Form 4: Zeta Global Director William Landman Boosts Stake Through Restricted Stock Awards

Sentiment:

Insider Transaction Report


Zeta Global Holdings Corp. Director William Landman increased his direct beneficial ownership by acquiring 11,521 Class A Common Stock through restricted stock awards, bringing his total direct holdings to 271,693 shares.

Summary

  • William Landman, a Director of Zeta Global Holdings Corp. (ZETA), reported transactions on July 1, 2025.
  • Acquired 9,907 shares of Class A Common Stock as a restricted stock award with a price of $0 per share. These shares will vest in four equal installments on July 1, 2026, October 1, 2026, January 1, 2027, and April 1, 2027.
  • Acquired an additional 1,614 shares of Class A Common Stock at a price of $15.49 per share, representing payment for quarterly director services in the form of restricted stock under the Issuer's 2021 Incentive Award Plan. These shares will vest 25% one year from the grant date (July 1, 2026) and the remaining 75% in four equal quarterly installments beginning on the first anniversary of the grant date.
  • Following these transactions, William Landman directly beneficially owns 271,693 shares of Class A Common Stock.
  • Additionally, 607,165 shares of Class A Common Stock are indirectly beneficially owned by his spouse.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive as it indicates increased insider ownership and continued alignment of a director's interests with the company through equity compensation, which is a healthy sign for corporate governance.

Positives

  • Increased insider ownership through restricted stock awards aligns the director's interests with those of shareholders.
  • The acquisition of shares as compensation for director services is a standard practice, indicating ongoing commitment to the company.

Future Outlook

The vesting schedules for the restricted stock awards indicate a future increase in the director's vested shareholdings over the next two years, aligning his long-term interests with the company's performance.

Industry Context

This Form 4 filing represents a routine insider transaction, specifically the grant of equity compensation to a director. Such grants are a common practice across industries to incentivize and retain key personnel, aligning their financial interests with the long-term success of the company.

Comparison to Industry Standards

  • The use of restricted stock awards for director compensation is a standard practice in publicly traded companies, comparable to compensation structures seen in technology and marketing services firms.
  • The vesting schedule, spanning multiple years, is typical for long-term incentive plans designed to encourage sustained performance and retention, similar to those observed at companies like Adobe Inc. or Salesforce, which also utilize equity-based compensation for their board members.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Compensation PolicyThe restricted stock award for director services was granted pursuant to the Issuer's 2021 Incentive Award Plan, indicating the company's established framework for equity-based compensation.07/01/2025Reinforces the company's commitment to using equity to align director incentives with shareholder value creation.

Stakeholder Impact

  • Shareholders: Benefit from increased alignment of director's interests with long-term company performance due to equity compensation.
  • Management/Directors: Receive equity compensation, incentivizing their commitment and performance.

Next Steps

  • Vesting of 9,907 restricted stock award in four equal installments on July 1, 2026, October 1, 2026, January 1, 2027, and April 1, 2027.
  • Vesting of 1,614 restricted stock award: 25% on July 1, 2026, and the remaining 75% in four equal quarterly installments beginning October 1, 2026, through July 1, 2027.

Key Dates

DateDescription
07/01/2025Date of earliest transaction for the acquisition of 9,907 and 1,614 Class A Common Stock.
07/03/2025Signature date of the Form 4 filing.
07/01/2026First vesting date for the 9,907 restricted stock award (25%) and 25% vesting for the 1,614 restricted stock award.
10/01/2026Second vesting date for the 9,907 restricted stock award (25%) and first quarterly installment for the remaining 75% of the 1,614 restricted stock award.
01/01/2027Third vesting date for the 9,907 restricted stock award (25%) and second quarterly installment for the remaining 75% of the 1,614 restricted stock award.
04/01/2027Fourth and final vesting date for the 9,907 restricted stock award (25%) and third quarterly installment for the remaining 75% of the 1,614 restricted stock award.
07/01/2027Fourth and final quarterly installment for the remaining 75% of the 1,614 restricted stock award.

Keywords

Zeta Global Holdings Corp., ZETA, Form 4, Insider Transaction, Director Compensation, Restricted Stock, Equity Award, William Landman

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