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PROPOSAL NO. 1—ELECTION OF DIRECTORS
Our Second Amended and Restated Certificate of Incorporation provides for a classified Board of Directors divided into three classes. Mitesh Dhruv, Keith Enright, and Henry Schuck constitute a class with a term that expires at the Annual Meeting of Stockholders in 2024 (the “Class I Directors”); Ashley Evans, Alison Gleeson, and Mark Mader constitute a class with a term that expires at the Annual Meeting of Stockholders in 2025 (the “Class II Directors”); and Todd Crockett, Patrick McCarter, and D. Randall Winn constitute a class with a term that expires at the Annual Meeting of Stockholders in 2023 (the “Class III Directors”).
Mr. McCarter was designated for election to the Board of Directors by investment funds associated with The Carlyle Group (“Carlyle”) and Mr. Crockett was designated for election to the Board of Directors by investment funds associated with TA Associates (“TA Associates”), in each case, pursuant to the terms of the stockholders agreement (as defined herein) and as set forth in “—The Board of Directors and Certain Governance Matters” below.
Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board of Directors has considered and nominated each of Todd Crockett, Patrick McCarter, and D. Randall Winn to serve as a Class III Director for a three-year term expiring in 2026. Action will be taken at the Annual Meeting for the election of these Class III Director nominees.
Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of the director nominees. Each nominee has indicated that he will be willing and able to serve as a director. If the nominee ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.
Nominees for Election to the Board of Directors in 2023
The following information describes the offices held, other business directorships and the term of service of the director nominees, as well as the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that each director nominee should serve as a director. Beneficial ownership of equity securities of each director nominee is shown under “Ownership of Securities” below.
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| Class III – Nominees for terms expiring in 2026 |
| Name | Age | Principal occupation and other information |
| Todd Crockett | 53 | Mr. Crockett has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from 2014 to June 2020. Mr. Crockett currently serves as a Managing Director of TA Associates, a private equity firm and an affiliate of the Company, which he joined in 1994, and is a member of TA Associates’ Management Committee and Core Investment Committee. Mr. Crockett also currently serves on the boards of several private companies, including MAO Corporation, Orion Adviser Solutions, Procare Software, LLC, Russell Investments, and Wealth Enhancement Group and Green Street. Mr. Crockett holds a B.A. from Princeton University and an MBA from Harvard Business School.
Nomination considerations: Mr. Crockett’s extensive core business and leadership skills, including financial and strategic planning, and his significant management experience, including his involvement with TA Associates.
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| Patrick McCarter | 47 | Mr. McCarter is a Managing Director and Head of Global Technology. Mr. McCarter founded Carlyle’s Menlo Park, CA office in 2016 and is currently based there. Since joining Carlyle in 2001, Mr. McCarter has led or been a key contributor to several Carlyle investments, including Hexaware, Abrigo, NEOGOV, Jagex, Tribute Technology, Unison, HireVue, ZoomInfo, Ampere Computing, Veritas, CommScope, Open Link Financial, Open Solutions, Freescale Semiconductor, Jazz Semiconductor, Sippican, and CPU Technology. Prior to joining Carlyle, Mr. McCarter held positions at Morgan Stanley with a focus on financial institutions in New York. Mr. McCarter serves as a director on the boards of publicly traded ZoomInfo and CommScope as well as the privately held HireVue, Veritas, Ampere Computing and Saama Technologies. He is also a member of Northwestern’s McCormick School of Engineering Advisory Council. Mr. McCarter received his M.B.A. from Harvard Business School and a B.S. with a double major in industrial engineering and economics from Northwestern University.
Nomination considerations: Mr. McCarter’s extensive core business skills, including financial and strategic planning, and many years of management experience at portfolio companies through his involvement with Carlyle.
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| D. Randall Winn | 53 | Mr. Winn has served as a member of the board of directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from 2014 to June 2020. Mr. Winn currently serves as a Managing Member of 22C Capital, a principal investment firm, which he founded in 2017 and also serves as Managing Member of FiveW Capital. Mr. Winn is currently a director of the following private companies: LMI, Aurora Energy Research and Canoe Intelligence. Mr. Winn previously was the nonexecutive chairman of Dealogic, served on the board of Definitive Healthcare (NASDAQ:DH) and served on the boards of private companies such as Viteos Fund Services, Merit Software, and eMarketer. Prior to founding 22C Capital, Mr. Winn was a co founder of, and Co-Managing Partner and ultimately Executive Managing Director/CEO of Capital IQ from 1999 to 2011. Mr. Winn holds an A.B. from the Woodrow Wilson School of Public and International Affairs at Princeton University.
Nomination considerations: Mr. Winn’s deep knowledge of our industry, extensive financial and business skills, including strategic planning, and his significant management and leadership experience, including with CapitalIQ. |
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF
THE DIRECTOR NOMINEES NAMED ABOVE.
Continuing Members of the Board of Directors
The following information describes the offices held, other business directorships, the class and term of each director whose term continues beyond the Annual Meeting and who is not subject to election this year, as well as the experiences, qualifications, attributes or skills that caused the Board to determine that the director should serve as a director. Beneficial ownership of equity securities for these directors is also shown under “Ownership of Securities” below.
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| Class I – Directors whose terms expire in 2024 |
| Name | Age | Principal occupation and other information |
| Mitesh Dhruv | 45 | Mr. Dhruv has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from February 2020 to June 2020. Mr. Dhruv most recently served as Chief Financial Officer of RingCentral, Inc., a cloud-based communications and collaboration solutions provider. Prior to joining RingCentral, Inc. in 2012, Mr. Dhruv worked at Bank of America Merrill Lynch as an equity research analyst and at PricewaterhouseCoopers. Mr. Dhruv is a CPA, Chartered Accountant, and CFA® charterholder, and holds an undergraduate degree in accounting from the University of Mumbai, India.
Nomination considerations: Mr. Dhruv’s extensive financial and accounting experience, including as the Chief Financial Officer of RingCentral and his accounting and financial certifications, his knowledge and experience in our industry and with SaaS companies, and his experience in management of a public company.
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| Keith Enright | 48 | Mr. Enright has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since March 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from March 2020 to June 2020. Mr. Enright currently serves as the Chief Privacy Officer of Google LLC, a multinational technology company that specializes in Internet-related services and products, which include online advertising technologies, a search engine, cloud computing, software, and hardware. Prior to joining Google in 2011, Mr. Enright was the Chief Privacy Officer and Vice President, Privacy of Macy’s Inc. Mr. Enright holds a Bachelor of Arts Degree from the University of Massachusetts at Amherst and a Juris Doctor degree from The George Washington University Law School.
Nomination considerations: Mr. Enright’s extensive experience with data privacy, including as Chief Privacy Officer for Google LLC, and his significant core business skills. |
| Henry Schuck | 39 | Mr. Schuck has served as Chief Executive Officer, Chairman of the Board and a director of ZoomInfo Technologies Inc. since its formation in November 2019 and served as Chief Executive Officer and a director of ZoomInfo Holdings LLC (formerly known as DiscoverOrg Holdings, LLC) since founding it in 2007. Prior to founding ZoomInfo Holdings LLC, Mr. Schuck was VP of Research & Marketing at iProfile, a sales intelligence firm focused on the IT market. Mr. Schuck serves on the Board of Directors of Tegus. Mr. Schuck is a cum laude graduate of the University of Nevada, Las Vegas with a B.S. in Business Administration and a B.S. in Hospitality Management and holds a J.D., cum laude, from The Ohio State University Moritz College of Law.
Nomination considerations: Mr. Schuck’s perspective and the experience he brings as our co-founder and CEO. |
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| Class II – Directors whose terms expire in 2025 |
| Name | Age | Principal occupation and other information |
| Ashley Evans | 43 | Ms. Evans has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from 2018 to June 2020. Ms. Evans is a Partner at Francisco Partners, a leading global investment firm that partners with technology businesses. Previously she was a Partner at The Carlyle Group. She invests in enterprise software businesses and currently serves on the board of PayScale, SourceScrub, and Litmos and has previously served on the boards of HireVue, Jagex, NEOGOV, Saama, TriNetX and Veritas. She is a founder of SynGAP Research Fund, a public charity focused on improving the lives of SynGAP patients through the research and development of precision treatments. Ms. Evans holds an A.B. summa cum laude from Harvard College, where she was elected to Phi Beta Kappa, an M.Phil from the University of Cambridge, where she was a Knox Scholar, and a M.B.A from Stanford University’s Graduate School of Business, where she was a Siebel Scholar and an Arjay Miller Scholar.
