DEF 14A

DEF 14A 1 2023_proxy_def_14a.htm DEF 14A DEF 14A

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT

SCHEDULE 14A INFORMATION

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Securities Exchange Act of 1934
(Amendment No. )

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Zeta Global Holdings Corp.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

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ZETA GLOBAL HOLDINGS CORP.
3 Park Ave. 33rd Floor
New York, NY 10016

NOTICE & PROXY STATEMENT

2023 Annual Meeting of Stockholders

June 9, 2023

1:00 p.m. (Eastern time)

April 27, 2023

To Our Stockholders:

You are cordially invited to attend the 2023 Annual Meeting of Stockholders (the “Annual Meeting”) of Zeta Global Holdings Corp. at 1:00 p.m. Eastern time, on Friday, June 9, 2023 at the offices of Latham & Watkins LLP, 1271 Avenue of the Americas, New York, NY 10020.

The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section called “Who can attend the Annual Meeting?” on page 4 of the proxy statement for more information about how to attend the meeting.

Whether or not you attend the Annual Meeting, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote in person, even if you have previously submitted your proxy. In such case, your previously submitted proxy will be disregarded.

Thank you for your support.

Sincerely,

David Steinberg

Chief Executive Officer and Co-Founder

Table of Contents

Page


Notice of Annual Meeting of Stockholders	i
PROXY STATEMENT	1
QUESTIONS AND ANSWERS ABOUT THE 2023 ANNUAL MEETING OF STOCKHOLDERS	4
PROPOSALS TO BE VOTED ON	8
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS	12
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FEES AND OTHER MATTERS	13
EXECUTIVE OFFICERS	14
CORPORATE GOVERNANCE	15
COMMITTEES OF THE BOARD	18
EXECUTIVE AND DIRECTOR COMPENSATION	21
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	27
DELINQUENT SECTION 16(a) REPORTS	29
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS	30
STOCKHOLDERS’ PROPOSALS	32
OTHER MATTERS	33
SOLICITATION OF PROXIES	34
ZETA’S ANNUAL REPORT ON FORM 10-K	35


Proposal	Votes required	Effect of Votes Withheld / Abstentions and Broker Non-Votes
Proposal 1: Election of Directors	A plurality of the votes cast. This means that the three (3) nominees receiving the highest number of affirmative “FOR” votes will be elected as Class II directors.	Votes withheld and broker non-votes will have no effect.
Proposal 2: Ratification of Appointment of Independent Registered Public Accounting Firm	The affirmative vote of the holders of a majority in voting power of the votes cast.	Abstentions will have no effect. We do not expect any broker non-votes on this proposal.


Name	Age	Served as a Director Since	Position with Zeta
William Landman	70	2008	Director
Robert Niehaus	67	2012	Director
Jeanine Silberblatt	45	2022	Director


Fee Category	2022	2021
Audit Fees	$ 1,324,068	$ 1,295,990
Audit Related Fees	—	1,124,663
Tax Fees	—	—
All Other Fees	293,189	—
Total Fees	$ 1,617,257	$ 2,420,653


Name	Age	Position
David Steinberg (1)	53	Chairman and Chief Executive Officer
Christopher Greiner (2)	47	Chief Financial Officer
Steven Gerber (3)	53	President and Chief Operating Officer


(1)	See biography on page 10 of this proxy statement.
(2)	Christopher Greiner has been the Chief Financial Officer of Zeta since 2020. He has over 20 years of experience in the technology industry. Prior to joining Zeta, Mr. Greiner served as Chief Financial Officer of LivePerson Inc., an AI-powered conversational cloud provider, from 2018 through March 2020 and before that spent five years at Inovalon, a cloud-based healthcare and life sciences analytics company, first as Chief Product and Operations Officer and then as Chief Financial Officer. Mr. Greiner also held roles of increasing executive responsibility at IBM from 1999 until 2012 and Computer Sciences Corporation (“CSC”) from 2012 to 2013. He holds a BBA in Finance and Economics from Baylor University.
(3)	Steven Gerber has been the President and Chief Operating Officer of Zeta since 2009. Mr. Gerber oversees the day-to-day management of the Company, including product development, business development, customer success and operations. He has more than 20 years of experience in data-driven digital technology. Previously, Mr. Gerber was a Senior Vice President at Tranzact LLC and held management positions at Bain & Company and Digitas LLC. He holds a BA from Northwestern University and an MBA from Columbia University.


