DEF: ZoomInfo Sets 2026 Annual Meeting Agenda, Details Executive Pay

ZoomInfo Technologies Inc. announced its 2026 Annual Meeting agenda, including director elections, auditor ratification, and an advisory vote on executive compensation, alongside a detailed review of 2025 financial performance and governance updates.

Summary

• The Annual Meeting of Stockholders is scheduled for Thursday, May 14, 2026, at 12:00 p.m. Eastern Time, and will be held virtually.
• Stockholders will vote on the election of three Class III directors (Domenic J. Maida, Katie Rooney, and D. Randall Winn) for terms expiring in 2029.
• The agenda also includes the ratification of KPMG LLP as the independent registered public accounting firm for 2026 and an advisory, non-binding vote on the compensation of named executive officers.
• The company reported 2025 revenue of $1,249.5 million, a 3% increase year-over-year.
• GAAP operating income for 2025 was $225.7 million, with an Adjusted Operating Income of $445.9 million.
• GAAP Cash Flow from Operations reached $465.4 million, and Unlevered Free Cash Flow was $454.9 million.
• The net revenue retention rate as of December 31, 2025, was 90%.
• The Board authorized an additional $1.0 billion share repurchase in February 2026, following $407.0 million in repurchases in 2025.
• Owen Wurzbacher was appointed Lead Independent Director, effective February 5, 2026, enhancing independent board oversight.
• A one-time, premium-priced performance-based stock option was granted to CEO Henry L. Schuck on November 26, 2025, with rigorous performance conditions over a 10-year term.

Sentiment

Score: 6

Explanation: StockSavvy.ai views this filing as moderately positive, reflecting solid revenue growth and strong cash flow, coupled with enhanced corporate governance. However, the underperformance in Adjusted Operating Income for the annual bonus plan and a 90% net revenue retention rate temper the overall sentiment, suggesting areas for improvement in operational efficiency and customer expansion.

Positives

• Revenue increased by 3% year-over-year to $1,249.5 million in 2025.
• Adjusted Operating Income reached $445.9 million, with a 36% margin, demonstrating strong profitability.
• Strong cash generation with GAAP Cash Flow from Operations at $465.4 million and Unlevered Free Cash Flow at $454.9 million.
• Growth in high-value customers, with 1,921 customers having $100,000 or greater in Annual Contract Value (ACV), an increase of 54 year-over-year, now representing over 50% of total ACV.
• Increased Upmarket ACV to 74%, a 6% increase year-over-year, indicating successful penetration into larger market segments.
• Significant share repurchases in 2025, totaling 40.5 million shares for $407.0 million, representing 12% of total outstanding shares, returning value to shareholders.
• Authorization of an additional $1.0 billion share repurchase in February 2026 demonstrates confidence in future cash flow and commitment to shareholder returns.
• Appointment of Owen Wurzbacher as Lead Independent Director strengthens corporate governance and independent oversight.
• The CEO Premium-Priced Performance Option is designed to tightly align CEO compensation with sustained stockholder value creation through rigorous, long-term performance goals.
• High stockholder approval (98.6%) of the executive compensation program at the 2025 annual meeting reflects strong investor confidence in the overall compensation strategy.
• FCFps PSUs for non-PEO NEOs achieved a 133% payout for the 2025 performance year, indicating strong performance against targets for this metric.
• FCFps PSUs for Mr. Schuck (2024 award) achieved a 108% payout for the 2025 performance year, also exceeding target for this metric.

Negatives

• The net revenue retention rate was 90% as of December 31, 2025, which is a decrease from the 97% attainment level for the first performance period of 2024 FCFps PSUs, indicating potential challenges in retaining or expanding existing customer revenue.
• The annual cash incentive bonus plan for named executive officers achieved only 57% of its total blended target for 2025.
• The Adjusted Operating Income (AOI) metric, which accounted for 50% of the cash bonus opportunity for NEOs, achieved 0% of its target, significantly impacting overall bonus payouts.
• The 2025 targets for Net New ARR and AOI were lower than their respective prior-year targets, reflecting a potentially less ambitious internal outlook or challenging market conditions.