Nomination considerations: Ms. Evans’ significant core business skills, including financial and strategic planning, and her extensive management experience, including her involvement with Francisco Partners and Carlyle. |
| Alison Gleeson | 57 | Ms. Gleeson has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since July 2022. She currently also serves on the boards of directors of publicly traded SaaS companies Elasic N.V, since January 2020, and 8x8, Inc., since August 2021, as a Special Advisor and Portfolio Committee Member at Brighton Park Capital, an investment firm, since October 2019, and on The Eli Broad College of Business Advisory Board of Directors for her alma mater, Michigan State University, since June 2017. From January 1996 to October 2018, Ms. Gleeson was with Cisco, where she served in various roles, most recently as Senior Vice President, Americas from July 2014 to October 2018. In that role she was responsible for Cisco's largest geographic region, with $25B+ in annual sales, and led 9,000 employees across 35 countries. Ms. Gleeson is also a highly-regarded international speaker on the drivers for digital disruption across industries, the role of technology in enabling business transformation, and empowering women in technology. Ms. Gleeson holds a B.S. in Finance and Marketing from Michigan State University.
Nomination considerations: Ms. Gleeson’s extensive enterprise sales and marketing experience, including her leadership roles and go-to-market experience at a large public company. |
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| Mark Mader | 52 | Mr. Mader has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from February 2020 to June 2020. Mr. Mader currently serves as President, Chief Executive Officer and director of Smartsheet Inc., a SaaS collaboration and work management provider. Prior to joining Smartsheet Inc. in 2006, Mr. Mader served in various leadership positions from 1995 to 2005 at Onyx Software Corporation, a customer relationship management software company acquired by M2M Holdings, including as Senior Vice President of Global Services. From 1993 to 1995, Mr. Mader was a senior associate at Greenwich Associates, a financial consulting firm. Mr. Mader holds a B.A. in Geography from Dartmouth College.
Nomination considerations: Mr. Mader’s extensive knowledge and experience in our industry and with SaaS companies, and his experience leading a public company as President, Chief Executive Officer and director of Smartsheet. |
THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS
Our Board of Directors manages or directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and four standing committees: the Audit Committee; the Compensation Committee; the Nominating and Corporate Governance Committee; and the Privacy, Security, and Technology Committee.
Our Board evaluates the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the best corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders. Our Board and management value the perspective of our stockholders and encourage stockholders to communicate with the Board as described under “―Communications with the Board” below.
The stockholders agreement described under “Transactions with Related Persons—Stockholders Agreement” (the “stockholders agreement”) provides that certain affiliates of investment funds associated with TA Associates, investment funds associated with Carlyle, and Henry Schuck, our Chief Executive Officer, and Kirk Brown (our “Founders”) have the right to designate nominees to our Board of Directors subject to the maintenance of certain ownership requirements in us. Mr. McCarter is the director nominee of Carlyle, Mr. Crockett is the director nominee of TA Associates, and Mr. Schuck is the director nominee of the Founders, in each case pursuant to the stockholders agreement entered into among us and certain affiliates of TA Associates, Carlyle, and our Founders in connection with our initial public offering (the “IPO”). The stockholders agreement provides that the authorized number of directors will not increase without the consent of TA Associates or Carlyle so long as TA Associates or Carlyle, as applicable, has the right to designate at least one director pursuant to the stockholders agreement.
Director Independence and Independence Determinations
Under our Corporate Governance Guidelines and Nasdaq rules, a director is not independent unless our Board of Directors affirmatively determines that he or she does not have a have a relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.
Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current Nasdaq corporate governance standards for listed companies. Our Corporate Governance Guidelines require our Board of Directors to review the independence of all directors at least annually.
In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the Nasdaq independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.
Our Board of Directors has affirmatively determined that each of Mses. Evans and Gleeson and Messrs. Crockett, Dhruv, Enright, Mader, McCarter, and Winn is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and under all applicable Nasdaq guidelines, including with respect to committee membership. Our Board also has determined that each of Ms. Evans and Messrs. Dhruv, Enright, and Mader is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that each of Messrs. Crockett, McCarter, and Winn is “independent” for purposes of Section 10C(a)(3) of the Exchange Act. In making its independence determinations, our Board of Directors considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).
Director Nomination Process
The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for director to the Board for election. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, judgment, familiarity with the Company’s business and industry, independence of thought, and ability to work collegially with the other members of the Board. In addition, although the Board considers diversity of viewpoints, background and experiences, the Board does not have a formal diversity policy. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third party recommendations. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company.
The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness. Set forth below is a list of experience, qualifications, attributes or skills that our Nominating and Corporate Governance Committee considers to be among the most important in its director nominating process, along with the number of current directors who possess the relevant experience, qualifications, attributes, and skills.
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| Director Skills, Knowledge and Experience Deemed Most Valuable by Committee | Directors Self-Reporting Qualification (#) |
| Knowledge and Experience in ZoomInfo's Industry | 7 |
| Knowledge and Experience with SaaS Companies in Other Industries | 7 |
| Experience in Management of a Public Company | 8 |
| Other Extensive Management Experience in a Large Organization | 4 |
| Data Privacy Experience | 5 |
| Cyber Security Experience | 3 |
| Core Business and Leadership Skills | 9 |
| Leadership Experience in Sales / Go-to-Market Areas | 3 |
| Finance and Accounting Expertise | 8 |
| Financial and Strategic Planning Expertise | 8 |
| Experience in a Chief Product Officer or Similar Role with Oversight of Product Quality | 2 |
| Current or Past Director of Another Public Company | 4 |
| International Operations Experience | 4 |
| Experience at Growing a Scaled SaaS Business ($2bn+) | 1 |
| Multi-Product/Services or Multi-Segment Company Experience (Managing Multiple Products Across a Platform) | 4 |
In recommending that, or determining whether, members of the Board should stand for re-election, the Nominating and Corporate Governance Committee also may assess the contributions of incumbent directors in the context of the Board evaluation process and other perceived needs of the Board.
In addition to the process described above, the Nominating and Corporate Governance Committee also nominates the individuals designated by TA Associates, Carlyle, and our Founders as required under the provisions of the stockholders agreement described under “Transactions With Related Persons—Stockholders Agreement.” Mr. McCarter is the director nominee of Carlyle, Mr. Crockett is the director nominee of TA Associates, and Mr. Schuck is the director nominee of the Founders pursuant to the stockholders agreement.
When considering whether a nominee has the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in the board member’s biographical information set forth above. This process resulted in the Board’s nomination of the incumbent director named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.
We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.
As discussed above, the Nominating and Corporate Governance Committee and the Board include diversity of “viewpoints, background and experience” as part of several criteria that they consider in connection with selecting candidates for the Board. While neither the Board nor the Nominating and Corporate Governance Committee has a formal diversity policy, one of many factors that the Board and the Nominating and Corporate Governance Committee carefully consider is the importance to the Company of ethnic and gender diversity in board composition. Of the nine current members of our Board, four are diverse, including two who are female and two who are ethnically diverse. Moreover, two ethnically diverse directors hold a Board leadership role.
The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Exchange Act, and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the Company’s proxy statement as a nominee of the stockholder and to serving as a director if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, ZoomInfo Technologies Inc., at 805 Broadway Street, Suite 900, Vancouver, Washington 98660. All recommendations for nomination received by the Secretary that satisfy our Bylaw requirements relating to director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These requirements are also described under “Stockholder Proposals for the 2024 Annual Meeting.” Stockholder Engagement and Governance Practices
Our Board of Directors approaches governance in a strategic and thoughtful manner, taking into consideration multiple perspectives, including those of our Nominating and Corporate Governance Committee, our individual directors, our stockholders, our employees, various experts and other stakeholders. Our governance practices and programs include the following:
•Single Class of Stock: In 2021, our Board of Directors unanimously approved, and the Company completed, a reorganization that eliminated all outstanding super-voting shares. In May 2022, following approval by our stockholders, we amended and restated our Amended and Restated Certification of Incorporation to eliminate the multiple classes of common stock and to rename the Company’s Class A common stock as “Common Stock”. These transactions are discussed in Note 1: “Organization and Background - UP-C Corporate Structure and Multi-Class Voting Structure Elimination” to our Consolidated Financial Statements in Part II, Item 8 of our 2022 Annual Report on Form 10-K. All stockholders have one vote for each share of common stock held by such stockholder.
•Independent Directors: Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”). Under the Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors, and subject to specified limited exceptions, which are no longer applicable to us, all members of its audit, compensation, and nominating and corporate governance committees must be independent. Under those rules, a director is independent only if a company’s board of directors makes an affirmative determination that the director has no material relationship with the company that would impair his or her independence, in addition to satisfying the independence requirements set forth in the Nasdaq rules. Our Board has undertaken a review of the independence of each director and determined that all of our directors other than Mr. Schuck, who does not serve on any of the aforementioned committees, are “independent” as that term is defined under the Nasdaq rules for purposes of serving on our Board and committees of our Board.
