ZOOMINFO TECHNOLOGIES INC (GTM)
Sector: Communication
2026 Annual Meeting Analysis
ZOOMINFO TECHNOLOGIES INC · Meeting: May 14, 2026
Directors FOR
2
Directors AGAINST
1
Say on Pay
AGAINST
Auditor
FOR
Director Elections
Election of Class III Directors
Against Analysis
Mr. Winn has served on the board since February 2020 — more than five years — giving him full overlap with the three-year underperformance period. GTM's three-year stock return is -75.9%, while the company's disclosed compensation peer group returned a median of -29.0% over the same period. That is a gap of -46.9 percentage points, which exceeds the 20-percentage-point trigger threshold that applies when a company's absolute three-year return is negative. The five-year check does not rescue the vote: GTM's five-year return is -87.8% versus the peer group's five-year median of -63.5%, a gap of -24.3 percentage points, which also exceeds the 20-percentage-point threshold for negative absolute returns, confirming that underperformance is sustained rather than transient. As the longest-serving independent director on this slate and a member of both the Compensation and Privacy committees throughout this period, Mr. Winn bears meaningful accountability for the board's oversight during this sustained period of value destruction for shareholders.
For Analysis
Mr. Maida joined the board in August 2024, which is within the 24-month new-director exemption window, so he is not subject to the stock performance trigger; he has relevant industry experience as a former Bloomberg Chief Data Officer and current senior advisor at BCG.
Ms. Rooney joined the board in February 2025, well within the 24-month new-director exemption window, so she is not subject to the stock performance trigger; she is a qualified audit committee financial expert with extensive CFO experience.
Two of the three Class III nominees — Ms. Rooney and Mr. Maida — are recent additions to the board and are exempt from the stock performance trigger under the 24-month new-director exemption. The third nominee, D. Randall Winn, has served since 2020 and bears accountability for GTM's severe and sustained underperformance: the stock has lost roughly 76% over three years while the company's own peer group lost only 29% on the median, a gap of nearly 47 percentage points that far exceeds the 20-point trigger threshold. The five-year record confirms the underperformance is not a recent aberration, so the vote is AGAINST Mr. Winn and FOR the other two nominees.
Say on Pay
✗ AGAINSTCEO
Henry L. Schuck
Total Comp
$33,297,747
Prior Support
98.6%%
The CEO received total compensation of $33.3 million in 2025, dominated almost entirely by a single large, front-loaded performance stock option award valued at approximately $32.4 million that is intended to replace all future annual equity grants for up to ten years. For a technology company with a market cap of approximately $1.8 billion, this level of CEO pay is dramatically above the expected benchmark for a CEO at a company of this size and stage — a CEO at a $1–2 billion technology company would typically earn a small fraction of this total. While the award includes meaningful performance conditions (stock price targets up to $100 per share and free cash flow per share goals, plus a relative total shareholder return governor), shareholders have seen the stock lose approximately 76% of its value over the past three years while the company's own peer group lost only about 29% on average — a gap of nearly 47 percentage points. Granting an award of this magnitude at a moment of severe, sustained underperformance means that even well-structured incentive pay raises serious pay-for-performance concerns when the variable pay level is so far above what would be benchmarked for a company of this market capitalization.
Auditor Ratification
✓ FORAuditor
KPMG LLP
Tenure
N/A
Audit Fees
$2,392,632
Non-Audit Fees
$340,181
The only non-audit fees paid to KPMG were tax-related fees of $340,181 against audit fees of $2,392,632, producing a non-audit ratio of approximately 14% — well below the 50% threshold that would raise independence concerns. KPMG tenure is not disclosed in the proxy, so the tenure trigger cannot be applied and the default FOR vote stands. No material financial restatements are noted, and KPMG is a Big 4 firm appropriate for a company of this size.
Overall Assessment
The 2026 ZoomInfo annual meeting presents a ballot where the most significant concern is sustained, severe stock underperformance: GTM has lost roughly 76% of its value over three years while its own peer companies lost only 29% on median, a gap that triggers AGAINST votes for the longest-tenured director nominee (D. Randall Winn) and for the Say on Pay proposal, where a $33 million CEO pay package — driven almost entirely by a single front-loaded option award — is difficult to justify against a backdrop of that magnitude of shareholder value destruction. The auditor ratification passes cleanly, and the two newer director nominees are exempt from the performance trigger due to their recent appointment dates.
Compensation Peer Group
26 companies disclosed in 2026 proxy filing