability to shareholders (structure-level consideration, not specific to Hoots).
- Personal ownership is modest (<1% by proxy methodology), though this is common for outside directors and RSUs are used to build alignment over time.
Context: Zoom’s most recent say-on-pay support was ~81.7%, suggesting generally constructive shareholder sentiment toward the company’s pay practices; board oversight includes robust risk, audit, and cybersecurity processes.