Corporate Governance

Committees

The Board of Directors has created three permanent committees in charge of assisting and advising the Board in its decision-making process, according to their respective scope of responsibilities.
Audit Committee
The Audit Committee is entrusted with the oversight of, among others, the integrity and quality of the financial reporting and the effectiveness of the Group’s internal control systems and procedures.
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Valerie A. Mars

NON-EXECUTIVE DIRECTOR
CHAIR OF THE AUDIT COMMITEE

Ms. Mars has been appointed as a new member of the board of directors of the listed company Ermenegildo Zegna N.V..

Ms. Mars currently serves as Senior Vice President & Head of Corporate Development for Mars, Incorporated, a diversified food business operating in over 120 countries, where she focuses on acquisitions, joint ventures and divestitures for the company.

Previously, Ms. Mars served as a member of the board of directors of Fiat Chrysler Automobiles N.V. from 2014 until its merger with Peugeot S.A. in 2021, Ahlstrom-Munksjo, a Finnish/Swedish listed specialty paper business, from 2018 to 2021, and Celebrity Inc., a NASDAQ listed company, from 1994 to 2000.

Ms. Mars began her career with Manufacturers Hanover Trust Company as a training program participant and rose to Assistant Secretary. Prior to joining Mars, Incorporated, Ms. Mars was a controller with Whitman Heffernan Rhein, a boutique investment company. Ms. Mars is also involved in a number of community and educational organizations and currently serves on the Board of Conservation International, where she chairs the Audit Committee.

Born in New York City (USA) in 1959, Ms. Mars holds a Bachelor of Arts degree from Yale University and a M.B.A. from the Columbia Business School.

Valerie A. Mars

NON-EXECUTIVE DIRECTOR
CHAIR OF THE AUDIT COMMITEE

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Sergio P. Ermotti

LEAD NON-EXECUTIVE DIRECTOR

Mr. Ermotti has been appointed as a new member of the board of directors of the listed company Ermenegildo Zegna N.V..

Mr. Ermotti is currently Chairman of the board of directors of IIAC, a position he has held since January 2021. He was elected to the board of directors of Swiss Re Ltd. in April 2020 and has been Chairman of the board of directors since April 2021.

He was the Chief Executive Officer of UBS Group from 2011 to October 31, 2020 and remained an employee of UBS Group until December 31, 2020. Prior to joining UBS, Mr. Ermotti was Deputy Chief Executive of UniCredit from 2007 to 2010, and Head of Markets & Investment Banking from 2005 to 2007. Prior to joining UniCredit, Mr. Ermotti held various positions at Merrill Lynch between 1987 and 2003, including Co-head of Global Equity Markets, Head of Equity Markets EMEA, Head of Global Equity Linked Products, Head of Global Equity Derivatives and Head of the European equity derivatives unit.

Born in Lugano (Switzerland) in 1960, Mr. Ermotti is a Swiss-certified banking expert and a graduate of the Advanced Management Program at Oxford University.

Sergio P. Ermotti

LEAD NON-EXECUTIVE DIRECTOR

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Ronald B. Johnson

NON-EXECUTIVE DIRECTOR

Mr. Johnson has served as a member of the board of directors of the unlisted company Ermenegildo Zegna Holditalia SpA since 2019 and is now a member of the board of the listed company Ermenegildo Zegna N.V..

Mr. Johnson is the founder of Enjoy Technology Inc., where he has served as Chief Executive Officer since 2014. He also serves as a Trustee of Stanford University and a member of the board of directors of Globality, Inc., Philz Coffee, Inc., Fish Six Restaurant Corp (d/b/a The Melt) and other private companies.

Previously, Mr. Johnson served as the Chief Executive Officer of JCPenney Company, Inc. from November 2011 to April 2013, Senior Vice President of Retail at Apple Inc. from January 2000 to October 2011, and Vice President of Merchandising at Target Corporation from September 1984 to December 1999.

Born in Minneapolis (USA) in 1958, Mr. Johnson holds a B.A. in Economics from Stanford University and a M.B.A. from Harvard Business School.

