Dan Scheinman
Zoom CommunicationsAbout Dan Scheinman
Dan Scheinman (age 62 as of March 31, 2025) is Zoom’s Lead Independent Director and has served on the Board since January 2013; he is an angel investor since April 2011 and previously held senior roles at Cisco, most recently as SVP, Cisco Media Solutions Group, and holds a B.A. in Politics from Brandeis University and a J.D. from Duke University School of Law . As Lead Independent Director, he presides over executive sessions of independent directors, coordinates their activities, and provides oversight of Board performance discussions .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Cisco Systems, Inc. | Senior Vice President, Cisco Media Solutions Group; various roles | Jan 1997 – Apr 2011 | Senior operating experience in technology and media solutions |
| Independent/Angel Investing | Angel Investor | Apr 2011 – Present | Technology investor; board experience across tech companies |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Arista Networks, Inc. | Director | Current | Cloud networking oversight; committee roles not disclosed |
| SentinelOne, Inc. | Director | Current | Cybersecurity oversight; committee roles not disclosed |
| Various Private Companies | Director | Current | Private company governance; details not disclosed |
Board Governance
- Role and independence: Lead Independent Director; Board determined he is independent under Nasdaq and SEC rules .
- Committee assignments: Audit Committee member; Compensation Committee member and Chair .
- Attendance: Board held 4 meetings in FY2025; each incumbent director attended at least 75% of Board and applicable committee meetings; Audit and Compensation each held 4 meetings .
- Board structure: Classified Board with staggered three-year terms; nine of ten directors are independent; Yuan serves as CEO and Chair; LID role held by Scheinman to balance leadership and oversight .
| Meetings (FY2025) | Count |
|---|---|
| Board of Directors | 4 |
| Audit Committee | 4 |
| Compensation Committee | 4 |
| Nominating & Corporate Governance Committee | 4 |
| Cybersecurity Risk Management Committee | 4 |
| Director Attendance Threshold | ≥75% for all incumbent directors |
Fixed Compensation
- Cash retainers (Policy effective FY2025): LID $65,000 (in lieu of $45,000 standard); Audit member $12,500; Compensation Committee chair $20,000 (in lieu of $10,000 member); Nominating member $5,000; Cybersecurity member $10,000 .
- FY2025 cash earned (Scheinman): $97,500 (consistent with LID + Audit member + Compensation chair) .
| Retainer Component (Policy) | Amount (USD) |
|---|---|
| Board – Lead Independent Director (in lieu of standard) | $65,000 |
| Audit Committee – Member | $12,500 |
| Compensation Committee – Chair (in lieu of member) | $20,000 |
| Nominating & Corporate Governance – Member | $5,000 |
| Cybersecurity Risk Management – Member | $10,000 |
| Non-Employee Director Compensation – Scheinman | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| Fees Earned or Paid in Cash ($) | $97,500 | $97,500 | $97,500 |
| Stock Awards ($) (RSUs, ASC 718) | $141,808 | $285,985 | $252,676 |
| Total ($) | $239,308 | $383,485 | $350,176 |
Performance Compensation
- Equity grant structure: Annual RSU grant with Target RSU value of $275,000; share count determined using 60-trading-day trailing average closing price; annual grants vest in full by the day before the next annual meeting (or one-year anniversary), subject to continuous service .
- Acceleration: Director RSUs accelerate and vest in full upon death/disability or a change in control, subject to continuous service through such date .
- Options: Scheinman holds 100,000 Class B options, fully vested and exercisable within 60 days of March 31, 2025 (strike/expiration not disclosed) .
- Performance metrics: None—director RSUs are time-based; no revenue/TSR/ESG metrics tied to director awards disclosed .
| Equity Details | FY2023 | FY2024 | FY2025 |
|---|---|---|---|
| RSU Target Value (Policy) | $275,000 (policy basis) | $275,000 (policy basis) | $275,000 (policy basis) |
| RSU Grant Date Fair Value (ASC 718) – Scheinman | $141,808 | $285,985 | $252,676 |
| RSUs Outstanding (as of fiscal year-end) – Scheinman | 1,880 (as of Jan 31, 2023) | 4,089 (as of Jan 31, 2024) | 4,361 (as of Jan 31, 2025) |
| Options Outstanding – Scheinman | 100,000 Class B (fully vested) | 100,000 Class B (fully vested) | 100,000 Class B (fully vested, exercisable ≤60 days) |
| Acceleration Terms | CoC/death/disability → full vest | CoC/death/disability → full vest | CoC/death/disability → full vest |
| Valuation Method | 60-day trailing average price for RSU share count | 60-day trailing average price for RSU share count | 60-day trailing average price for RSU share count |
| Vesting Basis | Time-based (annual full vest) | Time-based (annual full vest) | Time-based (annual full vest) |
| Performance Metrics Tied to Director Compensation | Status |
|---|---|
| Financial/TSR/ESG metrics | None disclosed; RSUs time-based |
Other Directorships & Interlocks
- Current public boards: Arista Networks (cloud networking), SentinelOne (cybersecurity); plus several private company boards .
