Form 4: Zeta Global Holdings Corp. President & COO Steven Gerber Reports Changes in Beneficial Ownership

Steven Gerber, President & COO of Zeta Global Holdings Corp., reports the vesting and tax withholding of performance-based restricted stock units (PSUs) and adjustments to his holdings of Class A Common Stock.

Summary

• On July 3, 2024, Steven Gerber, President & COO of Zeta Global Holdings Corp., reported changes in his beneficial ownership of the company's securities.
• These changes involve the vesting of performance-based restricted stock units (PSUs) granted on August 18, 2021, February 23, 2022, and April 21, 2023.
• The vesting of PSUs was determined 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.
• The performance conditions for the 2021 PSUs exceeded the target level, while the 2022 and 2023 PSUs were partially met.
• As a result, 449,795 Class A Common Stock were acquired, and 69,479 shares were withheld to satisfy taxes due upon vesting.
• Following these transactions, Gerber directly owns 2,001,573 shares and indirectly owns 2,071,052 shares through the Evergreen Revocable Trust.
• 137,800, 174,900 and 94,524 PSUs were converted to shares.
• After the transaction, 155,100 and 70,476 PSUs remain held indirectly by the Evergreen Revocable Trust.

Sentiment

Score: 7

Explanation: The sentiment is neutral to positive. The vesting of PSUs suggests that performance targets were met, which is a positive signal. The filing itself is a routine regulatory requirement.

Positives

• The vesting of PSUs indicates that performance targets were met or exceeded, reflecting positively on the company's performance.
• The increase in Gerber's holdings of Class A Common Stock aligns his interests with those of other shareholders.

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 the fourth fiscal quarter of 2025, 2026 and 2027.

Industry Context

Form 4 filings are a routine part of the regulatory landscape for publicly traded companies, providing transparency into the transactions of company insiders. This filing indicates activity related to equity compensation and tax obligations, which are common occurrences.

Comparison to Industry Standards

• Equity compensation is a standard practice in the tech industry to align management's interests with shareholders.
• Companies like Salesforce, Adobe, and Oracle also utilize restricted stock units and performance-based awards as part of their compensation packages.
• The vesting schedules and performance metrics associated with these awards vary by company but generally aim to incentivize long-term value creation.

Stakeholder Impact

• The vesting of PSUs and subsequent increase in shares held by a key executive could be viewed positively by shareholders, as it aligns management's interests with theirs.
• Employees may view the vesting of PSUs as a positive sign of the company's performance and their own potential for future equity compensation.

Key Dates