DEF 14A of Zeta Global Holdings Corp., Apr 24, 2026

DEF 14A of Zeta Global Holdings Corp.

Filed Apr 24, 2026 · FY20250001193125-26-177408

Open on EDGAR

  1. Proposal 1: Election of Directors

    Proposal 1: Election of Directors At the Annual Meeting, three (3) Class II directors are to be elected to hold office until the Annual Meeting of Stockholders to be held in 2029 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal. Our current Class II Directors are William Landman, Robert Niehaus and Jeanine Silberblatt. The Board has nominated each of our Class II incumbent directors to serve as Class II directors until the 2029 Annual Meeting. We currently have seven (7) directors on our Board. The proposal regarding the election of directors requires the approval of 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 are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. In accordance with our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws, our Board is divided into three classes with staggered three-year terms. At each annual meeting of stockholders, the successors to the directors whose terms will then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election. The current class structure is as follows: Class I, whose term will expire at the 2028 Annual Meeting of Stockholders; Class II, whose current term will expire at the Annual Meeting, and, if elected at the Annual Meeting, whose subsequent term will expire at the 2029 Annual Meeting of Stockholders; and Class III, whose term will expire at the 2027 Annual Meeting of Stockholders. The current Class I Directors are Jené Elzie and William Royan; the current Class II Directors are William Landman, Robert Niehaus and Jeanine Silberblatt; and the current Class III Directors are David Steinberg and Imran Khan. Our Amended and Restated Certificate of Incorporation and Amended and Restated Bylaws provide that, subject to the rights of holders of any series of preferred stock, the authorized number of directors may be changed from time to time by the Board. Any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. Prior to the date as of which the holders of Class B Stock no longer hold at least a majority of the voting power of the outstanding shares of Common Stock (the “Sunset Date”), and subject to the rights of the holders of any series of preferred stock then outstanding in respect of preferred stock directors, any director or the entire Board may only be removed with or without cause by the affirmative vote of the holders of a majority in voting power of our Common Stock then entitled to vote at an election of directors. After the Sunset Date, any director or the entire Board may be removed only for cause and only by the affirmative vote of the holders of a majority in voting power of our Common Stock then entitled to vote at an election of directors. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of Common Stock represented by the proxy for the election as Class II directors the persons whose names and biographies appear below. All of the persons whose names and biographies appear below are currently serving as our directors. In the event that any of William Landman, Robert Niehaus and Jeanine Silberblatt should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board, or the Board may elect to reduce its size. The Board has no reason to believe that any of the director nominees will be unable to serve if elected. Each of the director nominees has consented to being named in this proxy statement and to serve if elected. The proposal regarding the election of directors requires the approval of 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 are not considered to be votes cast and, accordingly, will have no effect on the outcome of the vote on this proposal. The Board unanimously recommends a vote FOR the election of each of the below Class II director nominees.

  2. William Landman

    William Landman William Landman has served on our Board since 2008. Mr. Landman is a co-founding and controlling member of Merion Realty Partners, a vertically integrated multi-family real estate organization. In addition, he is a co-founding and controlling member of MainLine Investment Partners, a family office that makes private equity investments in operating businesses. He is a senior advisor to CW Advisors (previously Congress Wealth) and also serves on numerous boards of portfolio companies associated with MainLine. Mr. Landman is an Emeritus Trustee of the Thomas Jefferson University Board of Trustees. Mr. Landman was a partner in Reich & Landman with offices in Pittsburgh, PA and Sarasota, FL, with expertise in transactional corporate practices and the representation of professional athletes. Mr. Landman holds a Bachelor of Arts degree from the University of Pittsburgh and a Juris Doctor from the University of Pittsburgh School of Law. We believe that Mr. Landman is qualified to serve on our Board due to his longstanding experience in investment and company management.

  3. Robert Niehaus

    Robert Niehaus Robert H. Niehaus has served on our Board since 2012 and has over 30 years of experience in investment and private equity. Mr. Niehaus is the Founder and Co-Managing Partner of GCP Capital Partners LLC (“GCP”) and has previously served in roles including Chairman of GCP and its predecessor business Greenhill Capital Partners and their respective Investment Committees since 2000. In addition, Mr. Niehaus is Chairman of Iridium Communications Inc., a satellite communications company, and previously served as a Director for Heartland Payment Systems, a payments technology business. He holds a BA in international affairs from Princeton University and an MBA from Harvard Business School. We believe Mr. Niehaus is qualified to serve on our Board due to his extensive corporate governance and investment strategy experience.

  4. Jeanine Silberblatt

    Jeanine Silberblatt Jeanine Barnett Silberblatt has served on our Board since 2022. Jeanine is an advisor, corporate board director, and investor with more than 25 years of experience across retail, technology, and financial services. Her experience spans omnichannel retail, direct-to-consumer brands, AI-enabled startups, and global financial institutions, including Williams-Sonoma, Reformation, Sears Holdings, and UBS. Ms. Silberblatt is Managing Partner of JBS Advisory, where she advises private-sector and nonprofit clients on brand-led growth and digital transformation. She also serves as an Advisor to Conquer AI, a UK-based company building AI Agents that reimagine business processes for FTSE 250 and Fortune 500 companies. Previously, she served as Board President of Fashion Incubator San Francisco (FiSF), which was acquired by the Human Rights Foundation in 2025. Ms. Silberblatt holds a Bachelor of Science from Delaware State University and an MBA from Harvard Business School. We believe Ms. Silberblatt is qualified to serve on our Board due to her experience as an executive in marketing. Continuing members of the Board of Directors:

  5. Class I Directors (terms to expire at the 2028 Annual Meeting)

    Class I Directors (terms to expire at the 2028 Annual Meeting) The current members of the Board who are Class I Directors are as follows:

  6. Class I Directors (terms to expire at the 2028 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Zeta | | Jené Elzie | 52 | 2021 | Director | | William Royan | 58 | 2017 | Director |

  7. Jené Elzie

    Jené Elzie Jené Elzie has served on our Board since 2021. She has over three decades of experience as a sports and entertainment executive, having worked for and with some of the most respected global brands in the industry, including NBA, Golf Channel, Comcast/NBCUniversal, and Fox Sports. She is the Chief Marketing Officer at Dunes Point Capital, a private equity firm, where she has worked since 2023. From 2018 to 2022, Ms. Elzie served as Chief Growth Officer for Athletes First Partners, a sports marketing agency representing sports properties, including the National Basketball Players Association, the National Basketball Retired Players Association, and the US Olympic & Paralympic Committee. From 2013 to 2018, she served as Vice President, International Marketing at the National Basketball Association. Ms. Elzie holds a bachelor’s degree in economics and a master’s degree in sociology, both from Stanford University. We believe Ms. Elzie is qualified to serve on our Board because of her extensive experience as an executive in the marketing, sports and entertainment industries.

  8. William Royan

    William Royan William Royan has served on our Board since 2017. He is a Founding Partner of Markets Infrastructure Partners, a specialist alternative asset manager dedicated to investments in the global financial markets infrastructure sector (including trading platforms, post-trade, data services and payments, and asset and wealth management). From May 2016 until November 2025, Mr. Royan was also the Founding Partner and Chair of the Investment Committee of GPI Capital, a growth-oriented and structured equity alternative investment firm. Previously, he was a Global Managing Partner and Chief Investment Officer of a predecessor group at BTG Pactual, the global financial services firm. Mr. Royan was also Head of Relationship Investing at Ontario Teachers’ Pension Plan, where in addition to his direct investing role, he was responsible for the environmental, social and governance policies and engagements of the pension plan. He has been a director of numerous public and private companies, including the TMX Group (which operates the Toronto Stock Exchange and other market exchanges, where he chaired its Governance Committee) and BTG Pactual (which offers investment banking, asset and wealth management services). He is also currently a director of Sun Hung Kai (a Hong Kong-based financial institution focused on alternative investments and wealth management), and of Cannae Holdings (a permanent capital investment firm that identifies, acquires, and actively manages businesses with the goal of creating long-term value). Mr. Royan holds a Bachelor of Commerce from the University of Calgary and an MBA from the University of Chicago. We believe Mr. Royan is qualified to serve on our Board because of his background in financial services.

  9. Class III Directors (terms to expire at the 2027 Annual Meeting)

    Class III Directors (terms to expire at the 2027 Annual Meeting) The current members of the Board who are Class III Directors are as follows:

  10. Class III Directors (terms to expire at the 2027 Annual Meeting)

    | Name | Age | Served as a Director Since | Position with Zeta | | David Steinberg | 56 | 2007 | Chairman and Chief Executive Officer | | Imran Khan | 48 | 2024 | Director |

  11. David Steinberg

    David Steinberg David Steinberg has been a member of our Board since 2007 and is the Co-founder, Chairman and Chief Executive Officer of Zeta. Mr. Steinberg is also Chairman of CAIVIS Investment Company, Kica Investments and On Demand Pharmaceuticals. Previously, he was the founder and Chief Executive Officer of InPhonic, a seller of wireless phones and communications products and services. Prior to that he was the Chairman and Chief Executive Officer of Sterling Cellular. He holds a BA in Economics from Washington & Jefferson College. We believe that Mr. Steinberg is qualified to serve on our Board due to his marketing and entrepreneurial background.

  12. Imran Khan

    Imran Khan Imran Khan has served as Founder and Chief Investment Officer at Proem Asset Management LP since 2019. He is also CEO and a member of the board of Proem Acquisition Corp I since 2026. Additionally, Mr. Khan served on the board of directors at Dave Inc from 2023 to January 2026. From 2015 to 2018, he was the Chief Strategy Officer at Snap Inc., where he oversaw the company’s corporate strategy, revenue generation, business operations and partnerships. From 2011 to 2015, Mr. Khan was a Managing Director and Head of Global Internet Investment Banking at Credit Suisse. Before joining Credit Suisse, Mr. Khan held the role of Managing Director and Head of Global Internet Research at JPMorgan Chase. Mr. Khan holds a Bachelor of Science in Business Administration (B.S.B.A.) in Finance and Economics from the University of Denver. We believe Mr. Khan is qualified to serve on our Board due to his longstanding experience in investment and company management.

  13. Executive Summary

    | What We Do | | What We Do Not Do | | ✓ | Emphasize performance-based, at risk compensation, including performance-based equity awards.X | Do not grant guaranteed equity compensation. | | ✓ | Emphasize the use of equity compensation to promote executive retention and reward long-term value creation.X | Do not permit hedging of Company securities. | | ✓ | Weight the overall pay mix towards incentive compensation for senior executives.X | Do not provide defined benefit pension arrangements. | | ✓ | Engage an independent compensation consultant to advise our Compensation Committee. | |