Ronald B. Johnson

NON-EXECUTIVE DIRECTOR

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Compensation Committee
The Compensation Committee is responsible for the preparation of the decisions of the Board regarding compensation and implementation of equity incentive plans. It also advises the Board on remuneration practices.
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Henry Peter

NON-EXECUTIVE DIRECTOR
CHAIR OF THE COMPENSATION COMMITEE

Mr. Peter has served as a member of the board of directors of the unlisted company Ermenegildo Zegna Holditalia SpA since 2014 and is now a member of the board of the listed company Ermenegildo Zegna N.V..

Mr. Peter also serves on the board of directors of Swiss Life AG (Switzerland’s largest life insurance company) and Bank Lombard Odier & Co and is Chairman of the board of directors of Sigurd Rück AG. He was a member of the Swiss Takeover Board between 2004 and 2015, and has been a member of the Sanctions Commission of the SIX Swiss Exchange since 2007.

Born in Boston (USA) in 1957, Mr. Peter holds a Ph.D. in law from the University of Geneva. Since 1988, Mr. Peter has been a partner in a Lugano law firm, currently Kellerhals Carrard Lugano SA. He has also served since 1997 as professor of business law, and since 2017 as President of the Geneva Center for Philanthropy, at the University of Geneva.

Mr. Peter is Vice-Chairman of the disciplinary chamber of the Swiss Olympic Association in charge of doping cases, a position he has held since 2001. He is also Chairman of the board of the Foundation for the Lugano Faculties of the Swiss Italian University and a member of the board of the Foundation of the Swiss Italian Art Museum (MASI).

Henry Peter

NON-EXECUTIVE DIRECTOR
CHAIR OF THE COMPENSATION COMMITEE

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Domenico De Sole

NON-EXECUTIVE DIRECTOR

Mr. De Sole has served as a member of the board of directors of the unlisted company Ermenegildo Zegna Holditalia SpA since 2005 and is now a member of the board of the listed company Ermenegildo Zegna N.V..

Mr. De Sole is the co-founder of luxury retailer Tom Ford International, LLC and has been the Chairman of its board of directors since its formation in 2005. During this time, Mr. De Sole also advised TPG Capital Advisors, LLC in connection with the repositioning and sale of Bally International AG and advised Sandbridge Capital, LLC in connection with the purchase, repositioning and sale of Thom Browne, Inc.

From 1984 to 1994, Mr. De Sole served as President and Chief Executive Officer of Gucci America, and, from 1994 to 2004, he served as the President and Chief Executive Officer of Gucci Group. Mr. De Sole has served on numerous public and private company boards of directors, including his current role as director of Pirelli & C. S.p.A. He formerly served as Chairman of Sotheby’s, and director of Bausch & Lomb Incorporated, Delta Airlines, Inc., Gap, Inc., Newell Brands Inc., Procter & Gamble and Telecom Italia S.p.A.

Born in Rome (Italy) in 1944, Mr. De Sole graduated from the University of Rome with a law degree and received a L.L.M. from Harvard Law School where he also currently serves as a member of the Dean’s Advisory Board.

Domenico De Sole

NON-EXECUTIVE DIRECTOR

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Valerie A. Mars

NON-EXECUTIVE DIRECTOR
CHAIR OF THE AUDIT COMMITEE

Ms. Mars has been appointed as a new member of the board of directors of the listed company Ermenegildo Zegna N.V..

Ms. Mars currently serves as Senior Vice President & Head of Corporate Development for Mars, Incorporated, a diversified food business operating in over 120 countries, where she focuses on acquisitions, joint ventures and divestitures for the company.

Previously, Ms. Mars served as a member of the board of directors of Fiat Chrysler Automobiles N.V. from 2014 until its merger with Peugeot S.A. in 2021, Ahlstrom-Munksjo, a Finnish/Swedish listed specialty paper business, from 2018 to 2021, and Celebrity Inc., a NASDAQ listed company, from 1994 to 2000.

Ms. Mars began her career with Manufacturers Hanover Trust Company as a training program participant and rose to Assistant Secretary. Prior to joining Mars, Incorporated, Ms. Mars was a controller with Whitman Heffernan Rhein, a boutique investment company. Ms. Mars is also involved in a number of community and educational organizations and currently serves on the Board of Conservation International, where she chairs the Audit Committee.

