Form 4: Zeta Global Holdings Corp.: President Steven H. Gerber Reports Acquisition of Class A Common Stock and Performance-Based Restricted Stock Units

Steven H. Gerber, President of Zeta Global Holdings Corp., reports the acquisition of Class A Common Stock and performance-based restricted stock units, with a portion of the PSUs vesting immediately and the remainder vesting quarterly.

Summary

• On February 12, 2025, Steven H. Gerber, President of Zeta Global Holdings Corp., reported a transaction involving Class A Common Stock and Performance-Based Restricted Stock Units (PSUs).
• Mr. Gerber acquired 1,169,151 shares of Class A Common Stock through the vesting of PSUs.
• These PSUs were granted on April 3, 2024, and are earned based on the volume-weighted average closing price of Zeta Global's Class A Common Stock over specific periods.
• The performance conditions for the PSUs exceeded the target level, resulting in the vesting of these securities.
• 33.33% of the earned securities vested on February 12, 2025, with the remaining portion vesting in equal installments every three months thereafter, contingent upon Mr. Gerber's continued service.
• Mr. Gerber indirectly holds 2,829,867 shares of Class A Common Stock through the Evergreen Revocable Trust.
• Mr. Gerber also indirectly holds 0 Performance-Based Restricted Stock Units through the Evergreen Revocable Trust.

Sentiment

Score: 7

Explanation: The document indicates positive performance as the vesting of PSUs was triggered by exceeding performance targets. This suggests a positive outlook for the company, but it's a routine filing, so the impact is moderate.

Positives

• The vesting of PSUs indicates that performance targets were exceeded, suggesting positive performance for Zeta Global Holdings Corp.
• Mr. Gerber's continued service is required for the remaining PSUs to vest, aligning his interests with the company's long-term success.

Future Outlook

The remaining PSUs will vest in equal installments every three months thereafter, subject to the reporting person's continued service with the Company through each applicable vesting date.

Industry Context

This filing is a routine disclosure related to executive compensation and stock ownership, common in publicly traded companies. It provides transparency into the alignment of management's interests with shareholders.

Comparison to Industry Standards

• Performance-based equity compensation is a common practice among publicly traded companies to incentivize executives and align their interests with shareholder value.
• The vesting schedule of the PSUs, with a portion vesting immediately and the remainder vesting over time, is a typical structure to ensure continued service and commitment from the executive.
• Companies like Salesforce, Adobe, and Oracle also utilize similar performance-based equity compensation plans for their executives.

Stakeholder Impact

• The vesting of PSUs, triggered by exceeding performance targets, could positively impact shareholder confidence.
• The structure of the PSU vesting schedule incentivizes the executive to remain with the company, which could benefit employees and other stakeholders.

Key Dates