  14. Role of Compensation Consultant

    Role of Compensation Consultant In order to design a competitive executive compensation program that will continue to attract top executive talent and reflect our compensation philosophy, our Compensation Committee has retained FW Cook as an independent compensation consultant to provide executive compensation advisory services, help evaluate our compensation philosophy and objectives and provide guidance in administering our executive compensation program. The Compensation Committee has evaluated the independence of FW Cook pursuant to the requirements of NYSE and SEC rules and has determined that FW Cook does not have any conflicts of interest in advising the Compensation Committee. FW Cook did not provide any other services to the Company in 2025 for which the amount of fees exceeded $120,000. For purposes of 2025 executive compensation decisions, the Compensation Committee used the peer group developed in consultation with FW Cook in December 2024, which was selected based on an evaluation of other publicly traded companies with size and financial characteristics similar to our own, or which operate in similar industries. This peer group consisted of the following companies:

  15. Role of Compensation Consultant

    | • AppLovin • BILL • Blackbaud • Braze • C3.ai | • DoubleVerify • Five9 • Informatica • LiveRamp • Match Group | • Nutanix • PagerDuty • Pegasystems • Smartsheet | • Teradata • The Trade Desk • Twilio • ZoomInfo Tech. |

  16. Cash Incentive Compensation

    Cash Incentive Compensation We consider annual cash incentive bonuses to be an important component of our total compensation program and provide incentives necessary to retain executive officers. Each NEO is eligible to receive an annual performance-based cash bonus based on a specified target annual bonus award amount, expressed as a percentage of the NEO’s base salary. For 2025, the target bonus opportunity for Mr. Steinberg, Mr. Gerber and Mr. Greiner, expressed as a percentage of base salary was 100%, 109% and 100%, respectively. Our Board determines the bonus amounts for our executives, including our NEOs, based on Company performance against pre-established objectives and retains discretion to allow for individual adjustments based on such factors as it deems appropriate. Payouts under our annual cash incentive program are made based on input from the Chief Executive Officer and the Compensation Committee on performance against a variety of factors, including financial performance against the Company’s budget for fiscal year 2025 that was presented to the Board in January 2025. After considering performance against the financial goals as well as an assessment of qualitative factors of performance including general market conditions and success on other strategic goals, the Chief Executive Officer recommended, and the Compensation Committee approved, annual incentive payouts at the 200% of the target level for all the NEOs based on the achievement of revenue and profitability that exceeded the Company’s 2025 financial budget. In particular, the Company achieved $1,304.7 million in revenue and $278.7 million in Adjusted EBITDA for fiscal year 2025, which exceeded the initial guidance we issued of $1,235 million to $1,245 million in revenue and $255.5 million to $257.5 million in Adjusted EBITDA based on our budget for fiscal year 2025.1 ____________________ 1 Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Loss and for a discussion of management’s use of non-GAAP measures. In addition to amounts earned under our annual bonus plan for the year, the named executive officers were also awarded discretionary cash bonuses during 2025 in recognition of the successful completion of the Company’s acquisition of the enterprise business from Marigold Group, Inc. (the “Marigold Deal Bonus”).

  17. Equity-Based Long-Term Incentive Awards

    Equity-Based Long-Term Incentive Awards We view equity-based compensation as a critical component of our balanced total compensation program. Equity-based compensation creates an ownership culture among our employees that provides an incentive to contribute to the continued growth and development of our business and aligns the interests of executives with those of our stockholders. We do not currently have any formal policy for determining the number of equity-based awards to grant to NEOs. Our Compensation Committee believes it is essential to provide equity-based compensation to our executive officers in order to link the interests and risks of our executive officers with those of our stockholders, reinforcing our commitment to ensuring a strong linkage between Company performance and pay. While no equity awards were granted to our NEOs in 2025, equity compensation remains an integral component of our compensation program. In February 2025, the Company determined that 190.1% of the target number of PSUs issued in April 2024 were earned by the NEOs based on the 20-day volume-weighted average price of our Class A Stock of $21.54 for the performance quarter ended December 31, 2024. The earned PSUs vest over three years, with one-third vesting on the date on which the Company determined the number of PSUs that are eligible to vest and the remaining two-thirds vesting in eight quarterly installments following such determination date.

  18. Employment Agreements

    Employment Agreements We are party to employment agreements with each of our NEOs, which provide for severance payments and benefits upon certain terminations of employment, including upon the executive’s termination without cause or resignation for good reason. Our Compensation Committee believes that these types of arrangements are necessary to attract and retain executive talent and are a customary component of executive compensation. In particular, such arrangements can mitigate a potential disincentive for our NEOs when they are evaluating a potential acquisition of the Company and can encourage retention through the conclusion of the transaction. The payments and benefits provided under the employment agreements are designed to be competitive with market practices. A description of these agreements, as well as information on the estimated payments and benefits that our NEOs would have been eligible to receive as of December 31, 2025, are set forth in “Potential Payments Upon Termination or Change in Control” below.