Name	Audit	Compensation	Nominating and Corporate Governance
Robert Niehaus	Chairperson	Chairperson
William Royan	X
William Landman.	X	X	X
John Sculley.			Chairperson
Jené Elzie		X	X


Name and Principal Position	Year	Salary ($)	Bonus ($)(4)	Stock Awards ($)(1)	Non-Equity Incentive Plan Compensation ($)(2)	All Other Compensation ($)(3)	Total ($)
David Steinberg	2022	$750,000	$475,000	$18,336,846	$ 750,000	$415,657	$20,727,503
Chairman and Chief Executive Officer	2021	$750,000	$675,000	$213,985,907	$ 750,000	$293,550	$216,454,457
Christopher Greiner	2022	$500,000	$350,000	$7,134,878	$ 500,000	$4,575	$8,489,453
Chief Financial Officer	2021	$500,000	$250,000	$22,822,319	$ 500,000	$59,350	$24,131,669
Steven Gerber	2022	$550,000	$350,250	$8,725,848	$ 500,500	$19,575	$10,146,173
President and Chief Operating Officer	2021	$550,000	$600,000	$34,673,319	$ 500,000	$4,350	$36,327,669


(1)	Amounts reflect the full grant-date fair value of restricted stock awards and performance-based restricted stock units granted during the applicable year computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. For performance-based restricted stock units, the amounts were calculated based on the probable outcome of the performance condition as of the grant date. For the performance-based restricted stock units granted in 2022, the following are the values of the performance-based restricted stock units as of the grant date assuming attainment of the maximum level of performance: Mr. Steinberg ($27,391,500), Mr. Greiner ($16,739,250) and Mr. Gerber ($20,087,100). 2021 amounts shown for Mr. Steinberg ($204,208,407), Mr. Greiner ($21,151,069) and Mr. Gerber ($33,002,069) also reflect the incremental fair value attributable to the modification of outstanding equity awards during 2021 due to the change in the vesting schedule. We provide information regarding the assumptions used to calculate the value of all equity awards made to executive officers in Note 13 to the consolidated financial statements included in our 2022 Annual Report on Form 10-K.
(2)	Amounts reflect cash bonuses earned under our annual performance-based bonus programs for 2022. See “2022 Bonuses” below for additional information.
(3)	Amount shown for Mr. Steinberg includes (i) the cost of maintaining an apartment for corporate purposes and Mr. Steinberg’s and other employees’ use while on company business ($292,300 for 2022), (ii) certain club membership fees ($102,882 for 2022) and (iii) executive concierge services as part of Mr. Steinberg’s health insurance coverage. Amount shown for Mr. Greiner reflects matching contributions under our 401(k) plan. Amount shown for Mr. Gerber includes executive concierge services as part of Mr. Gerber’s health insurance coverage and matching contributions under our 401(k) plan.
(4)	Amounts shown reflect discretionary bonuses granted in recognition of the achievement of revenue and profit goals that exceeded the Company’s 2022 financial budget.


Name	2022 Annual Base Salary
David Steinberg	$ 750,000
Christopher Greiner	$ 500,000
Steven Gerber	$ 550,000


Named Executive Officer	Restricted Stock Awards (1)	Target # of Performance-Based Restricted Stock Units (2)
David Steinberg	775,000	450,000
Steven Gerber	160,000	330,000
Christopher Greiner	118,000	275,000