•Commitment to Privacy and Data Security: We are committed to data privacy and security. The Privacy, Security and Technology Committee of our Board of Directors meets quarterly and oversees our major risk exposures relating to privacy, cybersecurity, and technology, and the steps the Company takes to detect, monitor, and actively manage such exposures. Our chief compliance officer manages our privacy function and reports directly to our Chief Executive Officer. Our chief compliance officer, chief security officer, chief technology officer, and other members of management provide updates and analysis regarding data privacy and security topics to the Privacy, Security and Technology Committee at each meeting. In addition, our privacy and legal teams are focused on applicable privacy laws and regulations and monitor changes to such laws and regulations with a view to implementing what we believe are best practices in the industry.
•Stockholder Engagement Program: We believe that effective corporate governance includes regular, constructive conversations with our stockholders. We are committed to maintaining an active dialogue to understand the priorities and concerns of our stockholders and believe that ongoing engagement builds mutual trust and understanding with our stockholders. Both active and prospective stockholder engagement and feedback are important components of our corporate governance practices and inform our decisions and programs. Since our IPO, and as part of our ongoing evaluation of best practices, the Board has incorporated enhancements to our corporate structure, such as the elimination of super-voting stock, along with other governance practices. In 2022, our management team held meetings with over 550 current and prospective stockholders. These included meetings with approximately 70%, 84% and 100% of our top 100, 50 and 20 active investors, respectively. We also hosted a virtual analyst and investor conference in June 2022, in which we reviewed our business strategy and long-term strategic and financial objectives. Topics included, but were not limited to, understanding our business model, growth strategy and vision, platform development, addressable markets and positioning, financial framework and performance, company culture, leadership, and other ESG topics. These discussions and the resulting feedback our management team receives help ensure that our Board’s decisions are informed by stockholder objectives.
Commitment to Sustainability
The Audit Committee of our Board of Directors oversees the Company’s ESG related strategy, policies, practices, risk assessment and management, and public disclosures, in accordance with its charter. During 2022, we launched a program to evaluate our ESG practices and conducted a sustainability materiality assessment. In February 2023, we published our second annual sustainability report, which is available on our sustainability page at https://ir.zoominfo.com/resources/sustainability. In the sustainability report, we provided updates on several ESG initiatives, including our signature to the United Nations Global Compact (“UNGC”), to demonstrate our commitment to the UNGC’s Ten Principles and support for the United Nations Sustainable Development Goals. We also improved the diversity of our Board of Directors and our Board is committed, as vacancies arise, to reflect and support the diversity, equity and inclusion framework that we are implementing within the Company. We also reported carbon emissions, committed to Scope 1 and 2 carbon neutrality by 2025, and prioritized cloud vendors based on carbon impact. The reference to our sustainability report and from our website is for convenience only, and the content in the report or from our website is not incorporated into this Proxy Statement by reference.
We consider the following sustainability topics to be important to our corporate sustainability:
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| Focus Area | Social | Governance | Environmental |
| Key Topics | •Community Engagement, Philanthropy, & Volunteerism •Culture, Talent Attraction, Retention, & Development •Customer Satisfaction & Relationship •Diversity, Equity, & Inclusion •Health, Safety, & Human Rights | •Governance & Ethics •Privacy & Data Security •Product Governance, Innovation, & Technology •Risk Management •Supply Chain Management | •Corporate Efficiency •Energy & Emission •Natural Resources |
Board Leadership Structure
Our Board of Directors is led by Mr. Schuck, our Chairman of the Board and Chief Executive Officer. The Board maintains the flexibility to determine whether the roles of Chairman and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chairman, would not result in better governance or oversight. By combining the role of Chairman and Chief Executive Officer in Mr. Schuck, one of our Founders, we have ensured that the Chairman of the Board has a unique understanding of our Company as well as ongoing executive responsibility for the Company. In the Board’s view, this enables the Board to better understand the Company and work with management to enhance stockholder value. In addition, the Board believes that this structure enables it to better fulfill its risk oversight responsibilities and enhances the ability of the Chief Executive Officer to effectively communicate the Board’s view to management.
Our Corporate Governance Guidelines provide that whenever the Chairman of our Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an “independent director,” the independent directors may, but are not obligated to, elect from among themselves a Lead Director. The independent directors have not elected a Lead Director at this time.
Compensation Committee Report
The Compensation Committee has reviewed and discussed with the Company’s management the executive compensation discussion and analysis (the “CD&A”) contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to our Board of Directors that the CD&A be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2022.
Respectfully submitted by the members of the Compensation Committee of the Board.
Randall Winn, Chair
Todd Crockett
Patrick McCarter
EXECUTIVE COMPENSATION TABLES
Summary Compensation Table
The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our Named Executive Officers, for their service for the fiscal years indicated.
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| Name and Principal Position | | Year | | Salary ($)(1) | | Bonus ($)(2) | | Stock Awards ($) (3) | | Non-Equity Incentive Plan Compensation ($)(4) | | All Other Compensation ($)(5) | | Total ($) |
Henry Schuck Chief Executive Officer and Chairman of the Board | | 2022 | | 549,460 | | — | | — | | 275,261 | | 10,250 | | 834,971 |
| | 2021 | | 538,880 | | — | | — | | 760,604 | | 9,750 | | 1,309,234 |
| | 2020 | | 474,832 | | — | | 3,765,600 | | 603,500 | | 9,750 | | 4,853,682 |
Peter Cameron Hyzer Chief Financial Officer | | 2022 | | 552,750 | | — | | 17,200,052 | | 173,347 | | 10,250 | | 17,936,399 |
| | 2021 | | 518,750 | | — | | 3,000,049 | | 529,212 | | 9,750 | | 4,057,761 |
Chris Hays President and Chief Operating Officer | | 2022 | | 414,090 | | — | | 12,750,044 | | 120,308 | | 10,771 | | 13,295,213 |
| | 2021 | | 378,900 | | 48,426 | | 6,700,010 | | 309,500 | | 11,725 | | 7,448,561 |
| | 2020 | | 366,923 | | — | | 1,766,190 | | 1,000,000 | | 9,175 | | 3,142,288 |
Nir Keren Former President, Israel and Chief Technology Officer | | 2022 | | 466,076 | | — | | 10,000,012 | | 124,072 | | 156,899 | | 10,747,059 |
| | 2021 | | 459,630 | | 106,516 | | 15,000,042 | | 339,275 | | 157,548 | | 16,063,011 |
| | 2020 | | 365,932 | | 100,000 | | 4,000,017 | | 224,973 | | 135,593 | | 4,826,515 |
________________
(1)The amounts reported represent the named executive officer’s base salary earned during the fiscal year covered.
(2)The amount reported in this column for Mr. Hays represents a discretionary cash bonus award based on achievement of company performance objectives. The amounts reported in this column for Mr. Keren represent the portion of the retention bonus to which he was entitled under his offer letter that was earned as of February 1, 2020 and February 1, 2021. See “Executive Compensation Discussion and Analysis” above. (3)Represents the aggregate grant date fair value of stock awards granted, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“Topic 718”), without taking into account estimated forfeitures. The fiscal 2020 and 2021 stock awards consist of grants of time-vesting Class P Units, LTIP Units and restricted stock units issued under the ZoomInfo Technologies Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”). As noted in Note 1: “Organization and Background” and Note 16: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, during the year ended December 31, 2021, the Company issued shares of unvested restricted stock in exchange for all unvested Class P Units and LTIP Units owned directly by the NEOs and other employees of the Company. Those exchanged shares of restricted stock (“RSAs”) remain subject to the same service vesting requirements of the original units and, upon fulfillment of the original employment service conditions, the restrictions will be lifted and the restricted stock will convert to unrestricted shares of the Company’s common stock. The fiscal 2022 stock awards consist of grants of time-vesting restricted stock units and HSKB phantom units issued under the 2020 Omnibus Incentive Plan. Terms of the stock awards are summarized in “Executive Compensation Discussion and Analysis” above. The assumptions made when calculating the amounts are found in Note 16: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. The stock awards granted to Mr. Hyzer in fiscal 2022 include an award granted December 30, 2022 with grant date fair value of $9,200,001, which was intended to be in lieu of Mr. Hyzer’s annual equity grant for 2023.
(5)The amounts reported represent our 401(k) Plan (as defined below) matching contributions on behalf of Messrs. Schuck, Hyzer and Hays. The amounts reported for Mr. Keren includes, a car allowance, the aggregate incremental cost to the Company of company-provided meals and gifts, tax gross-up payments in respect of perquisites, disability insurance benefits, contributions to pension and severance funds, commuting allowance and recreation pay as required under Israeli law, contribution of pension amounts for Mr. Keren above the amounts required under Israeli law and contributions to Mr. Keren’s study fund. These amounts were payable in New Israeli Shekels and translated to U.S. dollars at the average monthly USD to NIS exchange rate for 2022 of $1.00 = NIS 3.3585, the average monthly USD to NIS exchange rate for 2021 of $1.00 = NIS 3.2318, and the average monthly USD to NIS exchange rate for 2020 of $1.00 = NIS 3.4424 For a description of our 401(k) Plan, see “Executive Compensation Discussion and Analysis” above.