  19. Other Policies and Considerations

    Other Policies and Considerations Clawback Policy. The Company has adopted a compensation recovery policy as required by Rule 10D-1 under the Securities Exchange Act of 1934, as amended, and the corresponding listing standards of the New York Stock Exchange. This policy provides for the mandatory recovery (subject to limited exceptions) from current and former officers of incentive-based compensation that was erroneously received during the three years preceding the date that the Company is required to prepare an accounting restatement. Covered restatements include both a restatement to correct an error that is material to previously issued financial statements or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. The amount required to be recovered is the excess of the amount of incentive-based compensation received over the amount that otherwise would have been received had it been determined based on the restated financial measure. Derivatives Trading, Hedging, and Pledging Policies. Our Insider Trading Compliance Policy provides that no employee, officer, or director may acquire, sell, or trade in any interest or position relating to the future price of Company securities, such as a put option, a call option or a short sale, or engage in hedging transactions. In addition, our Insider Trading Compliance Policy provides that no employee, officer, or director may pledge Company securities as collateral to secure loans, except under certain limited circumstances approved in advance by our compliance officer. This prohibition means, among other things, that these individuals may not hold Company securities in a “margin” account, which would allow the individual to borrow against their holdings to buy securities, except as approved in advance by our compliance officer. There have been no such exceptions approved to date. Policies and Practices Relating to the Grant of Stock Options. We do not grant stock options in anticipation of the release of material nonpublic information, and we do not time the release of material nonpublic information for the purpose of affecting the value of executive compensation. In the event material nonpublic information becomes known to the Compensation Committee before granting a stock option, the Compensation Committee will consider such information and use its business judgment to determine whether to delay the grant to avoid any appearance of impropriety. Although we do not have a formal policy with respect to the timing of our stock option grants, the Compensation Committee has historically granted such awards on a predetermined annual schedule. In fiscal year 2025, we did not grant stock options to our NEOs. Section 409A. The Compensation Committee takes into account whether components of the compensation for our executive officers will be adversely impacted by the penalty tax imposed by Section 409A of the Code, and aims to structure these components to be compliant with or exempt from Section 409A to avoid such potential adverse tax consequences. Section 162(m). Section 162(m) of the Code disallows a tax deduction to public companies for compensation in excess of $1 million paid to “covered employees”, which generally includes all NEOs. While the Compensation Committee may take the deductibility of compensation into account when making compensation decisions, the Compensation Committee will award compensation that it determines to be consistent with the goals of our executive compensation program even if such compensation is not deductible by us. Accounting for Share-Based Compensation. We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718, (“ASC Topic 718”), for our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our NEOs may never realize any value from their awards.

  20. 2025 Summary Compensation Table

    2025 Summary Compensation Table The following table contains information about the compensation earned by each of our NEOs for the fiscal years ended December 31, 2025, 2024 and 2023.

  21. 2025 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation (4)($) | Total ($) | | David Steinberg | 2025 | 750,000 | 1,500,000 | 1,869,577 | 1,500,000 | 463,659 | 6,083,236 | | Chairman and Chief Executive Officer | 2024 | 750,000 | 250,000 | 23,960,846 | 750,000 | 445,428 | 26,156,274 | | | 2023 | 750,000 | 475,000 | 16,361,999 | 750,000 | 531,640 | 18,868,639 | | Christopher Greiner | 2025 | 500,000 | 1,000,000 | 0 | 1,000,000 | 55,250 | 2,555,250 | | Chief Financial Officer | 2024 | 500,000 | 300,000 | 9,583,625 | 500,000 | 5,175 | 10,888,800 | | | 2023 | 500,000 | 350,000 | 5,947,000 | 500,000 | 94,725 | 7,391,725 | | Steven Gerber | 2025 | 550,000 | 1,200,000 | 0 | 1,200,000 | 65,250 | 3,015,250 | | President | 2024 | 550,000 | 325,000 | 10,965,450 | 600,000 | 65,175 | 12,505,625 | | | 2023 | 550,000 | 368,263 | 7,034,600 | 600,000 | 94,725 | 8,647,588 |

  22. 2025 Summary Compensation Table

    ____________________ (1) Amounts shown for 2025 reflect the Marigold Deal Bonus granted in 2025. See “Cash Incentive Compensation” in the CD&A above for additional information. (2) Amount shown for 2025 for Mr. Steinberg represents the incremental fair value attributable to the modification of certain outstanding equity awards during 2025 that changed the vesting schedule of such awards. See “Grants of Plan-Based Awards in Fiscal 2025” below. 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 2025 Annual Report on Form 10-K. (3) Amounts reflect cash bonuses earned under our annual performance-based bonus program for 2025. Please see the description of the annual bonus program under “Cash Incentive Compensation” in the CD&A above. (4) Amount shown for 2025 for Mr. Steinberg includes the cost of (i) maintaining an apartment for corporate purposes and Mr. Steinberg’s and other employees’ use while on Company business ($337,500 for 2025), (ii) certain club membership fees ($66,159 for 2025, which includes $16,196 of tax gross-up) and (iii) executive healthcare services ($60,000 for 2025). Amount shown for 2025 for Mr. Gerber includes the cost of (i) executive healthcare services ($60,000 for 2025) and (ii) matching contributions under our 401(k) plan. Amount shown for 2025 for Mr. Greiner includes the cost of (i) executive healthcare services ($50,000 for 2025) and (ii) matching contributions under our 401(k) plan.

  23. Grants of Plan-Based Awards in Fiscal 2025

    Grants of Plan-Based Awards in Fiscal 2025 The following table provides supplemental information relating to grants of plan-based awards made during fiscal 2025 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during fiscal 2025.

  24. Grants of Plan-Based Awards in Fiscal 2025

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards (1) | All Other Stock Awards: Number of Shares of Stock (#)(2) | Grant Date Fair Value of Stock Awards ($)(2) | | | | Target($) | | | | David Steinberg | — | $750,000 | — | — | | | 12/10/2025 | | 205,674 | 1,869,577 |

  25. Grants of Plan-Based Awards in Fiscal 2025

    | Christopher Greiner | — | $500,000 | — | — | | Steven Gerber | — | $600,000 | — | — |

  26. Grants of Plan-Based Awards in Fiscal 2025

    (1) Amounts reflect potential payouts under our 2025 annual bonus program. Our annual bonus program does not have pre-established threshold and maximum payout levels. Please see the description of the annual bonus program under “Cash Incentive Compensation” in the CD&A above. (2) Reflects the incremental fair value, computed as of the modification date in accordance with ASC Topic 718, of 205,674 restricted stock awards granted in 2023 that were amended in December 2025 to accelerate the vesting by periods ranging from 2-6 months to accommodate the sale and/or withholding of shares to fund certain withholding tax obligations in connection with the vesting or settlement of certain other equity awards held by Mr. Steinberg.

