Michael Fenger
Zoom CommunicationsAbout Michael Fenger
Michael Fenger, 57, has served as an independent Class III director of Zoom Video Communications since August 2024, and is nominated for re‑election to serve through 2028 . He is Vice President, Worldwide Sales at Apple (previously VP, Global iPhone Sales) and holds a BA in economics from Miami University . The Board determined he is independent under Nasdaq and SEC rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Apple Inc. | Vice President, Worldwide Sales; previously VP, Global iPhone Sales | Since 2019; prior role dates not disclosed | Senior commercial leadership across product sales |
| General Electric Company | Senior positions (strategy for sales, operations, marketing, supply chain) | Not disclosed | Multiregional execution (Americas, Europe, Greater China) |
| Motorola, Inc. | Senior positions (strategy for sales, operations, marketing, supply chain) | Not disclosed | Multiregional execution (Americas, Europe, Greater China) |
External Roles
| Company/Institution | Role | Public Board? | Notes |
|---|---|---|---|
| Apple Inc. | Vice President, Worldwide Sales | Not disclosed | Operating executive role; not a directorship |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance Committee; Chair is Santiago Subotovsky .
- Independence: Board affirmed Fenger’s independence under Nasdaq and SEC rules .
- Attendance and engagement: In FY2025 the Board met four times; each incumbent director attended at least 75% of Board and applicable committee meetings .
- Board structure: Staggered board; Fenger is a Class III director nominated for a new term ending 2028 .
- Lead Independent Director: Dan Scheinman (not Fenger) .
Fixed Compensation
| Director | Fiscal Year | Cash Fees ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Michael Fenger | FY2025 | 22,011 | 262,183 | 284,194 |
Non‑Employee Director Compensation Policy (structure):
- Annual Board retainer: $45,000; Lead Independent Director $65,000 .
- Committee membership retainers: Audit $12,500; Compensation $10,000; Nominating & Corporate Governance $5,000; Cybersecurity Risk Management $10,000 .
- Committee chair retainers: Audit $27,500; Compensation $20,000; Nominating & Corporate Governance $10,000; Cybersecurity Risk Management $20,000 .
Performance Compensation
| Element | Terms | Vesting/Performance | Acceleration |
|---|---|---|---|
| Director RSU grant (Target RSU) | Annual grant value target $275,000; number of shares based on 60‑trading‑day trailing average closing price | Initial grant for new directors pro‑rated; vests fully on day immediately preceding first annual meeting after appointment or one‑year anniversary, subject to continuous service | RSUs accelerate and vest in full upon death/disability or change‑in‑control, subject to service |
Note: Director RSUs are time‑based; no performance metrics apply to director equity awards .
Other Directorships & Interlocks
| Entity | Relationship | Potential Interlock/Conflict | Disclosed Transactions |
|---|---|---|---|
| Apple Inc. | Fenger serves as VP, Worldwide Sales | Operating role at a large technology company; Board still determined independence | No Apple‑related party transactions disclosed in proxy |
Expertise & Qualifications
- Global go‑to‑market leadership in technology, including sales, operations, marketing, and supply chain across Americas, Europe, Greater China .
- Senior public‑company operating experience (Apple; prior GE, Motorola) .
- Economics degree (Miami University) .
Equity Ownership
| Holder | Class A Shares | Class B Shares | RSUs Outstanding | Options Outstanding | Ownership % |
|---|---|---|---|---|---|
| Michael Fenger | — (none reported as of March 31, 2025) | — | 3,738 RSUs as of Jan 31, 2025 | 0 | Less than 1% (not listed; “*” indicates <1%) |
Policies affecting alignment:
- Prohibition on hedging, short sales, purchasing on margin, and pledging of company stock; directors must trade via 10b5‑1 plans .
- Director RSUs are time‑based and can accelerate upon certain events .
Governance Assessment
- Strengths: Independent status despite external operating role; service on the Nominating & Corporate Governance Committee aligns with governance and succession oversight priorities . Participation threshold met (≥75% attendance) indicates engagement in FY2025 .
- Ownership/Alignment: As of the record date, no beneficial ownership reported within 60 days (consistent with an initial pro‑rated RSU grant vesting near the annual meeting), and 3,738 RSUs outstanding at FY‑end; alignment grows primarily through equity grants rather than share ownership .
- Compensation mix: Majority in equity via RSUs with standardized cash retainers; policy uses a 60‑day average price to mitigate volatility, and provides change‑in‑control/death/disability acceleration which is standard but reduces long‑term retention risk under extraordinary events .
- Conflicts/Related‑party exposure: Disclosed employment of Fenger’s son at Zoom (FY2025 total compensation ~$357,481), evaluated under company policy and paid on standard terms for comparable roles; Board maintained Fenger’s independence, but this remains a monitoring point for potential perceived conflicts (RED FLAG to monitor) .
- Additional observations: No Apple‑related transactions disclosed; the related‑party policy excludes mere status as a director of another entity from being a related‑party transaction, and requires Audit Committee review if such transactions arise . Lead independent oversight remains with Scheinman, providing counterbalance to CEO‑Chair duality .