Grants of Plan-Based Awards in Fiscal 2022
The following table presents information regarding grants of plan-based awards during 2022 to our NEOs. The non-equity incentive plan awards were granted under our 2022 Cash Incentive Bonus Plan, as described in greater detail in “Executive Compensation Discussion and Analysis” above. The equity incentive plan awards were granted under our 2020 Omnibus Incentive Plan. The vesting schedule for the awards is set forth below in the table “Outstanding Equity Awards at 2022 Fiscal Year-End.” | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1) | | All Other Stock Awards: Number of Shares of Stock or Units (#) | | Grant Date Fair Value of Stock and Option Awards ($) |
| Name | | Award Type(2) | | Grant Date | | Threshold ($) | | Target ($) | | Maximum ($) | | |
| Henry Schuck | | Cash | | | | — | | 550,000 | | 1,100,000 | | — | | — |
| Peter Cameron Hyzer | | Cash | | | | — | | 337,000 | | 674,000 | | — | | — |
| | RSU | | 3/1/2022 | | — | | — | | — | | 137,137 | | 7,500,023 |
| | HSKB | | 9/1/2022 | | — | | — | | — | | 11,009 | | 500,029 |
| | RSU | | 12/30/2022 | | — | | — | | — | | 305,141 | | 9,200,001 |
| Chris Hays | | Cash | | | | — | | 235,400 | | 470,800 | | — | | — |
| | RSU | | 3/1/2022 | | — | | — | | — | | 13,714 | | 750,019 |
| | RSU | | 3/1/2022 | | — | | — | | — | | 219,419 | | 12,000,025 |
| Nir Keren | | Cash | | | | — | | 219,707 | | 439,414 | | — | | — |
| | RSU | | 3/1/2022 | | — | | — | | — | | 182,849 | | 10,000,012 |
|
(2) Terms of the stock awards are summarized in “Executive Compensation Discussion and Analysis” above. The assumptions made when calculating the amounts are found in Note 16: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022. |
Outstanding Equity Awards at 2022 Fiscal Year-End
The following table sets forth information regarding outstanding equity awards made to the NEOs as of December 31, 2022.
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| | | | | | Stock Awards |
| Name | | Grant Date | | Award Type(1) | | Number of Shares or Units of Stock That Have Not Vested (#) | | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) |
| Henry Schuck | | 06/03/2020 | | RSA(3) | | 204,007 | | 6,142,651 |
| Peter Cameron Hyzer | | 06/03/2020 | | RSA(4) | | 40,824 | | 1,229,211 |
| Peter Cameron Hyzer | | 03/01/2021 | | RSA(5) | | 57,231 | | 1,723,225 |
| Peter Cameron Hyzer | | 03/01/2022 | | RSU(6) | | 137,137 | | 4,129,195 |
| Peter Cameron Hyzer | | 09/01/2022 | | HSKB Phantom Units(7) | | 11,009 | | 331,481 |
| Peter Cameron Hyzer | | 12/30/2022 | | RSU(8) | | 305,141 | | 9,187,796 |
| Chris Hays | | 06/26/2019 | | RSA(9) | | 32,963 | | 992,516 |
| Chris Hays | | 10/17/2019 | | RSA(10) | | 13,159 | | 396,217 |
| Chris Hays | | 12/29/2019 | | HSKB Phantom Units(11) | | 3,282 | | 98,821 |
| Chris Hays | | 06/03/2020 | | RSA(12) | | 40,824 | | 1,229,211 |
| Chris Hays | | 06/03/2020 | | RSA(13) | | 31,430 | | 946,357 |
| Chris Hays | | 03/01/2021 | | RSA(14) | | 127,814 | | 3,848,480 |
| Chris Hays | | 03/01/2022 | | RSU(15) | | 219,419 | | 6,606,706 |
| Nir Keren | | 07/03/2020 | | RSU16) | | 31,904 | | 960,629 |
| Nir Keren | | 03/01/2021 | | RSU(17) | | 95,384 | | 2,872,012 |
| Nir Keren | | 07/23/2021 | | RSU(18) | | 187,161 | | 5,635,418 |
| Nir Keren | | 03/01/2022 | | RSU(19) | | 182,849 | | 5,505,583 |
__________________
(1)As noted in Note 1: “Organization and Background” and Note 16: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2022, during the year ended December 31, 2021, the Company issued shares of restricted stock in exchange for all unvested Class P Units and LTIP Units owned directly by the NEOs and other employees of the Company. Those exchanged shares of restricted stock, which are denoted as RSAs, remain subject to the same service vesting requirements of the original units and, upon fulfillment of the original employment service conditions, the restrictions will be lifted and the restricted stock will convert to unrestricted shares of the Company’s common stock. The grant dates reflect the grant dates of the original awards.
(2)Values determined based on the December 30, 2022 closing market price of our common stock (the last trading day of 2022), which was $30.11 per share.
(3)Originally granted as Class P Units and exchanged for RSAs on September 3, 2021, subject to the same vesting terms. Vests in in three equal installments on each of the second, third and fourth anniversaries of the grant date.
(4)Originally granted as Class P Units and exchanged for RSAs on October 29, 2021, subject to the same vesting terms as the original grant. Vests in three equal installments on the dates that are two and a half, three and a half, and four and a half years following the grant date.
(5)Originally granted as LTIP Units and exchanged for RSAs on October 29, 2021, subject to the same vesting terms. One-third of the award vests on the second anniversary of the grant date, and the remaining two-thirds vest on the third anniversary of the grant date.
(6)Vests as follows: 25% of the award vested on March 1, 2023 and the remaining 75% of the award vests in equal quarterly amounts for the following three years.
(7)Vests as follows: 25% of the award vests on September 1, 2023 and the remaining 75% of the award vests in equal quarterly amounts for the following three years.
(8)Vests in equal quarterly amounts over two years, with the first vesting to occur April 1, 2023.
(9)Originally granted as Class P Units and exchanged for RSAs on October 29, 2021, subject to the same vesting terms. Half of this award vested on February 1, 2021 and the remainder vests in equal monthly installments during the 24 months following February 1, 2021, in each case subject to continued service on each vesting date.
(10)Originally granted as Class P Units and exchanged for RSAs on October 29, 2021, subject to the same vesting terms. Half of this award vested on October 1, 2021 and the remainder vests in equal monthly installments during the 24 months following October 1, 2021, in each case subject to continued service on each vesting date.
(11)Half this award vested on July 1, 2021 and the remaining half of such HSKB Phantom Units vest in equal monthly installments over the two year period following July 1, 2021 or, in each case, earlier upon the occurrence of certain liquidity events.
(12)Originally granted as Class P Units and exchanged for RSAs on October 29, 2021, subject to the same vesting terms as the original grant. Vests in three equal installments on the dates that are two and a half, three and a half, and four and a half years following the grant date.
(13)Originally granted as LTIP Units and exchanged for RSAs on October 29, 2021, subject to the same vesting terms. Vests in three equal installments on the dates that are two and a half, three and a half, and four and a half years following the grant date.
(14)Originally granted as LTIP Units and exchanged for RSAs on October 29, 2021, subject to the same vesting terms. Vests in full on March 1, 2024.
(15)Vests as follows: 18.33% of the award vested on March 1, 2023, 7.5% of the award vests on March 1, 2024, and the remaining 74.17% of the award vests on March 1, 2025.
(16)One-third of the award vested on June 3, 2021, and the remaining two-thirds vest in equal quarterly installments during the 24 months following June 3, 2021. This award ceased vesting as of Mr. Keren’s separation date from the Company on February 25, 2023.
(17)Vests as follows: 40% of the award vests on the second anniversary of the grant date and the remaining 60% of the award vests on the third anniversary of the grant date. This award ceased vesting as of Mr. Keren’s separation date from the Company on February 25, 2023.
(18)Vested in full on January 1, 2023.
(19)Vests as follows: 50% of the award vests on March 1, 2024 and the remaining 50% of the award vests on March 1, 2025. This award ceased vesting as of Mr. Keren’s separation date from the Company on February 25, 2023.