  27. Outstanding Equity Awards at Fiscal Year-End Table

    Outstanding Equity Awards at Fiscal Year-End Table The following table summarizes the number of shares of Common Stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2025.

  28. Outstanding Equity Awards at Fiscal Year-End Table

    | | 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 | | | 4/3/2024 | 1,064,475 | 21,662,066 | 132,961 | 2,705,756 | (3) | | | 4/21/2023 | 181,615 | 3,695,865 | 195,932 | 3,987,216 | (4) | | | 4/21/2023 | 411,347 | 8,370,911 | 0 | 0 | (5) | | | 2/23/2022 | 350,445 | 7,131,556 | 698,667 | 14,217,873 | (6) | | | 2/23/2022 | 48,438 | 985,713 | 0 | 0 | (5) | | | 8/18/2021 | 228,667 | 4,653,373 | 0 | 0 | (7) | | David Steinberg | 2/12/2018-5/5/2021 | 2,493,900 | 50,750,865 | 0 | 0 | (5) | | | 4/3/2024 | 425,759 | 8,664,196 | 53,181 | 1,082,233 | (3) | | | 4/21/2023 | 101,132 | 2,058,036 | 109,105 | 2,220,287 | (4) | | | 4/21/2023 | 112,500 | 2,289,375 | 0 | 0 | (5) | | | 2/23/2022 | 211,524 | 4,304,513 | 390,431 | 7,945,271 | (6) | | | 2/23/2022 | 7,375 | 150,081 | 0 | 0 | (5) | | | 8/18/2021 | 114,335 | 2,326,717 | 0 | 0 | (7) | | Christopher Greiner | 2/17/2020-2/1/2021 | 298,715 | 6,078,850 | 0 | 0 | (5) | | | 4/3/2024 | 487,147 | 9,913,441 | 60,849 | 1,238,277 | (3) | | | 4/21/2023 | 121,358 | 2,469,635 | 130,926 | 2,664,344 | (4) | | | 4/21/2023 | 131,250 | 2,670,938 | 0 | 0 | (5) | | | 2/23/2022 | 251,454 | 5,117,089 | 435,639 | 8,865,254 | (6) | | | 2/23/2022 | 10,000 | 203,500 | 0 | 0 | (5) | | | 8/18/2021 | 114,335 | 2,326,717 | 0 | 0 | (7) | | Steven Gerber | 6/15/2016-2/25/2021 | 434,460 | 8,841,261 | 0 | 0 | (5) |

  29. Outstanding Equity Awards at Fiscal Year-End Table

    | (1) Amounts shown represent restricted stock awards and PSUs granted to the NEO. Amounts shown under the “Number of Unearned Shares, Units or Other Rights That Have Not Vested” represent PSUs at the maximum level of performance. Certain outstanding awards have been transferred other than for value by the NEO to trusts or other entities. The awards are subject to accelerated vesting in connection with certain qualifying terminations of employment or a change in control. See the section entitled “Potential Payments upon Termination or Change in Control” below for additional information. | | (2) Amount shown is based on a price per share of $20.35, which was the closing price of our Class A Stock on the last trading day of fiscal 2025. |

  30. Outstanding Equity Awards at Fiscal Year-End Table

    | (3) The PSUs granted on April 3, 2024 (the “2024 PSUs”) are earned between 0% and 200% of target based upon the volume-weighted average closing price per share of our Class A Stock during the final 20 consecutive trading days of each fiscal quarter beginning with the fourth fiscal quarter of 2024 and ending with, and including, the fourth fiscal quarter of 2028. Unvested earned 2024 PSUs are shown in the “Number of Shares or Units of Stock That Have Not Vested” column and vest in equal quarterly installments until May 12, 2027. The unearned portion of the 2024 PSUs are expected to expire on January 1, 2029. | | (4) The PSUs granted on April 21, 2023 (the “2023 PSUs”) are earned between 0% and 300% of target based upon the volume-weighted average closing price per share of our Class A Stock during the final 20 consecutive trading days of each fiscal quarter beginning with the fourth fiscal quarter of 2023 and ending with, and including, the fourth fiscal quarter of 2027. Unvested earned 2023 PSUs are shown in the “Number of Shares or Units of Stock That Have Not Vested” column and vest in four installments based on two determination dates: July 3, 2024 (the “2023 PSUs first determination date”) and October 9, 2024 (the “2023 PSUs second determination date”). For Mr. Steinberg, the 2023 PSUs earned on the 2023 PSUs first determination date vest as to 47,153 shares on June 9, 2026. For Mr. Greiner and Mr. Gerber, the 2023 PSUs earned on the 2023 PSUs first determination date vest as to 26,257 shares and 31,508 shares, respectively, on July 3, 2026. For Mr. Steinberg, Mr. Greiner and Mr. Gerber, the 2023 PSUs earned on the 2023 PSUs second determination date vest as to 134,462 shares, 74,875 shares and 89,850 shares, respectively, on October 9, 2026. The unearned portion of the 2023 PSUs are expected to expire on January 1, 2028. | | (5) Vests in quarterly installments on the 14th day of the last month of each calendar quarter. | | (6) The PSUs granted on February 23, 2022 (the “2022 PSUs”) are 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 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. Unvested earned 2022 PSUs are shown in the “Number of Shares or Units of Stock That Have Not Vested” column and vest in four installments based on two determination dates: July 3, 2024 (the “2022 PSUs first determination date”) and October 9, 2024 (the “2022 PSUs second determination date”). For Mr. Steinberg, Mr. Greiner and Mr. Gerber, the 2022 PSUs earned on the 2022 PSUs first determination date vest as to 79,500 shares, 48,583 shares and 58,300 shares, respectively, on July 3, 2026. For Mr. Steinberg, Mr. Greiner and Mr. Gerber, the 2022 PSUs earned on the 2022 PSUs second determination date vest as to 270,944 shares, 162,940 shares and 193,154 shares, respectively, on October 9, 2026. The unearned portion of the 2022 PSUs are expected to expire on January 1, 2027. | | (7) Unvested earned PSUs granted on August 18, 2021 (the “2021 PSUs”) are shown in the “Number of Shares or Units of Stock That Have Not Vested” column and vest in seven installments based on four determination dates: April 21, 2023, April 5, 2024 (the “2021 PSUs second determination date”), July 3, 2024 (the “2021 PSUs third determination date”) and October 9, 2024 (the “2021 PSUs fourth determination date”). For Mr. Steinberg, Mr. Greiner and Mr. Gerber, respectively, the 2021 PSUs earned on the 2021 PSUs second determination date vested as to 3,467 shares, 1,733 shares and 1,733 shares on April 5, 2026. For Mr. Steinberg, Mr. Greiner and Mr. Gerber, the 2021 PSUs earned on the 2021 PSUs third determination date vest as to 120,248 shares, 60,124 shares and 60,124 shares, respectively, on July 3, 2026. For Mr. Steinberg, Mr. Greiner and Mr. Gerber, the 2021 PSUs earned on the 2021 PSUs fourth determination date vest as to 104,952 shares, 52,476 shares and 52,476 shares, respectively, on October 9, 2026. The 2021 PSUs have been earned to the maximum number of shares. |

