Form 4: Zeta Global CEO David Steinberg Reports Stock Transactions Following PSU Vesting

David Steinberg, CEO of Zeta Global Holdings Corp., reports transactions involving Class A Common Stock and Performance-Based Restricted Stock Units (PSUs) following the determination of performance conditions for previously granted PSUs.

Summary

• On July 3, 2024, David Steinberg, CEO of Zeta Global Holdings Corp., reported transactions related to Class A Common Stock and Performance-Based Restricted Stock Units (PSUs).
• These transactions stem from the vesting of PSUs granted on August 18, 2021, February 23, 2022, and April 21, 2023.
• The vesting was triggered by the determination that performance conditions were exceeded for the 2021 PSUs and partially met for the 2022 and 2023 PSUs.
• Steinberg acquired 740,700 shares of Class A Common Stock through the vesting of PSUs.
• He also disposed of 97,157 shares to cover taxes due upon vesting at a price of $17.4 per share.
• Following these transactions, Steinberg directly owns 11,634 shares and indirectly owns 2,132,576 shares through ACI Investment Partners, LLC.
• ACI Investment Partners, LLC, of which Steinberg is the managing member, also reported transactions related to these PSUs.
• The vested PSUs will be released in three equal annual installments beginning on July 3, 2024.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as the vesting of PSUs indicates the company met certain performance targets. However, the disposal of shares to cover taxes introduces a slight negative element.

Positives

• The vesting of PSUs indicates that Zeta Global achieved certain performance targets, suggesting positive company performance.
• The CEO's continued holding of a significant number of shares demonstrates confidence in the company's future prospects.

Negatives

• The disposal of shares to cover taxes may be perceived negatively, although it is a common practice following vesting events.

Risks

• Future performance may not meet the targets required for additional PSU vesting.
• Fluctuations in the stock price could impact the value of the vested shares.

Future Outlook

Additional PSUs may be earned based on the volume-weighted average closing price per share of Zeta Global's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter ending with the fourth fiscal quarter of 2025, 2026, and 2027 for the 2021, 2022, and 2023 PSUs, respectively.

Management Comments

• Mr. Steinberg disclaims beneficial ownership of the shares held directly by ACI except to the extent of his pecuniary interest therein, if any.

Industry Context

Executive stock transactions are common and closely monitored, providing insights into management's perspective on company performance and future prospects. Vesting of performance-based units suggests the company is meeting its goals.

Comparison to Industry Standards

• Executive compensation packages often include performance-based equity awards to align management's interests with those of shareholders.
• The vesting of PSUs based on volume-weighted average closing price is a common metric used in the tech industry to incentivize long-term value creation.
• Similar companies like Salesforce and Adobe also use performance-based equity compensation to motivate their executives.

Stakeholder Impact

• The vesting of PSUs and subsequent transactions may influence shareholder perception of the company's performance and stock value.
• Employees holding similar equity awards may be encouraged by the vesting of PSUs.

Next Steps

• The vested PSUs will be released in three equal annual installments beginning on July 3, 2024.
• Additional PSUs may be earned based on future performance.

Key Dates