Risks

• Forward-looking statements are subject to various risks and uncertainties that could cause actual results to differ materially from expectations, as detailed in the Annual Report on Form 10-K for the fiscal year ended December 31, 2025.
• The CEO Premium-Priced Performance Option is entirely at-risk, with no portion eligible for vesting unless rigorous stock price and adjusted free cash flow per share goals are satisfied, and includes a market share governor (Relative TSR Condition) to prevent vesting due solely to broad market inflation.
• The company operates in a rapidly evolving business environment and must actively compete with other companies in attracting and retaining a world-class, skilled executive management team, particularly in the technology sector.
• The Tax Receivable Agreements create a significant liability of $2,731.9 million as of December 31, 2025, which becomes payable once the tax attributes reduce the ZoomInfo Tax Group's current income tax liability, potentially impacting future cash flows.

Future Outlook

The company is at a strategic inflection point, with potential to deliver significant value through AI-powered applications. The strategic focus is on scalable growth, durable margins, and disciplined capital allocation, aiming for consistent top-line growth, expanding margins, and sustaining stock performance. The CEO Premium-Priced Performance Option is designed to reinforce continuity of leadership during a period of transformation towards more durable, up-market growth with industry-leading and AI-centered products.

Management Comments

• "We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy." Henry L. Schuck, CEO & Chairman.
• "Thank you for your continued support of ZoomInfo Technologies Inc." Henry L. Schuck, CEO & Chairman.
• "We believe that our executive compensation philosophy and program... are effective in achieving our goals, and that the executive compensation reported in this proxy statement is appropriate, competitive, and aligned with both short-term and long-term business strategy and outcomes." Compensation Committee.
• "We believe we have found the proper mix of incentives that attracts, motivates and retains each NEO." Compensation Committee.
• "Our Compensation Committee regularly reviews and, if appropriate, adjusts our executive compensation program to match the size, scale, growth and other components of our business." Compensation Committee.
• "Because our ability to compete and succeed in this dynamic environment is directly correlated to our ability to recruit, incentivize and retain talented and seasoned technology leaders, we expect to continue to adjust our approach to executive compensation to respond to our needs and market conditions as they evolve." Compensation Committee.
• "The Committee believes the Company is uniquely positioned to deliver significant and durable value to customers and stockholders as enterprise AI adoption accelerates." Compensation Committee regarding CEO Performance Option.
• "The Company has a strong foundation of operating discipline and has continued to shift the business toward more durable, up-market growth with industry-leading and AI-centered products." Compensation Committee regarding CEO Performance Option.

Industry Context

StockSavvy.ai notes that ZoomInfo's emphasis on AI-powered applications and its strategic shift towards more durable, up-market growth aligns with broader industry trends where B2B data analytics and go-to-market intelligence platforms are increasingly leveraging artificial intelligence to enhance product offerings and drive customer value. The competitive landscape for attracting and retaining skilled technology leaders, as highlighted by the company, is a common challenge across the rapidly expanding SaaS and tech sectors. The company's focus on adjusted free cash flow per share as a key performance metric for executive compensation reflects a growing investor demand for sustainable, cash-generative growth in the tech industry, moving beyond pure revenue growth.

Comparison to Industry Standards

• The company's executive compensation program aims to be externally competitive, with the Compensation Committee reviewing a peer group of companies like Alarm.com, Dropbox, HubSpot, and Twilio to benchmark compensation decisions.
• The CEO Premium-Priced Performance Option, with its rigorous stock price and adjusted free cash flow per share goals, and a relative TSR governor against the Russell 3000 Index, is designed to be more challenging than other recent transformational award programs reviewed by the Compensation Committee, indicating an ambition for superior performance compared to industry peers.
• The use of both time-based and performance-based RSUs, with PSUs tied to financial metrics like adjusted free cash flow per share, is a common practice among peer companies to align executive incentives with long-term shareholder value creation.

Management Changes

Corporate Governance

Legal Proceedings

• No new or ongoing legal proceedings are explicitly detailed in the filing. However, 'Litigation settlement payments' of $4.3 million for FY 2025 and 'Litigation settlement' expenses of $5.2 million (2025) and $31.7 million (2024) are mentioned in financial reconciliations, indicating past legal matters that resulted in settlements.