(1)	The restricted stock awards vested as to 25% of the shares on March 14, 2023, with the remaining 75% of the shares scheduled to vest quarterly thereafter over three years.
(2)	The performance-based restricted stock units (“PSUs”) will be earned between 0% of target and a varying maximum percentage of target for each NEO based upon the volume-weighted average closing price per share of our Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter beginning with the fourth fiscal quarter of 2022 and ending with, and including, the fourth fiscal quarter of 2026. The maximum number of PSUs that may be earned by each NEO is as follows: Mr. Steinberg, 389% of target; Mr. Gerber, 361% of target; and Mr. Greiner, 373% of target. To the extent earned, the PSUs vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date. In the event of the executive’s termination by the company without cause or due to the executive’s death or disability, or resignation by the executive for good reason, any earned PSUs will vest on the date of such termination or resignation and, in connection with a termination without cause or resignation for good reason only, those PSUs otherwise eligible to be earned for the quarter in which such termination or resignation occurs will remain outstanding and eligible to vest on the first determination date that occurs following such termination or resignation based on actual performance for such quarter. The unearned portion of the PSUs are expected to expire on January 1, 2027.


	Stock Awards
Name	Grant Date	Number of Shares or Units of Stock That Have Not Vested (#)(1)	Market Value of Shares or Units of Stock That Have Not Vested ($)(2)	Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#)(1)	Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(2)	Vesting Schedule
David Steinberg	2/23/2022			112,500	$919,125	(3)
	2/23/2022	775,000	$6,331,750			(4)
	8/18/2021			100,000	817,000	(3)
	8/18/2021	364,375	2,976,944			(5)
	6/14/2021	437,500	3,574,375			(6)
	12/30/2011 - 9/1/2020	17,458,512	142,636,043			(7)
Steven Gerber	2/23/2022			82,500	674,025	(3)
	2/23/2022	160,000	1,307,200			(4)
	8/18/2021			50,000	408,500	(3)
	8/18/2021	51,563	421,270			(5)
	6/14/2021	62,500	510,625			(5)
	2/12/2013 - 2/25/2021	3,041,505	24,849,096			(8)
Christopher Greiner	2/23/2022			68,750	561,688	(3)
	2/23/2022	118,000	964,060			(4)
	8/18/2021			50,000	408,500	(3)
	8/18/2021	51,563	421,270			(5)
	6/14/2021	62,500	510,625			(5)
	2/17/2020 - 2/1/2021	2,091,239	17,085,423			(8)


Name	Fees earned or paid in cash(1)	Stock Awards(2)	Total ($)
Jené Elzie	$ 100,000	$ 150,000	$ 250,000
Robert Niehaus	$ 100,000	$ 150,000	$ 250,000
William Royan	$ 100,000	$ 150,000	$ 250,000
William A. Landman	$ 100,000	$ 150,000	$ 250,000
John Sculley	$ 100,000	$ 150,000	$ 250,000
Jeanine Silberblatt (3)	$ 54,167	$ 150,000	$ 204,167


Beneficial Owner(1)	Class A Common Stock		Class B Common Stock		% of Total Voting Power†
Beneficial Owner(1)		Number of Shares	%	Number of Shares	% of Total Voting Power†	%
5% or Greater Stockholders:
Entities affiliated with Greenhill Capital Partners(2)	15,246,891	8.7%	—	—	3.1%
Entities affiliated with GPI Capital Gemini HoldCo LP(3)	16,237,054	9.2%	—	—	3.3%
ACI Investment Partners, LLC(4)	954,944	*	25,964,110	81.8%	52.8%
Executive Officers and Directors:
David A. Steinberg(5)	3,021,288	1.7%	31,723,379	100.0%	64.9%
Steven Gerber(6)	3,072,980	1.7%	—	—	*
Christopher Greiner(7)	2,163,141	1.2%	—	—	*
William Landman(8)	1,403,267	*	—	—	*
Robert Niehaus(9)	15,282,019	8.7%	—	—	3.1%
William Royan(10)	16,272,182	9.2%	—	—	3.3%
John Sculley(11)	2,124,606	1.2%	—	—	*
Jené Elzie(12)	53,902	*	—	—	*
Jeanine Silberblatt(13)	35,128	*	—	—	*
All directors and executive officers as a group (9 individuals)	43,428,513	24.9%	31,723,379	100.0%	73.1%


(1)	Amounts shown represent restricted stock awards and PSUs granted to the named executive officer. Certain outstanding awards have been transferred other than for value by the named executive officer to trusts or other entities.