Born in New York City (USA) in 1959, Ms. Mars holds a Bachelor of Arts degree from Yale University and a M.B.A. from the Columbia Business School.

Valerie A. Mars

NON-EXECUTIVE DIRECTOR
CHAIR OF THE AUDIT COMMITEE

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Governance & Sustainability Committee
The Governance & Sustainability Committee prepares the decisions of the Board regarding its composition and functioning and oversees the implementation of the Group’s policies and practices in the field of sustainable development.
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Michele Norsa

NON-EXECUTIVE DIRECTOR
CHAIR OF THE GOVERNANCE & SUSTAINABILITY COMMITEE

Mr. Norsa has served as a member of the board of directors of the unlisted company Ermenegildo Zegna Holditalia SpA since 2017 and is now a member of the board of the listed company Ermenegildo Zegna N.V..

Mr. Norsa currently serves as Executive Vice Chairman of Salvatore Ferragamo S.p.A., where he previously served as Chief Executive Officer from 2006 to 2016. He is also a member of the International Advisory Board of the China Europe International Business School in Shanghai (CEIBS). Previously, Mr. Norsa served on the board of directors of Thom Browne Inc., Rocco Forte Hotels, Oettinger Davidoff Group and Hugo Boss and successfully led two IPOs in the luxury sector (Salvatore Ferragamo S.p.A. in 2011 and Valentino Fashion Group S.p.A. in 2005). Mr. Norsa has extensive experience in the fashion, consumer goods and publishing sectors with Marzotto, Benetton, Sergio Tacchini, Rizzoli Editore and Mondadori Editore.

Born in Lecco (Italy) in 1948, Mr. Norsa graduated in Business and Economics from Università Cattolica del Sacro Cuore in Milan.

Michele Norsa

NON-EXECUTIVE DIRECTOR
CHAIR OF THE GOVERNANCE & SUSTAINABILITY COMMITEE

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Angelica Cheung

NON-EXECUTIVE DIRECTOR

Ms. Cheung has been appointed as a new member of the board of directors of the listed company Ermenegildo Zegna N.V..

Ms. Cheung was the founding Editor-in-Chief of Vogue China and served as its Editor-in-Chief from 2005 to 2020. In February 2021, Ms. Cheung joined Sequoia Capital China as Venture Partner where she focuses on investments in the fashion/lifestyle/entertainment industry, especially the new generation of Chinese innovation and international brands seeking expansion in China. Since June 2021, Ms. Cheung has served on the board of directors of SSense, a Montreal-based fashion platform. She is an honorary professor at Beijing Institute of Fashion and the Fashion College of Qinghua University in addition to being Asia ambassador for the British Fashion Council and serving on the Advisory Board of Advance Global Alumni.

Born in Beijing (China) in 1966, Ms. Cheung holds degrees in law and literature from Beijing University as well as a M.B.A. from the University of South Australia.

Angelica Cheung

NON-EXECUTIVE DIRECTOR

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Ronald B. Johnson

NON-EXECUTIVE DIRECTOR

Mr. Johnson has served as a member of the board of directors of the unlisted company Ermenegildo Zegna Holditalia SpA since 2019 and is now a member of the board of the listed company Ermenegildo Zegna N.V..

Mr. Johnson is the founder of Enjoy Technology Inc., where he has served as Chief Executive Officer since 2014. He also serves as a Trustee of Stanford University and a member of the board of directors of Globality, Inc., Philz Coffee, Inc., Fish Six Restaurant Corp (d/b/a The Melt) and other private companies.

Previously, Mr. Johnson served as the Chief Executive Officer of JCPenney Company, Inc. from November 2011 to April 2013, Senior Vice President of Retail at Apple Inc. from January 2000 to October 2011, and Vice President of Merchandising at Target Corporation from September 1984 to December 1999.

Born in Minneapolis (USA) in 1958, Mr. Johnson holds a B.A. in Economics from Stanford University and a M.B.A. from Harvard Business School.

Ronald B. Johnson

NON-EXECUTIVE DIRECTOR

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