ZETA GLOBAL HOLDINGS CORP CLASS A (ZETA)
Sector: Information Technology
2026 Annual Meeting Analysis
ZETA GLOBAL HOLDINGS CORP CLASS A · Meeting: June 16, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
Director Elections
Election of William Landman, Robert Niehaus and Jeanine Silberblatt as Class II Directors
Zeta's 3-year total return of +72.2% outperforms the disclosed peer group median of -33.8% by +106.0 percentage points, well above the 50pp threshold required to trigger a vote against any director; Landman shows no overboarding, attendance, or independence concerns, and the familial relationship noted in the filing (son James Landman is a non-senior employee) is not material under policy.
The TSR trigger does not apply given Zeta's strong outperformance of its peer group median over three years; Niehaus shows no overboarding, attendance, or independence concerns, and his financial expertise as Audit Committee chair is well-documented.
Silberblatt joined in 2022 and the TSR trigger does not fire given Zeta's strong peer-group outperformance; no overboarding, attendance, or independence issues are present.
All three Class II director nominees pass the TSR screen decisively — Zeta's 3-year return of +72.2% beats the disclosed compensation peer group median of -33.8% by +106 percentage points, far exceeding the 50pp threshold needed to trigger any vote against. No flags on overboarding, attendance, independence, or qualifications were identified for any nominee.
Say on Pay
✓ FORCEO
David Steinberg
Total Comp
$6,083,236
Prior Support
majority%
CEO David Steinberg's 2025 total reported compensation of $6.1 million is modest relative to peers — the large prior-year figures ($26M in 2024) reflected multi-year front-loaded performance stock award grants that are not being repeated in 2025, and the 2025 amount is well within a reasonable benchmark for a CEO at a $4.3B technology company. Pay mix is heavily variable: the bulk of compensation comes from performance-based annual bonuses (paid at 200% of target based on revenue and Adjusted EBITDA exceeding guidance) and previously granted performance stock awards that vest only upon meeting stock-price hurdles, and fixed base salary of $750,000 represents only about 12% of total 2025 pay. Zeta's 3-year stock return of +72.2% dramatically outperforms its peer group median of -33.8%, demonstrating strong pay-for-performance alignment; the company also has a meaningful clawback policy and received majority support on Say on Pay in 2025.
Auditor Ratification
✓ FORAuditor
Deloitte & Touche LLP
Tenure
N/A
Audit Fees
$3,214,957
Non-Audit Fees
$0
Deloitte charged only audit fees in fiscal 2025 with zero non-audit, audit-related, or tax fees, so the non-audit fee ratio is 0% — well below the 50% threshold that would raise independence concerns; Deloitte is a Big 4 firm appropriate for a $4.3B market-cap company, and tenure is not disclosed so the tenure trigger cannot fire under policy.
Overall Assessment
The 2026 Zeta Global annual meeting presents a clean ballot with no significant governance concerns: all three Class II directors benefit from Zeta's exceptional peer-relative stock performance, the auditor charges no non-audit fees, and CEO pay is well-structured with strong pay-for-performance alignment. All three proposals warrant a FOR vote under the applicable policy screens.
Compensation Peer Group
18 companies disclosed in 2026 proxy filing