Stock-Based Compensation | 9. Stock-Based Compensation Stock-based compensation plan In 2008, the Company adopted its 2008 Stock Option/Stock Issuance Plan and, in 2017, the Company adopted the Zeta Global Holdings Corp. 2017 Incentive Plan (collectively, the “Plans”). The Plans permitted the issuance of stock options, restricted stock and restricted stock units to employees, directors and officers, consultants or advisors and non-employee directors of the Company. Options granted under the Plans expire no later than ten years from the grant date. Prior to the IPO, the restricted stock and restricted stock units granted under the Plans generally did not vest until a change in control. Upon a change in control, restricted stock and restricted stock units vest as to 25 % of the shares with the balance of the shares vesting in equal quarterly installments following the change in control over the remainder of a five-year term from the original date of grant. The restricted stock and restricted stock units fully vest upon a change in control to the extent five years has passed from the original date of grant of the restricted stock or restricted stock units. Since the vesting of these awards was contingent upon the change of control event, which was not considered probable until it occurred, the Company did not record any stock-based compensation for such awards prior to the IPO, a change in control event. The stock-based compensation has been recognized following the vesting of restricted stock, restricted stock units and options as described below. In connection with the IPO, the Company adopted the Zeta Global Holdings Corp. 2021 Incentive Award Plan (the “2021 Plan”), which was effective as of the day prior to the first public trading date of our Class A common stock, and under which restricted stock, restricted stock units and options have been granted to service providers. With certain exceptions, the equity awards granted under the 2021 Plan generally vest over four years , with 25 % of the shares vesting upon the first anniversary of the grant date and the remainder of the shares vesting in equal quarterly installments thereafter. During the three months ended September 30, 2023 and 2022, the Company recognized stock-based compensation expense of $ 57,672 and $ 75,218 , respectively. During the nine months ended September 30, 2023 and 2022, the Company recognized stock-based compensation expense of $ 179,746 and $ 231,289 , respectively. Restricted Stock and Restricted Stock Units As noted above, the Company’s restricted stock and restricted stock units granted prior to the IPO did not vest until a change of control. On March 24, 2021, the Company’s board of directors approved a modification in the vesting terms of its restricted stock and restricted stock unit awards. This modification was accounted for under the guidance in ASC 718-20-35-3. Given the vesting of the modified awards contained a performance condition associated with the IPO, the Company had determined that the modification was considered improbable-to-improbable under ASC 718-20-55-118 through 119. The Company recognized compensation expense over the modified vesting terms, based on the fair value as of the date of modification. During the nine months ended September 30, 2023, the Company's board of directors approved the modification of the vesting schedule of certain awards, such that the modification accelerated the vesting of those grants. These modifications were accounted for in accordance with ASC 718-20-35-3 and did not have any material impact on the stock-based compensation during the nine months ended September 30, 2023. Following is the activity of restricted stock and restricted stock units granted by the Company: Shares Weighted Average Non-vested as of January 1, 2023 60,107,275 $ 10.72 Granted (1) 8,310,561 9.63 Vested ( 12,115,212 ) 10.12 Forfeited (2) ( 1,151,286 ) 9.01 Non-vested as of September 30, 2023 (3) 55,151,338 $ 10.72 (1) During the nine months ended September 30, 2023, the Company granted 8,104,386 restricted stock and 206,175 restricted stock units to its employees, advisors and non-employee directors. (2) During the nine months ended September 30, 2023, 1,126,475 restricted stock and 24,811 restricted stock units were forfeited. (3) Includes 40,284,059 unvested Class A restricted stock, 13,900,874 unvested Class B restricted stock and 966,405 unvested restricted stock units as of September 30, 2023 . Stock options Following is the summary of transactions under the Company’s stock option plan: Number of Weighted Weighted Aggregate Outstanding options as of January 1, 2022 887,662 $ 3.53 4.19 $ 5.28 Granted 575,250 10.82 — — Exercised ( 315,430 ) 0.63 — — Forfeited ( 30,990 ) 10.83 — — Outstanding options as of December 31, 2022 1,116,492 $ 7.90 6.67 $ 0.59 Granted 1,714,555 8.63 — — Exercised ( 57,000 ) 3.92 — — Forfeited ( 90,562 ) 7.08 — — Outstanding options as of September 30, 2023 2,683,485 $ 8.48 5.06 $ 0.10 As of September 30, 2023, the Company had 669,211 outstanding exercisable options with a weighted-average exercise price of $ 2.30 . Options granted by the Company expire no later than ten years from the grant date. The company granted 1,714,555 options during the nine months ended September 30, 2023. The Company engaged a third-party valuation firm to determine the estimated fair value of the options using the Black-Scholes-Merton method, which was determined as $ 4.57 for the options issued during the nine months ended September 30, 2023 using the following assumptions: As of September 30, 2023 Dividend yield 0.0 % Volatility 51.0 % Risk-free rate of interest 3.6 % Performance Stock Unit (“PSU”) Award On April 19, 2023, the Compensation Committee of the Board of Directors approved the grant of 1,538,925 PSUs under the Company’s 2021 Plan. Upon achievement of the conditions described below, the PSUs could result in the issuance of up to 4,616,775 shares of Class A common stock. Each PSU represents the right to receive shares of Class A common stock as set forth in the PSU grant agreement or, at the option of the Company, an equivalent amount of cash. Participants have no right to the distribution of any shares or payment of any cash until the time (if ever) the PSUs are earned and have vested. Each PSU provides for the right to receive a dividend equivalent to the value of any ordinary cash dividends paid on substantially all the outstanding shares of Class A common stock if the PSUs are earned and vested. The PSUs may be earned at the end of each fiscal quarter beginning with the three-month period ending on December 31, 2023 and ending with, and including, the three month period ending on December 31, 2027. The PSUs shall be earned as a percentage of the PSUs granted, as set forth in the table below, based on the 20-day volume-weighted average closing price per share (“VWAP”) for such quarter. The number of PSUs earned for such quarter shall be reduced by the number of PSUs, if any, earned in any prior quarter. 20 Day VWAP of Class A common Below $ 13.66 $ 13.66 $ 16.13 $ 18.60 $ 22.05 $ 25.01 $ 37.60 Percentage of target PSUs 0 % 25 % 50 % 100 % 150 % 200 % 300 % Earned 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, subject to accelerated vesting in connection with certain qualifying terminations of employment or a change in control. Following is the summary of PSUs under the Company’s 2021 Plan: Number of Weighted Average Outstanding as of January 1, 2023 3,479,500 $ 12.38 Granted 1,538,925 21.04 Vested ( 142,500 ) 5.17 Forfeited ( 120,250 ) 14.76 Outstanding as of September 30, 2023 4,755,675 $ 15.34 As of September 30, 2023, the Company had 275,500 performance stock units with a fair value of $ 5.17 , that are expected to vest over term. The Company engaged a third-party valuation firm to determine the estimated fair value of the PSUs using the Monte Carlo simulation method, which was determined as $ 21.04 per PSU issued during the nine months ended September 30, 2023 using the following assumptions: As of September 30, 2023 Dividend yield 0.0 % Volatility 55.0 % Risk-free rate of interest 3.6 % 2021 Employee Stock Purchase Plan (“ESPP”) On July 28, 2021, the Compensation Committee of the Board of Directors approved the Company’s first offering period under the ESPP, which commenced on August 1, 2021 and ended November 30, 2021. Following the end of the first offering period, the ESPP shall have consecutive offering periods of approximately six months in length commencing each year on December 1 and June 1 and ending on each May 31 and November 30, as applicable. During the nine months ended September 30, 2023, the Company issued 210,096 shares of Class A common stock related to the ESPP offering that ended on May 31, 2023. The fair value of the offering that commenced on June 1, 2023 was estimated at $ 2.54 per share, and expected to result in an issuance of approximately 216,847 shares of Class A common stock under this offering that will end on November 30, 2023. Unrecognized compensation expense The Company has $ 288,196 of unrecognized compensation expense related to its 55,151,338 unvested restricted stock and restricted stock units, 4,898,175 performance stock units, 2,014,274 unvested options and approximately 216,847 shares of Class A common stock to be issued under the ESPP. This unrecognized stock-based compensation will be recognized over a weighted average period of 1.12 years. |