  31. Option Exercises and Stock Vested in Fiscal 2025

    Option Exercises and Stock Vested in Fiscal 2025

  32. Option Exercises and Stock Vested in Fiscal 2025

    | Name | Stock Awards (1) | | | | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting (2)($) | | David Steinberg……………. | 7,932,050 | 128,534,807 | | Christopher Greiner……………. | 1,770,620 | 28,597,642 | | Steven Gerber……………. | 2,211,229 | 35,552,171 |

  33. Option Exercises and Stock Vested in Fiscal 2025

    (1) Amounts shown represent restricted stock awards and PSUs granted to the NEO that vested in fiscal 2025. Certain awards were transferred other than for value by the NEO to trusts or other entities prior to vesting. (2) Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date. None of our NEOs exercised any stock options during 2025.

  34. Potential Payments Upon Termination or Change in Control

    Potential Payments Upon Termination or Change in Control

  35. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of employment or a change in control, in any case, occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination or (ii) other benefits earned or accrued by the NEO during his employment that are available to all salaried employees, such as accrued vacation.

  36. Estimated Potential Payments

    | Name | Benefit | Termination Without Cause or Resignation for Good Reason (no Change in Control) ($) (1) | Termination due to Disability ($) | Death ($) | Change in Control (no Termination) ($) | Termination Without Cause or Resignation for Good Reason in Connection with a Change in Control ($) | | David Steinberg (2) | Cash | $2,250,000 | $0 | $0 | $0 | $3,750,000 | | | Equity Acceleration (3) | $97,250,350 | $97,250,350 | $97,250,350 | $97,250,350 | $97,250,350 | | | Continued Healthcare | $38,405 | $38,405 | $0 | $0 | $57,607 | | | Total | $99,538,755 | $97,288,755 | $97,250,350 | $97,250,350 | $101,057,957 | | Christopher Greiner | Cash | $1,500,000 | $0 | $0 | $0 | $2,500,000 | | | Equity Acceleration (3) | $25,871,769 | $25,871,769 | $25,871,769 | $25,871,769 | $25,871,769 | | | Continued Healthcare | $38,405 | $38,405 | $0 | $0 | $57,607 | | | Total | $27,410,174 | $25,910,174 | $25,871,769 | $25,871,769 | $28,429,376 | | Steven Gerber | Cash | $1,750,000 | $0 | $0 | $0 | $2,900,000 | | | Equity Acceleration (3) | $31,542,581 | $31,542,581 | $31,542,581 | $31,542,581 | $31,542,581 | | | Continued Healthcare | $38,405 | $38,405 | $0 | $0 | $57,607 | | | Total | $33,330,986 | $31,580,986 | $31,542,581 | $31,542,581 | $34,500,188 |

  37. Estimated Potential Payments

    ____________________ (1) Includes pro-rated bonus amounts for fiscal 2025 based on full target bonus amounts. (2) In the event Mr. Steinberg is terminated for cause and agrees to extend his non-solicitation agreement until the fifth anniversary of the date of our IPO, the equity awards granted to him prior to our IPO will continue to vest during such extended non-solicitation period. (3) With respect to restricted shares and earned but unvested PSUs, the value of equity acceleration was calculated by multiplying the number of accelerated shares by $20.35, the closing price of our Class A Stock on the last trading day of fiscal 2025.

  38. 2025 Director Compensation

    2025 Director Compensation The following table sets forth the compensation earned by our non-employee directors for their service on our Board during 2025.