(2)	Amount shown is based on a price per share of $8.17, which was the closing price of our Class A common stock as of December 31, 2022.
(3)	Represents PSUs at the threshold level of performance, which is 25% of target. 2021 PSUs will be earned between 0% and 200% of target based upon the volume-weighted average closing price per share of our Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter beginning with the second fiscal quarter of 2022 and ending with, and including, the fourth fiscal quarter of 2025. 2022 PSUs will be earned between 0% of target and a varying maximum percentage of target for each NEO based upon the volume-weighted average closing price per share of our Class A Common Stock during the final 20 consecutive trading days of each fiscal quarter beginning with the fourth fiscal quarter of 2022 and ending with, and including, the fourth fiscal quarter of 2026. The maximum number of PSUs that may be earned by each NEO is as follows: Mr. Steinberg, 389% of target; Mr. Gerber, 361% of target; and Mr. Greiner, 373% of target. To the extent earned, the PSUs vest in three equal annual installments, with the first installment vesting on the date the Company determines the number of PSUs that are eligible to vest for such quarter, and the second and third installments vesting on the first and second anniversaries of such determination date. The PSUs are subject to accelerated vesting in connection with certain qualifying terminations of employment. See the section entitled “Equity Compensation” above for additional information. The unearned portion of the 2021 PSUs and 2022 PSUs are expected to expire on January 1, 2026 and January 1, 2027, respectively.
(4)	Unvested shares of Class A common stock vest as to 25% of the shares on March 14, 2023 and the remaining 75% of the shares will vest quarterly thereafter over three years. The restricted shares are subject to accelerated vesting in connection with certain qualifying terminations of employment. See the section entitled “Executive Compensation Arrangements” below for additional information.
(5)	Unvested shares of Class A common stock vest in 10 equal quarterly installments from March 14, 2023 through June 14, 2025. The restricted shares are subject to accelerated vesting in connection with certain qualifying terminations of employment. See the section entitled “Executive Compensation Arrangements” below for additional information.
(6)	Unvested shares of Class B common stock vest in 10 equal quarterly installments from March 14, 2023 through June 14, 2025. The restricted shares are subject to accelerated vesting in connection with certain qualifying terminations of employment. See the section entitled “Executive Compensation Arrangements—Employment Agreement with Mr. Steinberg” below for additional information.
(7)	Unvested shares of Class B common stock vest in 14 equal quarterly installments from March 14, 2023 through June 14, 2026. In the event we complete secondary offerings of our common stock, these awards will vest, subject to the Board’s approval, in an amount equal to the number of such unvested awards held by Mr. Steinberg on the date of the applicable secondary offering, multiplied by the greater of (a) 25% and (b) a percentage equal to (i) the number of shares sold in the secondary offering divided by (ii) the number of shares of our common stock outstanding as of the effective date of our IPO (as adjusted for stock splits, reverse stock splits and similar events). In the event we have a change in control, these awards will vest in full.
(8)	Unvested shares of Class A common stock vest in 14 equal quarterly installments from March 14, 2023 through June 14, 2026. In the event we complete secondary offerings of our common stock, these awards will vest, subject to the Board’s approval, in an amount equal to the number of such unvested awards held by the applicable NEO on the date of the applicable secondary offering, multiplied by a percentage equal to (i) the number of shares sold in the secondary offering divided by (ii) the number of shares of our common stock outstanding as of the effective date of our IPO (as adjusted for stock splits, reverse stock splits and similar events).


(1)	Amounts reflect the annual cash retainer earned under our director compensation program for service on our Board during 2022. Beginning the first quarter of 2022 with respect to Mr. Landman, and third quarter of 2022 with respect to Mr. Sculley, these directors each elected to receive their quarterly payment of their annual cash retainer in the form of restricted shares of our Class A common stock, which vests as to 25% of the award one year from the grant date and as to the remaining 75% in four equal quarterly installments beginning on the first anniversary of the grant date. Accordingly, on April 1, 2022, Mr. Landman was granted 1,960 restricted shares of Class A common stock (in lieu of $25,000 of cash fees for service during the first quarter of 2022); on July 1, 2022, Mr. Landman was granted 5,530 restricted shares of Class A common stock (in lieu of $25,000 of cash fees for service during the second quarter of 2022); on October 1, 2022, Mr. Landman and Mr. Sculley were each granted 3,782 restricted shares of Class A common stock (in lieu of $25,000 of cash fees for service during the third quarter of 2022); and on January 1, 2023, Mr. Landman and Mr. Sculley were each granted 3,060 restricted shares of Class A common stock (in lieu of $25,000 of cash fees for service during the fourth quarter of 2022).
(2)	Amounts reflect the full grant-date fair value of restricted stock awards granted during 2022 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all restricted stock awards made to our directors in Note 13 to the consolidated financial statements included in our 2022 Annual Report on Form 10-K.
(3)	Ms. Silberblatt was elected to the Board on June 15, 2022 and amounts shown reflect the compensation earned under our director compensation program for her partial year of service as a director during 2022.