Option Exercises and Stock Vested
The following table shows for the fiscal year ended December 31, 2022, certain information regarding option exercises and stock vested during the fiscal year with respect to our NEOs:
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| | | | Stock Awards |
| Name | | | | | | Number of Shares Acquired on Vesting (#) | | Value Realized on Vesting ($)(1) |
| Henry Schuck | | | | | | 215,210 | | 10,467,212 |
| Peter Cameron Hyzer | | | | | | 398,386 | | 18,265,160 |
| Chris Hays | | | | | | 366,061 | | 16,457,282 |
| Nir Keren | | | | | | 63,811 | | 2,683,731 |
__________________
(1)The value realized on vesting is determined by multiplying the number of vested RSAs and RSUs by the closing price of our common stock on the vesting date. In the case of RSUs, the value realized on vesting does not reflect the actual value received by the NEO because a portion of the shares reflected in the table above were withheld by us to satisfy the NEO’s tax withholding obligations.
Employment Agreements and Offer Letter
The Company entered into an employment agreement with each of Messrs. Schuck, Hyzer, and Hays, and an offer letter agreement with Mr. Keren, in each case, that governs the terms of employment of each such NEO.
Mr. Schuck’s Employment Agreement
In connection with the IPO, we entered into an employment agreement with Mr. Schuck, pursuant to which he continues to serve as the Chief Executive Officer of the Company and Chairman of our Board of Directors. Mr. Schuck’s employment agreement, effective as of the date of the IPO, provides that he is entitled to a base salary of $512,000, which may not be decreased without his consent. Mr. Schuck is eligible for an annual cash incentive bonus, and his target annual bonus for each fiscal year is $425,000, with the actual annual bonus payable being based upon the level of achievement of specified corporate, financial, operational, and individual performance for such fiscal year, as approved by the Compensation Committee of our Board of Directors.
Mr. Schuck is also entitled to participate in all employment benefit plans, practices, and programs available for the benefit of senior executives of the Company generally. Additionally, Mr. Schuck’s employment agreement provides for reimbursement for reasonable out-of-pocket expenses incurred by him in the furtherance of the Company’s business, as well as for reasonable and documented first-class flight and ground transportation expenses for all business-related travel.
Mr. Schuck’s employment may be terminated at any time and for any reason by either the Company or Mr. Schuck, provided that either party is required to give 30 days’ advance written notice of any termination of employment (provided that the Company is entitled to pay the executive base salary payments in lieu of such notice period).
Mr. Schuck is subject to the following restrictive covenants: (i) confidentiality during employment and for three years following termination, (ii) non-solicitation of customers and non-solicitation of employees for 24 months following termination, (iii) non-competition during employment and until the later of 12 months following the termination date or 24 months following the effective date of the IPO, and (iv) mutual non-disparagement for the longest period legally enforceable.
See “—Termination and Change in Control Provisions” for a description of the severance benefits to which Mr. Schuck is entitled in the event of a qualifying termination of his employment.
Mr. Hyzer’s Employment Agreement
We entered into an employment agreement with Mr. Hyzer on November 12, 2018, pursuant to which he serves as the Chief Financial Officer of the Company. Mr. Hyzer’s employment agreement provided for a base salary of $500,000 as of January 1, 2020, subject to adjustment from time to time to reflect amounts approved by the Company. Mr. Hyzer is eligible for an annual cash incentive bonus, based upon performance metrics determined to be appropriate in light of his position.
Mr. Hyzer is also entitled to participate in all employment benefit plans, practices, and programs available for the benefit of senior executives of the Company generally. Additionally, Mr. Hyzer’s employment agreement provides for reimbursement for reasonable out-of-pocket expenses incurred by him in the furtherance of the Company’s business.
Mr. Hyzer’s employment may be terminated at any time and for any reason by either the Company or Mr. Hyzer, provided that either party is required to give 30 days’ advance written notice of any termination of employment.
Mr. Hyzer is subject to the following restrictive covenants: (i) confidentiality during employment and for three years following termination, (ii) non-solicitation of customers and non-solicitation of employees for 12 months following termination, (iii) non-competition during employment and for 12 months following the termination date.
See “—Termination and Change in Control Provisions” for a description of the severance benefits to which Mr. Hyzer is entitled in the event of a qualifying termination of his employment.
Mr. Hays’ Employment Agreement
We entered into a new employment agreement with Mr. Hays on August 10, 2020, superseding his prior employment agreement, pursuant to which he continues to serve as the Chief Operating Officer of the Company. The terms of this employment agreement continued to apply following his promotion to President and Chief Operating Officer of the Company in February 2021.
Mr. Hays’ employment agreement provides that he is entitled to a base salary of at least $360,000. Mr. Hays is eligible for an annual cash incentive bonus, a target bonus of at least $200,000 and a maximum bonus amount of $1 million based upon the achievement of specific performance for each fiscal year, as approved by the Compensation Committee of our Board of Directors.
Mr. Hays is also entitled to participate in all employment benefit plans, practices, and programs available for the benefit of senior executives of the Company generally. Additionally, Mr. Hays’ employment agreement provides for reimbursement for reasonable out-of-pocket expenses incurred by him in the furtherance of the Company’s business.
Mr. Hays’ employment may be terminated at any time and for any reason by either the Company or Mr. Hays, provided that either party is required to give 30 days’ advance written notice of any termination of employment (provided that the Company is entitled to pay the executive base salary payments in lieu of such notice period).
Mr. Hays is subject to the following restrictive covenants: (i) confidentiality during employment and for three years following termination; (ii) non-solicitation of customers and non-solicitation of employees for 24 months following termination; (iii) if enforceable under applicable law, non-competition during employment and until the later of 12 months following the termination date and 24 months following the effective date of the IPO; and (iv) mutual non-disparagement for the longest period legally enforceable.
See “—Termination and Change in Control Provisions” for a description of the severance benefits to which Mr. Hays is entitled in the event of a qualifying termination of his employment.
Mr. Keren’s Offer Letter
We entered into an offer letter agreement with Mr. Keren on February 1, 2019, pursuant to which he served as our Chief Technology Officer, until February 2023. Mr. Keren was entitled to an annual salary of at least $350,000. In addition, he was entitled to a one-time bonus of $100,000 after one year of service, which was achieved February 1, 2020, and an additional one-time bonus of $100,000 after two years of service, which was achieved February 1, 2021. He was also eligible to receive an annual performance bonus based upon successful completion of measurable business objectives.
See “—Termination and Change in Control Provisions” for a description of the severance benefits to which Mr. Keren was entitled in the event of a qualifying termination of his employment.
Termination and Change in Control Provisions
Mr. Schuck’s Employment Agreement
Pursuant to Mr. Schuck’s employment agreement, upon termination of his employment by the Company without cause or his resignation with good reason, he is entitled to a severance payment (subject to his execution of a general release of claims against the Company) equal to (i) one year of his base salary plus the amount of his target annual bonus (at 100% achievement), prorated based on the number of days he is employed during the fiscal year in which the termination date occurs, payable in a single lump sum; (ii) payment of any earned but unpaid annual bonus for the fiscal year prior to the year in which the termination date occurs payable in a single lump sum; (iii) continuation for 12 months following the termination date of any health insurance benefits to which he was entitled as of the termination date; and (iv) accelerated vesting of the portion of his then-unvested equity awards subject to time-based vesting that he holds as of the termination date and which were scheduled to vest within 12 months following the termination date.
In the event of a termination of Mr. Schuck’s employment by the Company without cause or his resignation with good reason, which in either case occurs during the period beginning three months prior to, and ending 12 months following, a “change in control” of the Company, he is entitled to a severance payment (subject to his execution of a general release of claims against the Company) equal to (i) 18 months of his base salary plus the amount of his target annual bonus (at 100% achievement), payable in a single lump sum; (ii) payment of any earned but unpaid annual bonus for the fiscal year prior to the year in which the termination date occurs payable in a single lump sum; (iii) continuation for 18 months following the termination date of any health insurance benefits to which he was entitled as of the termination date; and (iv) full accelerated vesting of all then-unvested equity awards subject to time-based vesting that he holds as of the termination date.
Mr. Schuck’s employment agreement further provides that upon termination of his employment due to death or disability, he is entitled to a severance payment equal to the expected amount of his annual performance bonus for the year in which the termination occurs, prorated through the termination date.
Mr. Hyzer’s Employment Agreement
Pursuant to Mr. Hyzer’s employment agreement, upon termination of his employment by the Company without cause or his resignation with good reason, he is entitled to a severance payment (subject to his execution of a general release of claims against the Company) equal to (i) one year of his base salary plus the target amount of his annual cash incentive bonus for the year in which the termination occurs prorated based on the number of days he is employed during the fiscal year in which the termination date occurs (or without pro-ration, if such termination occurs in connection with a change in control), payable in a single lump sum; and (ii) payment of any earned but unpaid annual bonus for the fiscal year prior to the year in which the termination date occurs, payable in a single lump sum.