  39. 2025 Director Compensation

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2) | All Other Compensation ($) | Total ($) | | Jené Elzie | 100,000 | 150,000 | — | 250,000 | | Imran Khan (3) | 75,000 | 150,000 | — | 225,000 | | 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 | 50,000 | — | — | 50,000 | | Jeanine Silberblatt | 100,000 | 150,000 | — | 250,000 |

  40. 2025 Director Compensation

    ____________________ (1) Amounts reflect the annual cash retainer earned under our director compensation program for service on our Board during 2025. For Mr. Landman and 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 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, these directors were each granted the following restricted shares of our Class A Stock in lieu of $25,000 of cash fees for service during the applicable quarter of 2025: (i) for both Mr. Landman and Mr. Sculley, 1,843 restricted shares on April 1, 2025 for service during the first quarter of 2025; and (ii) for Mr. Landman, 1,614 restricted shares on July 1, 2025 for service during the second quarter of 2025; 1,258 restricted shares on October 1, 2025 for service during the third quarter of 2025; and 1,228 restricted shares on January 1, 2026 for service during the fourth quarter of 2025. (2) Amounts reflect the full grant-date fair value of restricted stock awards granted during 2025 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 2025 Annual Report on Form 10-K. (3) In December 2025, Mr. Khan elected to forfeit his outstanding unvested restricted stock awards and no longer participate in the Company’s non-employee director compensation program beginning in the fourth quarter of 2025, pursuant to guidelines adopted by Proem Advisors LLC, the entity for which Mr. Khan serves as Chief Investment Officer. In connection with this election, Mr. Khan disposed of 14,028 restricted shares of Class A Stock to the Company for no value on December 17, 2025. The table below shows the aggregate number of unvested stock awards held as of December 31, 2025 by each non-employee director. Certain outstanding awards have been transferred by the director to trusts or other entities. None of our non-employee directors hold any option awards.

  41. 2025 Director Compensation

    | Name | Unvested Restricted Shares Outstanding at 2025 Fiscal Year End | | Jené Elzie | 14,028 | | Imran Khan | 0 | | Robert Niehaus | 14,028 | | William Royan | 14,028 | | William A. Landman | 22,869 | | John Sculley | 10,090 | | Jeanine Silberblatt | 14,028 |

  42. 2025 Director Compensation

    Director Compensation Program We maintain a compensation program for our non-employee directors under which each non-employee director is eligible for (i) an annual equity award of $150,000 in shares of restricted stock on July 1 of each year, subject to the director’s continued service as a director through such date; and (ii) an annual cash retainer of $100,000, payable in arrears in four equal quarterly installments, prorated for the portion of each calendar quarter actually served as a non-employee director. The restricted shares granted under the director compensation program vest as to 25% of the shares on the date of grant and as to 25% of the shares on each October 1, January 1 and April 1 thereafter, subject to continued service as a non-employee director through each such vesting date and accelerated vesting upon a change in control. Under our director compensation program, each non-employee director may elect to receive restricted shares of our Class A Stock in lieu of the director’s quarterly cash retainer for Board service. The restricted shares granted in lieu of the cash retainer vest 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. The number of shares payable at the end of each quarter is determined by dividing the cash amount of the retainer by the closing price of our Class A Stock on the final trading day of such quarter. Cash is paid in lieu of any fractional shares. * * * * *

  43. CEO Pay Ratio

    CEO Pay Ratio As required by Section 953(b) of the Dodd-Frank Act and Item 402(u) of Regulation S-K, we are required to disclose the ratio of our Chief Executive Officer’s annual total compensation to the annual total compensation of our other employees. The annual total compensation for 2025 for our Chief Executive Officer was $6,083,236, as reported in the Summary Compensation Table. The annual total compensation for 2025 for our median employee, identified as discussed below, was $102,694, calculated in accordance with the rules applicable to the Summary Compensation Table. Based on this information, for 2025, the ratio of the annual total compensation of our Chief Executive Officer to the median of the annual total compensation of our other employees was approximately 59 to 1.

  44. Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure

    Methodology, Assumptions and Estimates Used in Determining our Pay Ratio Disclosure As permitted under SEC rules, we are using the same median employee for our 2025 pay ratio calculation as we used for our 2024 pay ratio calculation because we did not experience any meaningful changes in our employee population or employee compensation arrangements during 2025 that we reasonably believe would significantly impact our pay ratio disclosure. The annual total compensation of the median employee and the annual total compensation of the CEO were calculated in accordance with the requirements of Item 402(c)(2)(x) of Regulation S-K. The pay ratio reported above is a reasonable estimate calculated in a manner consistent with SEC rules based on our internal records and the methodology described above. Because the SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions, and to make reasonable estimates and assumptions that reflect their employee populations and compensation practices, the pay ratio reported above should not be used as a basis for comparison between companies by other companies. In addition, we expect the Company’s annually reported pay ratio may vary significantly year over year, given the size of the Company and the potential variability in Company employee compensation. * * * * *

  45. Pay Versus Performance

    Pay Versus Performance The following table shows the total compensation for our NEOs as set forth in the Summary Compensation Table for the applicable year, the “compensation actually paid” to our CEO, and on an average basis, our other NEOs (in each case, as determined under SEC rules), our TSR, our peer group TSR consisting of the Nasdaq Computer Index, our net income / (loss), and our Company-Selected Measure, Adjusted EBITDA.