Related Party Transactions

• Stockholders Agreement: Founders (Henry L. Schuck and Kirk Brown) retain the right to designate one director if they collectively beneficially own at least 5% of voting shares. TA Associates and Carlyle no longer meet the beneficial ownership threshold for board designees.
• Registration Rights Agreement: Grants certain affiliates of TA Associates, Carlyle, 22C Capital, and the Founders rights to require the company to register shares of common stock for sale under certain circumstances.
• Tax Receivable Agreements: The company has a liability of $2,731.9 million as of December 31, 2025, related to projected obligations under these agreements, with $23.6 million paid to TRA holders in 2025.
• Michelle Milner, Senior Vice President, Human Resources, is the sister-in-law of CEO Henry L. Schuck; her total compensation in 2025 was approximately $0.4 million.
• Tax-Related Fees: Approximately $20,000 was paid in 2025 for administrative expenses on behalf of HSKB Funds, LLC, HSKB Funds II, LLC, and DiscoverOrg Management Holdings, LLC, which are controlled by Mr. Schuck.
• Commercial Transactions: The company provides services to The Carlyle Group (approximately $0.1 million revenue in 2025) and 22C Capital (less than $0.1 million revenue in 2025).

Stakeholder Impact

• Shareholders are directly impacted by the election of directors, ratification of the auditor, and the advisory vote on executive compensation. The share repurchase programs and the CEO's performance-based award aim to enhance long-term shareholder value. Governance changes, including the Lead Independent Director appointment, are intended to improve independent oversight.
• Employees are affected by executive compensation policies, the 401(k) plan with company matching, and the overall business strategy. The suspension of the Employee Stock Purchase Plan (ESPP) impacts employee stock purchase opportunities.
• Customers benefit from the company's focus on strengthening its core data engine, expanding international mobile coverage, and developing AI-powered applications, which aim to enhance product and service offerings.
• Management's compensation is tied to performance metrics, and the CEO's long-term incentive is designed to align with sustained stockholder value creation. Changes in roles and committee assignments impact individual responsibilities and influence.
• Regulatory Authorities are addressed through the company's compliance with SEC rules for proxy statements, financial reporting, and corporate governance. The Privacy, Security, and Technology Committee's oversight of privacy practices and controls addresses regulatory requirements.

Next Steps

• Stockholders are to elect three Class III directors at the Annual Meeting on May 14, 2026.
• Stockholders are to ratify the appointment of KPMG LLP as the independent registered public accounting firm for 2026.
• Stockholders are to approve, on an advisory, non-binding basis, the compensation of named executive officers.
• The Board and Compensation Committee will consider the outcome of the non-binding advisory vote on executive compensation in making future decisions.
• The Compensation Committee intends to continue to strive to provide compensation opportunities that generally align each NEO’s target total direct compensation within a competitive range of the market median.
• The company will continue to adjust the executive compensation program to respond to company needs and market conditions.
• The company will continue to evaluate its environmental, social, and governance related strategies.
• Mr. Schuck's earned FCFps PSUs from the 2024 award for the 2025 performance period will vest on March 22, 2026.
• Mr. O'Brien's RSU award from July 31, 2025, will vest 33% on August 1, 2026, with the remainder in equal quarterly installments during the 24 months following August 1, 2026.
• Mr. O'Brien's RSU award from September 10, 2024, will vest 100% on August 1, 2026.
• The suspension of the ESPP will continue until otherwise determined by the Board.
• Stockholders wishing to propose matters for the 2027 Annual Meeting must submit proposals by November 26, 2026 (for inclusion in proxy statement) or between January 14, 2027, and February 13, 2027 (per Bylaws).

Key Dates

Recommendation

The filing presents a mixed bag of information. While the company demonstrates solid revenue growth, strong cash flow, and a commitment to shareholder returns through significant share repurchases and an additional authorization, there are notable concerns. The 90% net revenue retention rate and the 0% achievement in Adjusted Operating Income for the annual cash incentive plan suggest potential headwinds in core operational efficiency and customer expansion. The CEO's new performance-based option is highly ambitious, but its long-term nature means immediate impact is limited. The governance enhancements are positive, but the underlying financial performance for certain incentive metrics indicates challenges. Given the blend of strengths and weaknesses, a "hold" recommendation is appropriate, advising investors to monitor future operational improvements and the effectiveness of the new executive incentives.

Keywords

ZoomInfo, SEC Filing, Proxy Statement, Corporate Governance, Executive Compensation, Director Election, KPMG LLP, Financial Performance, Revenue Growth, Operating Income, Cash Flow, Share Repurchase, Lead Independent Director, Performance Options, RSUs, PSUs, Net Revenue Retention, AI Platform, Data Analytics, SaaS, Stockholder Value, Risk Management, Privacy, Cybersecurity, ESG