- Compensation Committee interlocks: None—no member of Zoom’s Compensation Committee served as an officer of Zoom; none of Zoom’s executive officers served on another entity’s board/comp committee that would create an interlock in the past year .
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Arista Networks, Inc. | Director | No Zoom compensation committee interlock disclosed |
| SentinelOne, Inc. | Director | No Zoom compensation committee interlock disclosed |
| Various Private Companies | Director | Not specified; no related-party transactions disclosed with Zoom |
Expertise & Qualifications
- Technology industry expertise and deep company knowledge cited as Board qualification .
- Legal and policy background (JD) supports governance oversight; Audit Committee membership underscores financial literacy (Audit chair “financial expert” is Jonathan Chadwick) .
- Lead Independent Director duties: presides over independent director executive sessions and coordinates independent oversight .
Equity Ownership
- Beneficial ownership (as of March 31, 2025): 5,969 Class A shares; 1,664,255 Class B shares; options for 100,000 Class B shares exercisable within 60 days; total voting power 2.4% (Class B 3.9%); Class B held via Dan & Zoe Scheinman Trust and The 2017 Scheinman Irrevocable Trust where he serves as trustee .
- Hedging/pledging: Company policy prohibits hedging, short sales, and pledging of company securities; directors and executive officers may trade only via 10b5-1 plans .
| Ownership Breakdown (as of Mar 31, 2025) | Amount |
|---|---|
| Class A Shares | 5,969 |
| Class B Shares | 1,664,255 (3.9% of Class B) |
| Options Exercisable ≤60 days (Class B) | 100,000 (fully vested) |
| % of Total Voting Power | 2.4% |
| Anti-Hedging/Pledging Policy | Prohibits hedging, short sales, pledging; 10b5-1 trading required |
Say-on-Pay & Shareholder Feedback (Context for Compensation Oversight)
| Measure | 2024 Annual Meeting (June 13, 2024) | 2025 Annual Meeting (June 12, 2025) |
|---|---|---|
| Advisory Vote on Executive Compensation – For | 419,708,225 | 431,047,023 |
| Advisory Vote – Against | 93,468,494 | 100,814,782 |
| Advisory Vote – Abstain | 444,436 | 143,461 |
| Broker Non-Vote | 57,037,427 | 45,324,796 |
| Directors Elected (Class/Year) | Scheinman (Class II) elected: For 437,624,893; Withheld 75,996,262; Broker non-vote 57,037,427 | Class III directors elected (Scheinman not up) |
Related-Party Transactions
- Policy: Written related-person transaction policy requiring Audit Committee review; transactions under $120,000 excluded; service compensation excluded; mere position as director at a participating entity not deemed a related-party transaction under policy .
- Disclosures: No related-party transactions involving Scheinman disclosed; the proxy notes a prior gift to UC Berkeley involving Director Napolitano’s center; unrelated to Scheinman .
Compensation Committee Analysis
- Composition: McDermott, Scheinman (Chair), Subotovsky; all independent and non-employee directors under Nasdaq and SEC rules .
- Consultant: Aon’s Human Capital Solutions (Radford) used as independent compensation consultant for director and executive compensation reviews; committee concluded compensation practices are not reasonably likely to have a material adverse effect on the Company .
- Scope: Oversees executive/director compensation, equity plans, severance and change-of-control protections, and general employee compensation philosophy .
Governance Assessment
- Strengths: Independent LID role with clear responsibilities; consistent committee engagement (Audit; Compensation Chair); robust anti-hedging/pledging policy; significant personal ownership aligning interests; say-on-pay approvals indicate generally supportive shareholder sentiment .
- Potential risks/RED FLAGS: None disclosed related to attendance (≥75%), pledging (prohibited), or related-party transactions; oversight remains important given Scheinman’s external directorships and private investments, though no conflicts are disclosed and compensation committee interlocks are absent .
- Implications: As Compensation Committee Chair and LID, Scheinman is central to pay-for-performance governance and independent oversight; his tenure and technology expertise likely enhance board effectiveness, with alignment reinforced by meaningful Class B ownership and option positions .
Note: Director stock ownership guidelines, strike price/expiration for options, and individual meeting attendance percentages were not disclosed; RSU policies are time-based without performance metrics for directors .