  46. Pay Versus Performance

    | | | | | | Value of Initial Fixed $100 | | | | | | | | | | Investment Based On: | | | | | | | | Average | Average | | Peer | Net | Adjusted | | Fiscal | SCT | CAP | SCT | CAP | | Group | Income / (Loss) | EBITDA5 | | Year | for CEO | to CEO | for Other NEOs | to Other NEOs | TSR | TSR | ($ in 000s) | ($ in 000s) | | (a) | (b)1 | (c)2 | (d)3 | (e)2 | (f)4 | (g)4 | (h) | (i)6 | | 2025 | $6,083,236 | $7,795,133 | $2,785,250 | $5,576,205 | $228.91 | $230.83 | ($31,509) | $278,665 | | 2024 | $26,156,274 | $227,215,248 | $11,697,213 | $68,187,154 | $202.36 | $179.51 | ($69,771) | $193,022 | | 2023 | $18,868,639 | $32,576,149 | $8,019,657 | $11,369,482 | $99.21 | $131.64 | ($187,481) | $129,393 | | 2022 | $20,727,503 | $7,337,947 | $9,317,813 | $5,706,542 | $91.90 | $79.08 | ($279,239) | $92,180 | | 2021 | $216,454,457 | $191,673,896 | $30,229,669 | $32,002,898 | $94.71 | $123.13 | ($249,563) | $63,255 |

  47. Pay Versus Performance

    ____________________ 1 The dollar amounts reported in column (b) are the amounts of total compensation reported for our CEO, Mr. Steinberg, for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the fiscal year 2025 Summary Compensation Table in this proxy statement and the Summary Compensation Tables in our fiscal year 2021, 2022, 2023, and 2024 proxy statements. 2 The dollar amounts reported in columns (c) and (e) represent the amount of “compensation actually paid” (otherwise known as CAP), reconciled in the table below, as determined in accordance with SEC rules. “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. We do not have a defined benefit plan, so no adjustment for pension benefits is included. Fair values set forth in the table are computed in accordance with ASC Topic 718 as of the end of the respective fiscal year, other than fair values of the awards that vest in the covered year, which are valued as of the applicable vesting date. No adjustment is made for dividends because the amount associated with such dividends, if any were paid, are reflected in the fair value of the award for the covered fiscal year. The reconciliation from the Summary Compensation Table to CAP is summarized in the table below.

  48. Pay Versus Performance

    | Fiscal Year | Executives (CEO & NEO Average) | SCT | Grant Date Value of New Awards | Year End Value of New Awards | Change in Value of Prior Awards | Change in Value of Vested Awards Granted in Prior Fiscal Years | Fair Value of Vested Awards Granted and Vested in Current Fiscal Year | Fair Value at Start of Fiscal Year of Awards That Failed to Meet Vesting Conditions | Value of Dividends Paid on Equity Awards not reflected in Fair Value | Total Equity CAP | CAP | | | | (a) | (b) | (i) | (ii) | (iii) | (iv) | (v) | (vi) | (c)=(i)+(ii)+(iii)+(iv)+(v)+(vi) | (d) =(a)-(b)+(c) | | 2025 | CEO | $6,083,236 | ($1,869,577) | $0 | $10,690,089 | ($7,108,615) | $0 | $0 | $0 | $3,581,474 | $7,795,133 | | | Other NEOs | $2,785,250 | $0 | $0 | $2,960,193 | ($169,237) | $0 | $0 | $0 | $2,790,955 | $5,576,205 |

  49. Pay Versus Performance

    ____________________ (a) The dollar amounts reported in the Summary Compensation Table for 2025. (b) The grant date fair value of equity awards represents the total of the amounts reported in the “Stock Awards” column in the Summary Compensation Table for 2025. (c) The recalculated value of equity awards for 2025. (d) “Compensation actually paid” does not necessarily represent cash and/or equity value transferred to the applicable NEO without restriction, but rather is a value calculated under applicable SEC rules. 3 The dollar amounts reported in column (d) are the average amounts of total compensation reported for the other Named Executive Officers for each corresponding year in the “Total” column of the Summary Compensation Table. Refer to the Summary Compensation Table in this proxy statement. For each of 2021, 2022, 2023, 2024, and 2025, the other NEOs were: Christopher Greiner and Steven Gerber. 4 TSR is determined based on the value of an initial fixed investment of $100. Per SEC rules, 2021 TSR was calculated using $8.89, the closing price of our stock on the date of our initial public offering, June 10, 2021. The TSR peer group consists of the Nasdaq Computer Index, which is used for our Stock Performance presentation set forth in the Company’s Annual Report on Form 10-K for the year ended December 31, 2025. 5 Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Loss and for a discussion of management’s use of non-GAAP measures. 6 We determined Adjusted EBITDA to be the most important financial performance measure used to link Company performance to the CAP to our CEO and Other NEOs in 2025, consistent with the targets used for our incentive programs. See “Compensation Discussion and Analysis” for additional information.

  50. Relationship Between “Compensation Actually Paid” and Performance Measures

    Relationship Between “Compensation Actually Paid” and Performance Measures The charts below show, for the past five years, the relationship of the Company’s TSR relative to the Company’s TSR peer group as well as the relationship between the CEO and Other NEOs’ “compensation actually paid” and (i) the Company’s TSR; (ii) the Company’s net income / (loss); and (iii) the Company-Selected Measure, Adjusted EBITDA.

  51. Relationship Between “Compensation Actually Paid” and Performance Measures

    | 2025 Performance Measures The Compensation Committee uses a mix of performance measures to align executive pay with Company performance. As required by SEC rules, the performance measures identified as the most important for NEOs’ 2025 compensation decisions are listed in the table to the right, each of which is described in more detail in the CD&A. | | | | Most Important Performance Measures | | | Adjusted EBITDA1 | | | Revenue | | | Stock Price |

  52. Relationship Between “Compensation Actually Paid” and Performance Measures

    1 Adjusted EBITDA is a non-GAAP financial measure. See Appendix A for a reconciliation of Adjusted EBITDA to Net Loss and for a discussion of management’s use of non-GAAP measures.

  53. Executive Officer and Director Compensation

    Executive Officer and Director Compensation Please see “Compensation Discussion and Analysis” for information regarding the compensation of our directors and executive officers.