Mr. Hyzer’s employment agreement further provides that upon termination of his employment due to death or disability, he is entitled to a severance payment equal to the expected amount of his annual performance bonus for the year in which the termination occurs, prorated through the termination date.
Mr. Hays’ Employment Agreement
Pursuant to Mr. Hays’ employment agreement, upon termination of his employment by the Company without cause or his resignation with good reason, he is entitled to a severance payment (subject to his execution of a general release of claims against the Company) equal to (i) one year of his base salary plus the target amount of his annual cash incentive bonus for the year in which the termination occurs prorated based on the number of days he is employed during the fiscal year in which the termination date occurs, payable in a single lump sum; (ii) payment of any earned but unpaid annual bonus for the fiscal year prior to the year in which the termination date occurs, payable in a single lump sum; (iii) continuation for 12 months following the termination date of any health insurance benefits to which he was entitled as of the termination date; and (iv) accelerated vesting of the portion of his then-unvested equity awards subject to time-based vesting that he holds as of the termination date and which were scheduled to vest within 12 months following the termination date.
In the event of a termination of Mr. Hays’ employment by the Company without cause or his resignation with good reason, which in either case occurs during the period beginning three months prior to, and ending 12 months following, a “change in control” of the Company, he is entitled to a severance payment (subject to his execution of a general release of claims against the Company) equal to (i) 18 months of his base salary plus the target amount of his annual cash incentive bonus for the year in which the termination occurs, payable in a single lump sum; (ii) payment of any earned but unpaid annual bonus for the fiscal year prior to the year in which the termination date occurs, payable in a single lump sum; (iii) continuation for 18 months following the termination date of any health insurance benefits to which he was entitled as of the termination date; and (iv) full accelerated vesting of all then-unvested equity awards subject to time-based vesting that he holds as of the termination date.
Mr. Hays’ employment agreement further provides that upon termination of his employment due to death or disability, he is entitled to a severance payment equal to the expected amount of his annual performance bonus for the year in which the termination occurs, prorated through the termination date.
Mr. Keren’s Offer Letter
Pursuant to Mr. Keren’s offer letter, if Mr. Keren’s employment were terminated without cause, provided he first executed a release of claims in favor of the Company and its affiliates and personnel in a form reasonably acceptable to the Company, he was entitled to be paid a severance equal to one half of his annual salary in effect at the time of such termination and, if such termination would have occurred prior to February 1, 2021, he would have been entitled to a pro-rated amount of any unpaid retention bonus.
Equity Awards
Each of the NEOs holds equity awards pursuant to award agreements that provide for accelerated vesting upon certain qualifying terminations of employment. Below is a description of the accelerated vesting of such equity awards upon certain qualifying terminations of employment.
RSAs that relate to Class P Units Awarded Prior to the IPO
In the event of an involuntary termination of the executive officer’s employment without cause or, in the case of Mr. Schuck, the executive officer’s resignation for good reason, in each case, during the 12-month period following a “liquidity event” (which includes a change of control or a liquidation of ZoomInfo OpCo, but did not include the IPO), all of the RSAs issued in respect of previously granted Class P Units will be deemed vested in full. Any RSAs which do not vest on or prior to the date of the holder’s termination of employment will be forfeited for no consideration.
The original award agreement applicable to the RSAs for each executive officer contains a non-competition covenant during employment and the 24-month period following termination of employment; upon breach of this covenant, all vested awards will be forfeited and canceled.
LLC Units of HSKB Funds, LLC
Pursuant to the LLC Agreement governing HSKB Funds, LLC, Mr. Hays is subject to a non-competition covenant during employment and the 24-month period following termination of employment. In the event of Mr. Hays’s termination of employment for any reason or his breach of the non-competition covenant, his units will be subject to full or partial forfeiture. In the event of Mr. Hays’s involuntary termination without cause or his resignation for good reason, he will be entitled to retain his LLC Units.
Equity Awards in Connection with the IPO
The Class P Unit and LTIP Unit awards (subsequently converted into RSAs) and RSU awards granted in connection with the IPO are subject to “double trigger” vesting protection, such that vesting will accelerate in the event of a termination without “cause” or a termination for “good reason,” in each case, occurring within 12 months following a change in control. Additionally, Mr. Schuck’s RSA award issued in respect of his Class P Unit award is subject to potential accelerated vesting upon certain additional employment termination events pursuant to the terms of his employment agreement.
Potential Payments upon Termination or Change in Control
The following tables provide information concerning the estimated payments and benefits that would be provided in the circumstances described above, assuming that the triggering event took place on December 31, 2022, the last day of our fiscal year. For purposes of valuing accelerated vesting, the values indicated in the tables below are calculated as $30.11, the closing price of a share of our common stock on December 30, 2022 (the last trading day of 2022), multiplied by the number of unvested shares subject to the award as of December 31, 2022 that are being accelerated. The disclosures provided below exclude Mr. Keren, who voluntarily departed effective February 25, 2023 and was not entitled to any special benefits upon his resignation except for statutory severance under Israeli local law.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Involuntary Termination in Connection with a Change in Control(1) |
| Name | | Cash Severance - Salary ($)(2) | | Cash Severance - Bonus ($)(3) | | Other Benefits ($)(4) | | Equity Acceleration ($)(5) |
| Henry Schuck | | 825,000 | | 550,000 | | 25,051 | | 6,142,651 |
| Peter Cameron Hyzer | | 562,000 | | 337,000 | | — | | 16,600,908 |
| Chris Hays | | 635,580 | | 235,400 | | 25,051 | | 14,118,308 |
__________________
(1)An “involuntary termination” means a termination without cause or in the case of Messrs. Schuck, Hays, or Hyzer, a resignation for good reason, and other than due to death or disability. An involuntary termination that occurs within the three months prior to or the twelve months following a change in control is considered occurring “in connection with” such change in control for purposes of each of the named executive officer’s severance benefits listed above.
(2)Represents 18 months of the NEO’s annual base salary for Messrs. Schuck and Hays, and 12 months of annual base salary for Mr. Hyzer.
(3)In the case of Messrs. Schuck, Hyzer, and Hays, represents the NEO’s target annual bonus at 100% achievement.
(4)In the case of Messrs. Schuck and Hays, represents the value of 18 months of COBRA premium reimbursement. In the case of Mr. Keren, represents statutorily required severance pay, payment for accrued unused vacation and recuperation pay, and payment in lieu of notice.
(5)For purposes of valuing accelerated vesting, the values are calculated as $30.11, the closing price of a share of our common stock on December 30, 2022 (the last trading day of 2022), multiplied by the number of unvested shares subject to the award as of December 31, 2022 that are being accelerated.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Involuntary Termination without a Change in Control(1) |
| Name | | Cash Severance - Salary ($)(2) | | Cash Severance - Bonus ($)(3) | | Other Benefits ($)(4) | | Equity Acceleration ($)(5) |
| Henry Schuck | | 550,000 | | 550,000 | | 16,701 | | 3,071,310 |
| Peter Cameron Hyzer | | 562,000 | | 337,000 | | — | | — |
| Chris Hays | | 423,720 | | 235,400 | | 16,701 | | 3,786,333 |
| | | | | | | | |
__________________
(1)An “involuntary termination” means a termination without cause or a resignation for good reason and other than due to death or disability.
(2)Represents 12 months of the NEO’s annual base salary.
(3)In the case of Messrs. Schuck, Hyzer, and Hays, represents the NEO’s target annual bonus at 100% achievement.
(4)In the case of Messrs. Schuck and Hays, represents the value of 12 months of COBRA premium reimbursement.
(5)In the case of Messrs. Schuck and Hays, represents value of accelerated vesting of unvested time-based equity awards held as of December 31, 2022 which were scheduled to vest within the following 12 months. For purposes of valuing accelerated vesting, the values are calculated as $30.11, the closing price of a share of our common stock on December 30, 2022 (the last trading day of 2022), multiplied by the number of unvested shares subject to the award as of December 31, 2022 that are being accelerated.
| | | | | | | | | | | | | | |
| | Death or Disability of Named Executive Officer |
| Name | | Cash Severance - Bonus ($)(1) | | Equity Acceleration ($)(2) |
| Henry Schuck | | 550,000 | | 150,550 |
| Peter Cameron Hyzer | | 337,000 | | 150,550 |
| Chris Hays | | 235,400 | | 150,550 |
| | | | |
__________________
(1)Represents the NEO’s target annual bonus at 100% achievement.
(2)Represents value of accelerated vesting of 5,000 RSA or RSU awards upon death or disability of an NEO, pursuant to the terms of the award agreements provided to NEOs under the 2020 Omnibus Incentive Plan.
CEO Pay Ratio Disclosure
Pay Ratio
As required by SEC rules, we are providing the following information about the ratio of the annual total compensation of our median employee and the annual total compensation of our CEO, Mr. Schuck on December 31, 2022, the last day of our 2022 fiscal year.
