H.R. McMaster
Zoom CommunicationsAbout H.R. McMaster
Lieut. Gen. H.R. McMaster, U.S. Army (ret.), age 62 as of March 31, 2025, has served on Zoom’s Board since May 2020 and is an independent director. He is a senior fellow and lecturer at Stanford University (Hoover Institution; Freeman Spogli Institute; Graduate School of Business) since September 2018, and previously served 34 years in the U.S. Army, including as the 26th Assistant to the President for National Security Affairs (Feb 2017–Apr 2018). His current Zoom board term (Class I) runs through 2026 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The White House | 26th Assistant to the President for National Security Affairs | Feb 2017 – Apr 2018 | Senior national security leadership; strategic assessment and planning cited by Zoom as qualifications |
| U.S. Army | Commissioned Officer (retired Lieutenant General) | 34 years; retired June 2018 | Led large organizations; strategic and operational leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Stanford University (Hoover Institution; Freeman Spogli Institute; GSB) | Senior Fellow; Liautaud Fellow; Lecturer | Since Sept 2018 | Academic leadership; policy and strategy expertise |
| NRx Pharmaceuticals, Inc. | Director (prior) | Not disclosed | Prior public company board service |
Board Governance
- Committee memberships: Nominating & Corporate Governance Committee (member; chair is Santiago Subotovsky), and Cybersecurity Risk Management Committee (member; chair is Cindy Hoots) .
- Independence: Board determined McMaster independent under SEC and Nasdaq standards .
- Attendance: In FY2025, each incumbent director attended at least 75% of aggregate Board and applicable committee meetings; Board held four meetings .
- Committee engagement: In FY2025, Nominating & Corporate Governance Committee held four meetings; Cybersecurity Risk Management Committee held four meetings .
- Board structure: Staggered board; McMaster is Class I with current term expiring 2026 .
Fixed Compensation
| Component | Policy/Amount | Notes |
|---|---|---|
| Annual Board Service Retainer | $45,000 | All eligible non-employee directors |
| Committee Member Retainer – Nominating & Corp Gov | $5,000 | Member retainer |
| Committee Member Retainer – Cybersecurity | $10,000 | Member retainer |
| Lead Independent Director or Chair Retainer | $65,000 (LID) | In lieu of $45,000; not applicable to McMaster |
| McMaster – Fees Earned FY2025 | $60,000 | Reflects $45,000 board + $5,000 Nominating + $10,000 Cybersecurity |
Performance Compensation
| Element | Detail | Source |
|---|---|---|
| Annual Equity Grant Value Target | $275,000 Target RSU for non-employee directors | Applies to Initial and Annual Grants; uses 60-trading day trailing average price to determine RSU count |
| FY2025 Director Stock Awards (ASC 718) | $252,676 (grant date fair value reported for McMaster) | Annual grant on 2024 annual meeting date under policy |
| RSUs Outstanding (as of Jan 31, 2025) | 4,361 RSUs (McMaster) | Unvested RSUs outstanding; no options disclosed for McMaster |
| Vesting | Initial Grant pro-rated; vests by day before next annual meeting (or 1-year anniversary if sooner). Annual Grants vest by day before next annual meeting, subject to continuous service | |
| Acceleration | Full vesting upon death, disability, or change in control, subject to service through such date |
No performance metrics are tied to director equity; awards are time-based RSUs under the Non‑Employee Director Compensation Policy .
Other Directorships & Interlocks
| Company/Entity | Role | Status | Notes |
|---|---|---|---|
| NRx Pharmaceuticals, Inc. | Director | Prior | Only prior public company directorship disclosed for McMaster |
- Compensation Committee interlocks: Zoom discloses none among current Compensation Committee members (McMaster is not on Comp Committee) .
- Related-party transactions: No related-person transactions disclosed involving McMaster; the only director-related item disclosed was a $1.0M gift to a UC Berkeley center affiliated with director Janet Napolitano (paid over five years from Feb 1, 2022) .
Expertise & Qualifications
- Strategic leadership of large organizations, foreign affairs expertise, and strategic assessment/planning cited as qualifications for Zoom’s board .
- Cybersecurity governance engagement via membership on the Cybersecurity Risk Management Committee, which oversees policies, incident preparedness, and risk management frameworks; committee held four meetings in FY2025 .
Equity Ownership
| Holder | Class A Shares | % of Class A | Class B Shares | Voting Power Note | Derivatives/RSUs | Notes |
|---|---|---|---|---|---|---|
| H.R. McMaster | 7,040 | <1% | — | Class B has 10 votes/share; aggregate voting power table shows McMaster below 1% | 4,361 RSUs outstanding as of Jan 31, 2025 | Ownership as of March 31, 2025; no options disclosed for McMaster |
- Hedging/pledging: Company policy prohibits hedging, short sales, pledging, and holding in margin accounts for directors and officers; trades must be via 10b5‑1 plan .
Governance Assessment
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Strengths
- Independent status with multi-year service and consistent engagement: member of two key committees (Nominating & Governance; Cybersecurity), with each committee meeting four times in FY2025 and each director meeting at least the 75% attendance threshold .
- Equity-heavy director pay aligns interests with shareholders (FY2025: $252,676 equity vs. $60,000 cash), with clear, time-based vesting and acceleration protections limited to death/disability/change in control—no options or performance metric gaming for directors .
- Robust trading/pledging prohibitions mitigate alignment risks (no hedging/pledging) .
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Potential concerns/monitoring items
- Multiple external academic roles require ongoing time-availability assessment; this is explicitly a criterion used by the Nominating & Governance Committee when evaluating directors and nominees .
- No specific McMaster-related conflicts disclosed; continue to monitor related-person disclosures (none involving McMaster in FY2025) .
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Overall view
- McMaster brings high-level strategic, geopolitical, and risk oversight expertise with active participation in governance and cybersecurity oversight. Compensation structure and insider trading controls support alignment; no red flags identified regarding conflicts, pledging, or attendance in the latest proxy cycle .