Name	Unvested Restricted Shares Outstanding at Fiscal Year End
Jené Elzie	39,822
Robert Niehaus	483,591
William Royan	35,128
William Landman	1,332,506
John Sculley	1,591,830
Jeanine Silberblatt	35,128


*	Less than one percent.
†	Percentage of total voting power represents voting power with respect to all shares of our Class A and Class B common stock, as a single class. The holders of our Class B common stock are entitled to ten votes per share, and holders of our Class A common stock are entitled to one vote per share.
(1)	Unless otherwise noted, the business address of each of those listed in the table is 3 Park Avenue, 33rd Floor, New York, NY 10016.
(2)	Consists of: (i) 7,201,374 shares of Class A common stock held directly by Greenhill Capital Partners III, L.P., of which GCP Managing Partner III, L.P. (“Greenhill III GP”) is the general partner; (ii) 1,410,594 shares of Class A common stock held directly by Greenhill Capital Partners (Cayman Islands) III, L.P., of which Greenhill III GP is the general partner; (iii) 3,003,431 shares of Class A common stock held directly by Greenhill Capital Partners (Employees) III, L.P., of which Greenhill III GP is the general partner; (iv) 1,300,806 shares of Class A common stock held directly by Greenhill Capital Partners (GHL) III, L.P., of which Greenhill III GP is the general partner; (v) 1,407,245 shares of Class A common stock held directly by GCP Capital Partners IV, L.P., of which GCP Managing Partner


