Form 4: Zeta Global Director William Royan Receives Annual Equity Grant

Zeta Global Holdings Corp. Director William T. Royan was granted 9,907 shares of Class A Common Stock as part of the company's non-employee director compensation program.

Summary

• William T. Royan, a Director of Zeta Global Holdings Corp. (NYSE: ZETA), acquired 9,907 shares of Class A Common Stock.
• The acquisition occurred on July 1, 2025, at a price of $0 per share.
• These shares were issued as part of the company's non-employee director compensation program, representing an annual grant of restricted stock for board service.
• Following this transaction, Mr. Royan beneficially owns 70,840 shares of Class A Common Stock.
• GPI Capital Gemini HoldCo, L.P., which previously reported together with Mr. Royan, has ceased to beneficially own more than 10% of Class A common stock and is no longer subject to Section 16 reporting.
• William T. Royan, along with Khai Ha and Aleksander Migon, are members of the Investment Committee of GPI LLC, which disclaims beneficial ownership of the securities held by GPI Capital Gemini HoldCo, L.P.

Sentiment

Score: 6

Explanation: The filing reports a routine compensation event for a director, which is generally neutral. The grant of shares aligns the director's interests with shareholders, which can be viewed as a minor positive.

Positives

• The grant of shares aligns the director's interests with those of shareholders, as it is compensation for board service.
• The increase in beneficial ownership by a director can be seen as a vote of confidence in the company's future.

Future Outlook

No forward-looking statements or guidance are provided in this filing.

Industry Context

The issuance of restricted stock to non-employee directors is a common practice across various industries to compensate board members and align their interests with shareholders. This filing reflects standard corporate governance practices within the technology or marketing technology sector, where Zeta Global operates.

Comparison to Industry Standards

• The practice of compensating non-employee directors with equity, specifically restricted stock, is a widely adopted standard across publicly traded companies, including those in the technology and software sectors.
• While specific grant sizes vary by company size, industry, and board responsibilities, the mechanism itself is standard. For example, companies like Salesforce, Adobe, or HubSpot also utilize equity grants as a significant component of their non-employee director compensation packages to foster long-term alignment.
• The $0 price indicates it is a grant for compensation, which is typical for such programs rather than a direct purchase.

Corporate Governance

Related Party Transactions

• The issuance of 9,907 shares of Class A Common Stock to Director William T. Royan as part of the non-employee director compensation program.

Stakeholder Impact

• Shareholders: The equity grant aligns the director's interests with shareholders, potentially fostering better long-term decision-making. The clarification regarding GPI Capital's ownership status provides transparency.

Key Dates

Recommendation

Keywords

Zeta Global Holdings Corp., ZETA, NYSE, Form 4, SEC filing, Insider transaction, Director compensation, Restricted stock, Equity grant, William T. Royan, Corporate governance