Form 4: Zeta Global Holdings Corp.: Executive Earns Performance-Based Restricted Stock Units

David Steinberg, CEO of Zeta Global Holdings Corp., reports earning performance-based restricted stock units (PSUs) based on the company's stock performance, which will vest in annual installments.

Summary

• David Steinberg, CEO of Zeta Global Holdings Corp., has reported changes in his beneficial ownership of the company's stock.
• On October 9, 2024, performance conditions were met for previously granted performance-based restricted stock units (PSUs).
• These PSUs were granted on August 18, 2021, February 23, 2022, and April 21, 2023.
• The performance conditions were met at the maximum level for the 2021 PSUs and exceeded the target level for the 2022 and 2023 PSUs.
• This resulted in 1,531,076 Class A Common Stock being earned.
• The earned securities will vest in three equal annual installments starting on October 9, 2024.
• Steinberg also indirectly owns 3,381,684 shares through ACI Investment Partners, LLC, where he is the managing member.
• He also owns 79,236 shares indirectly through his spouse and 11,634 shares directly.
• Additional PSUs may be earned based on the volume-weighted average closing price per share of Class A Common Stock during the final 20 trading days of each fiscal quarter ending with the fourth fiscal quarter of 2026 (for 2022 PSUs) and 2027 (for 2023 PSUs).
• Any unearned PSUs will expire on January 1 of the fifth year following the grant date.

Sentiment

Score: 7

Explanation: The document indicates that performance targets were met, leading to the vesting of PSUs, which is generally a positive sign. However, it's a routine filing and doesn't contain groundbreaking news.

Positives

• The vesting of PSUs indicates that performance targets were achieved, which could be viewed positively by investors.
• The CEO's increased stake in the company aligns his interests with those of shareholders.

Risks

• Future PSU earnings are contingent on the company's stock performance, which is subject to market risks.
• The vesting schedule means the full benefit of the PSUs is realized over time, not immediately.

Future Outlook

Additional PSUs may be earned based on the volume-weighted average closing price per share of the Issuer's Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter ending with, and including, the fourth fiscal quarter of (i) 2026, with respect to the 2022 PSUs, and (ii) 2027, with respect to the 2023 PSUs.

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

This type of equity compensation is common in the tech industry to incentivize executives and align their interests with company performance and shareholder value.

Comparison to Industry Standards

• Companies like Salesforce, Adobe, and Oracle also use performance-based equity compensation to motivate their executives.
• The vesting schedules and performance metrics are generally aligned with industry best practices to ensure long-term value creation.

Stakeholder Impact

• Shareholders may view the vesting of PSUs as a positive sign of management performance.
• Employees may be motivated by the company's achievement of performance targets.

Key Dates