For 2022, the annual total compensation for Mr. Schuck, from the Summary Compensation Table above, was $834,971, and the annual total compensation for our median-compensated employee was $142,239, resulting in an estimated pay ratio of 6:1.
Identification of Median Employee
Our median employee was identified from all full-time and part-time employees employed as of November 1, 2022. As of November 1, 2022, we employed approximately 3,558 individuals. We did not include any contractors or other non-employee workers in our employee population. To identify our median employee from our employee population, we calculated the aggregate amount of each employee’s (i) annualized base salary (ii) targeted annual company bonus amount or targeted commission amount, and (iii) the grant date fair value of equity awards granted, in each case during the period from January 1, 2022 through December 1, 2022. We selected these compensation elements because they represented our principal broad-based compensation elements. Compensation not paid in U.S. dollars was converted to U.S. dollars using the foreign exchange rates in effect as of November 1, 2022. We then ranked this compensation measure for our employees and identified the median employee. The compensation of our median employee does not include certain company-provided benefits such as health insurance, life insurance or employee stock purchase plan.
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 by other companies may not be comparable to the pay ratio reported above, as other companies have different employee populations and compensation practices and may utilize different methodologies, exclusions, estimates and assumptions in calculating their own pay ratios.
Pay Versus Performance
The Executive Compensation Discussion and Analysis section of this Proxy Statement sets forth the financial and other factors considered by the Compensation Committee when reviewing and setting the compensation of our NEOs for fiscal 2022. The following section has been prepared in accordance with the “pay versus performance” rules set forth in Item 402(v) (the “Rule”) of Regulation S-K and sets forth information regarding compensation of our CEO, as our principal executive officer (“PEO”), and our other non-PEO named executive officers. In accordance with the Rule, the table below and the discussion that follows includes an amount referred to as “compensation actually paid” as defined in the Rule (“CAP”). The calculation of CAP includes, among other things, the revaluation of unvested and outstanding equity awards. In accordance with the Rule, the revaluation of equity awards includes, as applicable:
•The year-end fair value of the awards granted in the covered fiscal year (e.g., 2022) that are outstanding and unvested as of the end of the covered fiscal year;
•The change in fair value from the end of the prior fiscal year (e.g., 2021) to the end of the covered fiscal year with respect to any awards granted in prior years that are outstanding and unvested as of the end of the covered fiscal year;
•The fair value, as of the vesting date, of any awards that were granted and vested in the same covered year;
•The change in fair value from the end of the prior fiscal year to the vesting date or forfeiture date with respect to any awards granted in prior years that vested or failed to vest, as applicable, in the covered fiscal year; and
•The value of dividends or other earnings paid on stock or option awards not otherwise reflected in fair value or total compensation.
Pay Versus Performance
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| Year | Summary Compensation Table Total for PEO ($)(1) | Compensation Actually Paid to PEO ($)(2)(5) | Average Summary Compensation Table Total for Non-PEO Named Executive Officers ($)(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers ($)(4)(5) | Value of Initial Fixed $100 Investment Based on (6) | Net Income ($ in millions) | Company Selected Measure ($ in millions)(8) |
| Total Shareholder Return ($) | Peer Group Total Shareholder Return ($)(7) |
2022 | 834,971 | (9,146,034) | 13,992,890 | (2,302,781) | 88.56 | 120.35 | 63.2 | 447.8 |
2021 | 1,309,234 | 11,826,901 | 9,189,778 | 18,409,541 | 188.82 | 187.38 | 94.9 | 306.6 |
2020 | 4,853,682 | 42,135,178 | 3,984,402 | 52,419,862 | 141.85 | 135.92 | (36.4) | 226.0 |
__________________
(1)The dollar amounts reported in this column are the amounts of total compensation reported for Mr. Schuck, our CEO, for each corresponding year as reported in the “Total” column of the “Summary Compensation Table” in this Proxy Statement.
(2)In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, the following adjustments were made to the amounts reported for Mr. Schuck in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual amount of compensation earned by, or paid to, Mr. Schuck during the applicable year. | | | | | | | | | | | |
| Description | 2020
($) | 2021
($) | 2022
($) |
| Change in Pension Value Deduction | — | — | — |
| Pension Service Cost Addition | — | — | — |
| Prior Pension Service Cost Addition | — | — | — |
| Deductions from SCT “Stock Awards” Column Value | (3,765,600) | — | — |
| Stock and Option Awards Adjustment | 41,047,096 | 10,517,667 | (9,981,005) |
| Year End Fair Value of Unvested Equity Awards Granted in the Year | 13,448,622 | — | — |
| Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 20,213,448 | 7,252,763 | (6,831,874) |
| Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | — | — | — |
| Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 7,385,026 | 3,264,904 | (3,149,131) |
| Fair Value at the End of the Prior Year of Equity Awards that Faired to Meet Vesting Conditions in the Year | — | — | — |
| Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — |
| Total Added (or Deducted) | 37,281,496 | 10,517,667 | (9,981,005) |
(3)The dollar amounts reported in this column represent the average of the total amounts reported for Messrs. Hyzer, Hays, and Keren, as our other named executive officers, for each corresponding year in the “Total” column of the “Summary Compensation Table” in of this Proxy Statement. The individuals comprising the Non-PEO NEOS for each presented year are listed below:
2022 and 2021 – Messrs. Hyzer, Hays and Keren
2020 – Messrs. Hays and Keren.
(4)In accordance with the requirements of Item 402(v)(2)(iii) of Regulation S-K, when calculating the “average compensation actually paid” for Messrs. Hyzer, Hays, and Keren the following adjustments were made to the amounts reported in the Summary Compensation Table. Importantly, the dollar amounts do not reflect the actual average amount of compensation earned by, or paid to, our other named executive officers as a group during the applicable year. | | | | | | | | | | | |
| Description | 2020
($) | 2021
($) | 2022
($) |
| Change in Pension Value Deduction | — | — | — |
| Pension Service Cost Addition | — | — | — |
| Prior Pension Service Cost Addition | — | — | — |
| Deductions from SCT “Stock Awards” Column Value | (2,883,104) | (8,233,367) | (13,316,703) |
| Stock and Option Awards Adjustment | 51,318,564 | 17,453,130 | (2,978,968) |
| Year End Fair Value of Unvested Equity Awards Granted in the Year | 7,086,571 | 10,006,426 | 8,586,920 |
| Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | 20,092,222 | 5,482,981 | (6,472,178) |
| Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Year | — | — | 184,636 |
| Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | 24,139,771 | 1,963,723 | (5,278,346) |
| Fair Value at the End of the Prior Year of Equity Awards that Faired to Meet Vesting Conditions in the Year | — | — | — |
| Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — |
| Total Added (or Deducted) | 48,435,460 | 9,219,763 | (16,295,671) |
(5)When calculating amounts of “compensation actually paid” for purposes of this table, the fair value of each equity award was estimated as of the relevant valuation date in accordance with FASB ASC Topic 718 as described in Note 2 to our financial statements for the fiscal year ended December 31, 2022 included in the Company’s Annual Report on Form 10-K filed with the SEC on February 16, 2023. The assumptions used were not materially changed from those described in Note 2 but were updated at each valuation date to reflect the then-current value of each variable.
(6)Total shareholder return as calculated based on a fixed investment of one hundred dollars measured at the market close on June 4, 2020, the date our stock commenced trading on the Nasdaq Global Select Market through and including the end of the fiscal year for each year reported in the table as required by the Rule.
(7)The Peer Group Total Shareholder Return set forth in this table utilizes the Nasdaq Computer Index (^IXCO).
(8)For purposes of the Rule, we have identified AOI as our Company-Selected Metric. See Appendix A for a reconciliation of AOI to its most directly comparable GAAP financial measure.