	IV, L.P. (“Greenhill IV GP”) is the general partner; and (vi) 26,510 shares of Class A common stock held directly by GCP Capital Partners (Cayman) IV, L.P., of which Greenhill IV GP is the general partner. Also includes 896,931 shares of restricted Class A common stock. The general partner of Greenhill III GP is GCP Managing Partner III GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. The general partner of Greenhill IV GP is GCP Managing Partner IV GP, LLC, which has sole voting and investment power. Robert Niehaus, Frank Pottow, Boris Gutin and Cyrus Hormazdi are the members of the investment committee of GCP Capital Partners, LLC, the investment manager of each of the Greenhill shareholders, and share such powers. Mr. Niehaus, a member of our board of directors, is a member of the investment committee of Greenhill Capital Partners, and may be deemed to share voting and investment power over the shares held by the entities associated with Greenhill Capital Partners. The principal business address of the entities mentioned in this footnote is 600 Lexington Ave., 31st Floor, New York, NY 10022.
(3)	Shares held directly by GPI Capital, L.P. GPI Capital, LLC (“GPI LLC”) is (i) the sole member of GPI GP Limited, which is the general partner of GPI GP LP, which is the general partner of GPI Capital Gemini HoldCo LP and (ii) the general partner of GPI Capital, L.P. William T. Royan, Khai Ha and Aleksander Migon are the members of the Investment Committee of GPI LLC. Mr. Royan, a member of our board of directors, may be deemed to share voting and investment power over the shares held by the entities associated with GPI LLC. The principal business address of entities mentioned in this footnote is 1345 Avenue of the Americas, 32nd Floor, New York, NY 10105.
(4)	Consists of (i) 42,444 shares of Class A common stock and 912,500 shares of restricted Class A common stock and (ii) 10,474,923 shares of Class B common stock and 15,489,187 shares of restricted Class B common stock, held by ACI Investment Partners, LLC, of which Mr. Steinberg, our Co-Founder and Chief Executive Officer is the managing member.
(5)	Consists of (i) 15,337 shares of Class B common stock held by CAIVIS Acquisition Corp. II, which is a wholly owned subsidiary of CAIVIS Investment Company V, LLC, of which Mr. Steinberg is the majority shareholder; (ii) 194,601 shares of Class B common stock held by Kica Investments LLC, of which Mr. Steinberg is managing member; (iii) 487,043 shares of Class A common stock, 5,005,905 shares of Class B common stock and 77,849 shares of restricted Class B common stock held by IAC Investment Company IX, LLC, of which Mr. Steinberg is managing member; (iv) 10,260 shares of Class A common stock, 171,720 shares of restricted Class A common stock and 72,780 shares of Class B common stock held by Kristen Steinberg, Mr. Steinberg’s spouse; (v) 1,390,000 shares of Class A common stock held by Kristin Kuehl, with whom Mr. Steinberg is party to a voting agreement; (vi) 7,321 shares of Class A common stock held directly by Mr. Steinberg and (vii) the shares described in footnote (5) above. Additionally, Mr. Steinberg is co-trustee of seven irrevocable family trusts (together the “Steinberg Family Trusts”), which collectively hold 342,431 shares of Class B common stock and 50,366 shares of restricted Class B common stock. Mr. Steinberg may be deemed to share beneficial ownership of the shares held of record by the Steinberg Family Trusts.
(6)	Consists of 25,601 shares of Class A common stock and 3,047,379 shares of restricted Class A common stock held by the Evergreen Revocable Trust, for which Mr. Gerber serves as trustee and beneficiary.
(7)	Consists of 29,653 shares of Class A common stock and 2,133,488 shares of restricted Class A common stock held directly by Mr. Greiner.
(8)	Consists of (i) 206,389 shares of Class A common stock and 400,776 shares of restricted Class A common stock held by Beth Landman, Mr. Landman’s spouse, (ii) 1,940 shares of Class A common stock held of record by Capital Management Systems, LLC, of which Mr. Landman is a managing member, (iii) 1,850 shares of Class A Common Stock held of record by CMS Sub Management Company, of which Mr. Landman is a director and executive officer, (iv) 47,895 shares of Class A common stock held directly by Mainline Special Opportunities Fund, L.P. (“MainLine”), (v) 490 shares of Class A common stock and 51,278 shares of restricted Class A common stock held directly by Mr. Landman and (vi) 66,668 shares of Class A common stock and 133,332 shares of restricted Class A common stock held directly by CMS Platinum Fund, L.P., of which MSPS Platinum, Inc. (“CMS GP”) is the general partner. Mr. Landman, a member of our board of directors, is the senior managing director of CMS GP and may be deemed to share voting and investment power over the shares held by CMS GP. MainLine SO Associates, L.P. is the general partner of MainLine, and MainLine SO GP, LLC is the general partner of MainLine’s general partner. Mr. Landman is MainLine SO GO, LLC’s manager. The principal business address of Mr. Landman and the entities identified in this footnote is 308 E. Lancaster Avenue, Suite 300, Wynnewood, PA 19096.
(9)	Consists of shares described in footnote (2) above and 35,128 shares of restricted Class A common stock held by Mr. Niehaus.
(10)	Consists of the shares described in footnote (3) above and 35,128 shares of restricted Class A common stock held by Mr. Royan.
(11)	Consists of (i) 349,981 shares of Class A common stock and 734,461 shares of restricted Class A common stock held directly by The Bluedge Revocable Trust, for which Mr. Sculley serves as trustee and beneficiary and (ii) 349,981 shares of Class A common stock and 690,183 shares of restricted Class A common stock held directly by The Denim Revocable Trust, for which Mr. Sculley serves as co-trustee and may be deemed to share voting and investment power over such shares.
(12)	Consists of (i) 18,774 shares of Class A common stock and (ii) 35,128 shares of restricted Class A common stock held directly by Ms. Elzie.
(13)	Consists of 35,128 shares of restricted Class A common stock held directly by Ms. Silberblatt.

SEC Form DEF 14A filed by Zeta Global Holdings Corp.