Sector: Information Technology
ZETA GLOBAL HOLDINGS CORP CLASS A · Meeting: June 16, 2026
Directors FOR
3
Directors AGAINST
0
Say on Pay
FOR
Auditor
FOR
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.
CEO
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
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.
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.
18 companies disclosed in 2026 proxy filing
