Jonathan Chadwick
Zoom CommunicationsAbout Jonathan Chadwick
Jonathan Chadwick (age 59) is an independent director of Zoom Communications, Inc. and has served on the Board since September 2017; his current term expires in 2027 . A Chartered Accountant (England) with a B.Sc. in Electrical and Electronic Engineering from the University of Bath, he is a former CFO/COO at VMware and has held senior finance roles at Skype/Microsoft, McAfee (Intel), and Cisco, bringing deep financial oversight and operating experience to Zoom’s board . The Board has affirmatively determined Chadwick is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| VMware, Inc. | CFO, COO, EVP | Nov 2012 – Apr 2016 | Senior financial and operational leadership |
| Skype Communication S.à r.l. | CFO | Mar 2011 – Oct 2011 | Led finance through acquisition by Microsoft |
| Microsoft Corporation | Corporate Vice President | Oct 2011 – Nov 2012 | Post‑acquisition leadership for Skype |
| McAfee, Inc. | EVP & CFO | Jun 2010 – Feb 2011 | Guided finance through Intel acquisition |
| Cisco Systems, Inc. | Various executive roles | Sep 1997 – Jun 2010 | Multiple leadership posts in a global tech company |
| Coopers & Lybrand (PwC) | Various roles (US/UK) | Not disclosed | Public accounting background |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| ServiceNow, Inc. | Director | Current | Not disclosed |
| Confluent, Inc. | Director | Current | Not disclosed |
| Samsara Inc. | Director | Current | Not disclosed |
| Elastic N.V. | Director | Former | Not disclosed |
| Cognizant Technology Solutions Corp. | Director | Former | Not disclosed |
| F5 Networks, Inc. | Director | Former | Not disclosed |
Board Governance
- Committee assignments: Audit Committee Chair (and member); Audit Committee is fully independent; Board designated Chadwick as an “audit committee financial expert” under SEC rules .
- Attendance: Board met four times in FY2025; every incumbent director attended at least 75% of aggregate Board and applicable committee meetings; Audit Committee met four times .
- Independence: Board determined Chadwick is independent under Nasdaq/SEC standards .
- Risk oversight: Audit Committee oversees financial reporting/internal control, pre‑approves audit/non‑audit services, reviews related person transactions .
- Insider trading policy: Prohibits hedging, short sales, trading derivatives, margin purchases, and pledging; directors and executive officers may trade only via 10b5‑1 plans .
Fixed Compensation
| Component | Amount (USD) | Basis | Source |
|---|---|---|---|
| Annual Board Retainer | $45,000 | Non‑employee director cash retainer | |
| Audit Committee Chair Retainer | $27,500 | In lieu of Audit Committee member retainer | |
| Total Cash Fees Received (FY2025) | $72,500 | Board + Audit Chair retainer received by Chadwick |
Notes:
- Policy retainer schedule also includes committee member retainers (Audit $12,500; Compensation $10,000; Nominating $5,000; Cybersecurity $10,000) and other committee chair retainers (Comp $20,000; Nominating $10,000; Cybersecurity $20,000) .
Performance Compensation
| Component | Metric | Weight | Vesting/Trigger | Reported Value (FY2025) | Source |
|---|---|---|---|---|---|
| Annual Director RSU Grant | None (time‑based) | N/A | Vests by day immediately preceding annual meeting; accelerates on death/disability/change‑in‑control | $252,676 (ASC 718 grant‑date fair value for Chadwick) |
Notes:
- Non‑employee director equity is an RSU grant targeted at $275,000, sized using a 60‑trading‑day trailing average closing price; not performance‑vested and capped by annual election/continued service conditions .
Other Directorships & Interlocks
| Company | Interlock / Overlap | Governance Note |
|---|---|---|
| ServiceNow, Inc. | Chadwick serves as Director; William R. McDermott (Zoom Director) is ServiceNow CEO and Chair | Potential information flow benefits; monitor for related‑party exposure if company relationships arise (none disclosed) |
Expertise & Qualifications
- Chartered Accountant (England) and experienced public company CFO/COO; financial reporting and internal control oversight depth .
- Designated audit committee financial expert; aligns with Audit Chair role .
- Technology industry experience across VMware, Cisco, Microsoft, McAfee; broad operational perspective .
Equity Ownership
| Security | Quantity | % of Class | Voting Power Note | Source |
|---|---|---|---|---|
| Class A Common Stock | 1,514 | <1% | One vote per share | |
| Class B Common Stock | 50,000 | <1% | Ten votes per share; convertible into Class A on 1:1 basis | |
| RSUs Outstanding (as of Jan 31, 2025) | 4,361 | N/A | Director RSUs subject to time‑based vesting | |
| Options Outstanding | 0 | N/A | No options listed for Chadwick; only Scheinman holds options among directors |
Alignment and restrictions:
- Hedging and pledging of Zoom stock are prohibited by policy, supporting alignment with long‑term shareholder interests .
Governance Assessment
- Strengths: Independent director; Audit Chair and SEC‑designated financial expert; compliant attendance; compensation mix skews to equity, which is time‑vested and confers alignment; strict hedging/pledging prohibitions .
- Potential risks/RED FLAGS: Interlock with ServiceNow (where McDermott is CEO and Zoom director) can create perceived conflicts if material transactions emerge—none are disclosed for Chadwick; Audit Committee reviews related person transactions under a formal policy .
- Director pay structure: Cash ($72.5k) plus RSUs (reported $252.7k), consistent with peer practices; RSUs accelerate upon change‑in‑control, which is common but can be scrutinized by investors for entrenchment—note acceleration terms are standard and disclosed .
- Attendance/engagement: Board and Audit Committee held four meetings; all incumbents met at least 75% participation, indicating baseline engagement; individual attendance rates are not itemized .
No related‑party transactions were disclosed involving Chadwick; the proxy lists a gift relating to another director and investor rights agreements, but none name Chadwick .
Director Compensation (FY2025)
| Metric | Amount (USD) |
|---|---|
| Fees Earned or Paid in Cash | $72,500 |
| Stock Awards (ASC 718) | $252,676 |
| Total | $325,176 |
Additional Policy Disclosures Relevant to Governance
- Non‑Employee Director RSU mechanics: Target $275,000; 60‑day average price sizing; full acceleration upon death/disability/change‑in‑control .
- Board independence: Nine of ten directors independent; Zoom maintains Corporate Governance Guidelines and a Code of Business Conduct and Ethics .
- Related person transactions: Formal policy with Audit Committee oversight; identified transactions in proxy do not include Chadwick .