William R. McDermott
Zoom CommunicationsAbout William R. McDermott
William R. McDermott, age 63 as of March 31, 2025, has served as an independent director of Zoom Video Communications since March 2022. He is Chairman and Chief Executive Officer of ServiceNow (CEO since November 2019; Chairman since October 2022), and previously was Co-CEO (2010–2014) and CEO (2014–Oct 2019) of SAP SE. He holds a B.A. in business management from Dowling College, an MBA from Northwestern University’s Kellogg School of Management, and completed Wharton’s Executive Development Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| SAP SE | Co-CEO (2010–2014); CEO (2014–Oct 2019) | 2010–2019 | Led global enterprise software company through growth period |
| Siebel Systems | EVP, Worldwide Sales & Operations | 2001–2002 | Senior go-to-market leadership |
| Gartner, Inc. | President | 2000–2001 | P&L and operational leadership |
| Xerox Corporation | Various senior management roles | ~1983–2000 | 17 years culminating as youngest president and corporate officer |
| ANSYS, Inc. | Independent Director; Chair, Nominating & Corporate Governance; Compensation Committee member | 2007–2019 (served through at least 2019) | Chaired NCG; on Compensation; attended 100% in prior reports |
External Roles
| Company | Role | Status | Notes |
|---|---|---|---|
| ServiceNow, Inc. (NOW) | Chairman & CEO; Director | Current | CEO since Nov 2019; Chairman since Oct 2022 |
| Fisker Inc. | Director | Former | Prior public board service |
| Under Armour, Inc. | Director | Former | Prior public board service |
| ANSYS, Inc. | Director | Former | See above Past Roles |
| SecureWorks Corp. | Director | Former | Prior public board service |
Board Governance
| Item | Details |
|---|---|
| Independence | Board determined Mr. McDermott is independent under SEC and Nasdaq rules |
| Board tenure at ZM | Director since 2022 (Class III; nominated for term through 2028) |
| Committee assignments (FY2025) | Compensation Committee member (Chair: Dan Scheinman) |
| Committee activity (FY2025) | Compensation Committee held 4 meetings |
| Other committees | Not listed as member of Audit, Nominating & Corporate Governance, or Cybersecurity Risk Management Committees |
| Attendance | Each incumbent director attended ≥75% of Board and committee meetings in FY2025 |
| Lead Independent Director | Dan Scheinman; presides over executive sessions of independent directors |
Fixed Compensation
| Component | Policy Terms (FY2025) | Mr. McDermott – FY2025 Actual |
|---|---|---|
| Board retainer (cash) | $45,000 annual (or $65,000 if Chair/Lead Independent Director) | $55,000 fees earned (aligns with Board retainer + Compensation Committee member fee) |
| Committee member fees (cash) | Audit $12,500; Compensation $10,000; Nominating & Gov $5,000; Cybersecurity $10,000 | Included in $55,000 total fees |
| Committee chair fees (cash) | Audit Chair $27,500; Compensation Chair $20,000; Nominating Chair $10,000; Cybersecurity Chair $20,000 | Not applicable (not a chair) |
Performance Compensation
| Element | Structure | FY2025 Detail |
|---|---|---|
| Annual equity (RSUs) | Target RSU value $275,000; Annual Grant at each annual meeting for re-elected directors; number of RSUs uses 60-trading-day trailing average price; full acceleration on death/disability or change in control; time-based vesting (no performance metrics) | Grant date fair value reported $252,676; RSUs outstanding as of Jan 31, 2025: 4,361 (unvested) |
| Initial equity (RSUs) | Pro-rated Target RSU at initial appointment; vests by the day before next annual meeting or 1-year anniversary (earlier) | Not applicable in FY2025 (initial appointment was 2022) — |
No performance-based metrics apply to non-employee director equity; RSUs are time-based only .
Other Directorships & Interlocks
| Relationship | Description | Governance Implication |
|---|---|---|
| External board interlock | Mr. McDermott is Chairman & CEO of ServiceNow; Zoom director Jonathan Chadwick serves on ServiceNow’s board | External interlock could influence perspectives; Zoom’s Board nonetheless determined both are independent; no related-party transactions disclosed involving ServiceNow |
| Related-party policy | Zoom’s policy routes related person transactions (> $120k) to Audit Committee; mere service as a director of another entity in a transaction does not constitute a related party transaction under policy | Policy mitigates conflict risk; Audit Committee oversight |
Expertise & Qualifications
- Enterprise software CEO experience (ServiceNow; former SAP CEO/Co-CEO), deep global go-to-market, and boardroom leadership across large-cap tech companies .
- Prior chair of Nominating & Corporate Governance Committee and Compensation Committee member at ANSYS; committee governance experience .
Equity Ownership
| Metric | Amount |
|---|---|
| Class A shares beneficially owned | 7,154 shares (<1% of Class A; direct ownership) |
| Unvested RSUs outstanding (as of Jan 31, 2025) | 4,361 RSUs |
| Stock options | None reported for Mr. McDermott (only Dan Scheinman shows 100,000 options) |
| Hedging/pledging | Company policy prohibits short sales, hedging, pledging, margin accounts for directors; no pledging disclosed |
Governance Assessment
-
Strengths
- Independent director with significant large-cap software CEO experience; active Compensation Committee member; Board affirms independence .
- Director compensation aligned with market practice: modest cash retainers plus time-based RSUs; no meeting fees; Aon engaged as independent consultant for director pay .
- Risk controls: prohibition on hedging and pledging; related-party transactions governed by formal policy with Audit Committee oversight .
- Attendance above minimum threshold (≥75%) at Board/committee meetings in FY2025 .
-
Watch items / potential conflicts
- External interlock with ServiceNow’s board via fellow Zoom director Jonathan Chadwick; no related-party transactions disclosed, but interlocks warrant monitoring for perceived conflicts .
- Ownership alignment is primarily via annual RSUs; direct share ownership is modest (<1%), which is common for independent directors but offers limited incremental “skin in the game” beyond annual grants .
Director Compensation (FY2025)
| Component | Amount |
|---|---|
| Fees Earned or Paid in Cash | $55,000 |
| Stock Awards (grant-date fair value) | $252,676 |
| Total | $307,676 |
| RSUs Outstanding (as of Jan 31, 2025) | 4,361 |
Non-Employee Director Compensation Policy (FY2025): Board retainer $45,000; committee member retainers—Audit $12,500, Compensation $10,000, Nominating & Governance $5,000, Cybersecurity $10,000; committee chair retainers—Audit $27,500, Compensation $20,000, Nominating & Governance $10,000, Cybersecurity $20,000; RSU Target value $275,000 with time-based vesting and change-in-control acceleration .
RED FLAGS
- None disclosed regarding related-party transactions, hedging/pledging, or attendance shortfalls. Monitor external ServiceNow interlock with fellow Zoom director for any future transaction overlaps or perceived conflicts; independence affirmed and no such transactions disclosed in FY2025 .