Relationships Between Pay and Performance
Total Shareholder Return
The following charts show the relationship between (1) PEO CAP and average non-PEO named executive officer CAP (each as calculated pursuant to the Rule) and (2) the cumulative total shareholder return of the Company for its last three completed fiscal (calendar) years. The charts also provide a comparison of the Company’s total shareholder return to the Compensation Comparison Group (“CCG”) total shareholder return for the three-year period. The Company uses the Nasdaq Computer Index (^IXCO) as its CCG.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| PEO Compensation vs. Company and CCG TSR | | | NEO Compensation vs. Company and CCG TSR |
| 2020 | 2021 | 2022 | | | 2020 | 2021 | 2022 |
| PEO Compensation | 42,135,178 | 11,826,901 | (9,146,034) | | NEO Average Compensation | 52,419,862 | 18,409,541 | (2,302,781) |
| Company TSR | 141.85 | 188.82 | 88.56 | | Company TSR | 141.85 | 188.82 | 88.56 |
| CCG TSR | 135.92 | 187.38 | 120.35 | | CCG TSR | 135.92 | 187.38 | 120.35 |
Net Income
The following charts show the relationship between (1) PEO CAP and the average non-PEO named executive officer CAP (each as calculated pursuant to the Rule) and (2) the net income of the Company for the last three fiscal years.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| PEO Compensation vs. Net Income | | | NEO Compensation vs. Net Income |
| 2020 | 2021 | 2022 | | | 2020 | 2021 | 2022 |
| PEO Compensation | 42,135,178 | 11,826,901 | (9,146,034) | | NEO Average Compensation | 52,419,862 | 18,409,541 | (2,302,781) |
| Net Income | (36,400,000) | 94,900,000 | 63,200,000 | | Net Income | (36,400,000) | 94,900,000 | 63,200,000 |
AOI
The following charts show the relationship between (1) PEO CAP and the average non-PEO named executive officer CAP (each as calculated pursuant to the Rule) and (2) AOI for the last three fiscal years.
| | | | | | | | | | | | | | | | | | | | | | | | | | |
| PEO Compensation vs. AOI | | | NEO Compensation vs. AOI |
| 2020 | 2021 | 2022 | | | 2020 | 2021 | 2022 |
| PEO Compensation | 42,135,178 | 11,826,901 | (9,146,034) | | NEO Average Compensation | 52,419,862 | 18,409,541 | (2,302,781) |
| AOI | 226,000,000 | 306,600,000 | 447,800,000 | | AOI | 226,000,000 | 306,600,000 | 447,800,000 |
Financial Performance Measures Used to Link Executive Compensation to Performance
For purposes of the Rule, we have identified the following performance measures as the most important in setting compensation for our NEOs for fiscal year ended December 31, 2022, in response to the Tabular List disclosure requirement pursuant to Item 402(v)(6) of Regulation S-K. Both of these performance measures were used in setting performance goals under our 2022 Cash Incentive Bonus Plan.
•AOI
•Net New ARR
For additional disclosure on these performance measures, see “Executive Compensation Discussion and Analysis – 2022 Cash Incentive Bonus Plan” above.
EQUITY COMPENSATION PLAN INFORMATION
The following table sets forth, as of December 31, 2022, certain information related to our compensation plans under which shares of our common stock may be issued.
| | | | | | | | | | | | | | | | | | | | |
| | | Number of securities to be issued upon exercise of outstanding options, warrants and rights | | Weighted- average exercise price of outstanding options, warrants and rights | | Number of securities remaining available for future issuance under equity compensation plans |
Equity compensation plans approved by security holders(1): | | | | | | |
| 2020 Omnibus Incentive Plan | | 10,700,570(2) | | $21.00(3) | | 13,433,713(4) |
| 2020 Employee Stock Purchase Plan | | — | | | N/A | | 7,334,401 | |
Equity compensation plans not approved by security holders | | — | | | N/A | | — | |
| Total | | 10,700,570 | | | | | 20,768,114 | |
| | | | | | | | |
| | (1) | We have two equity compensation plans that have been approved by our stockholders: the 2020 Omnibus Incentive Plan and the 2020 Employee Stock Purchase Plan (the “ESPP”). |
| (2) | Consists of 10,377,568 shares of our common stock issuable upon the settlement of RSUs and 323,002 shares of our common stock issuable upon the exercise of stock options. |
| (3) | The weighted average exercise price relates only to stock options. The calculation of the weighted average exercise price does not include outstanding equity awards that are received or exercised for no consideration. |
| (4) | Consists of shares of our common stock available for future stock-based awards under our 2020 Omnibus Incentive Plan which may include, at the discretion of our Compensation Committee or Board of Directors, non-qualified stock options, incentive stock options, stock appreciation rights, restricted stock units, restricted stock, limited liability company interests in our primary operating company (ZoomInfo Holdings LLC), performance-based awards and other equity-based awards. |
OWNERSHIP OF SECURITIES
The following table sets forth information regarding the beneficial ownership of shares of our common stock as of March 10, 2023 by (1) each person known to us to beneficially own more than 5% of our outstanding common stock, (2) each of our directors and Named Executive Officers and (3) all of our directors and executive officers as a group. Such information (other than with respect to our directors and executive officers) is based on a review of statements filed with the SEC pursuant to Sections 13(d), 13(f) and 13(g) of the Exchange Act with respect to our common stock.
The percentage of beneficial ownership of shares of our common stock is based on 404,565,488 shares of common stock outstanding as of March 10, 2023. Unless otherwise noted, the address for each of the beneficial owners listed below is 805 Broadway Street, Suite 900, Vancouver, Washington 98660.
| | | | | | | | |
| Name of Beneficial Owner | Number of Shares Beneficially Owned(1) | Percentage of Shares Beneficially Owned(1) |
Capital World Investors(2) | 43,215,348 | 10.7% |
Investment Funds affiliated with Carlyle(3)(10) | 36,662,469 | 9.1% |
Morgan Stanley(4) | 25,523,563 | 6.3% |
TA Associates(5)(10) | 23,300,086 | 5.8% |
Vanguard Group Inc.(6) | 30,176,182 | 7.5% |
Wellington Management Group LLP(7) | 25,045,153 | 6.2% |
Kirk Brown(8)(10) | 20,993,943 | 5.2% |
Henry Schuck(9)(10) | 29,280,348 | 7.2% |
Peter Cameron Hyzer(11) | 1,202,403 | * |
Chris Hays(12) | 611,546 | * |
Nir Keren(13) | 1,258,572 | * |
| Todd Crockett | 256,843 | * |
| Mitesh Dhruv | 26,149 | * |
| Keith Enright | 15,837 | * |
| Ashley Evans | ― | ― |
| Alison Gleeson | ― | ― |
| Mark Mader | 7,143 | * |
| Patrick McCarter | ― | ― |
| D. Randall Winn | 1,543,757 | * |
Directors and executive officers as a group (12 persons)(14) | 32,944,026 | 8.1% |
*Represents less than 1%.
(1)The number of shares are those beneficially owned, as determined under the rules of the SEC, and such information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which a person has sole or shared voting power or investment power and any shares which the person has the right to acquire within 60 days through the exercise of any option, warrant or right, through conversion of any security or pursuant to the automatic termination of a power of attorney or revocation of a trust, discretionary account or similar arrangement. Percentages are calculated in accordance with applicable SEC rules and are based on the number of shares issued and outstanding on March 10, 2023.
(2)Based solely on information contained in a Schedule 13G/A filed with the SEC on February 13, 2023 by Capital World Investors (“CWI”) in which CWI reported that it has sole voting power over 43,215,302 shares of our common stock and sole dispositive power over 43,215,348 shares of our common stock. According to the schedule, CWI is a division of Capital Research and Management Company ("CRMC"), as well as its investment management subsidiaries and affiliates Capital Bank and Trust Company, Capital International, Inc., Capital International Limited, Capital International Sarl, Capital International K.K., Capital Group Private Client Services, Inc., and Capital Group Investment Management Private Limited (together with CRMC, the "investment management entities"). CWI's divisions of each of the investment management entities collectively provide investment management services under the name "Capital World Investors." The principal business address of CWI is 333 South Hope Street, 55th Fl, Los Angeles, CA 90071.
(3)Based solely on information contained in a Schedule 13G/A filed with the SEC on February 10, 2023 by certain entities affiliated with The Carlyle Group Inc. Carlyle Partners VI Evergreen Holdings, L.P. (“Carlyle Evergreen”) is the record holder of 16,877,890 shares of common stock. CP VI Evergreen Holdings, L.P. (“CP VI Evergreen” ) is the record holder of 16,784,579 shares of common stock. CP Cayman Opportunities Holdings, L.P. (“CP Cayman Opportunities” and, together with Carlyle Evergreen and CP VI Evergreen, the “Carlyle Investors”) is the record holder of 3,000,000 shares of common stock. The Carlyle Group Inc., which is a publicly traded entity listed on Nasdaq, is the sole shareholder of Carlyle Holdings I GP Inc., which is the sole member of Carlyle Holdings I GP Sub L.L.C., which is the general partner of Carlyle Holdings I L.P., which, with respect to the securities held of record by Carlyle Evergreen and CP VI Evergreen, is the managing member of CG Subsidiary Holdings L.L.C., which is the managing member of TC Group, L.L.C., which is the general partner of TC Group Sub L.P., which is the managing member of TC Group VI S1, L.L.C., which is the general partner of TC Group VI S1, L.P., which is the general partner of Carlyle Evergreen and CP VI Evergreen. Accordingly, each of these entities may be deemed to share beneficial ownership of the securities held of record by Carlyle Evergreen and CP VI Evergreen. Each of them disclaims beneficial ownership of such securities. The Carlyle Group Inc. is also the sole member of Carlyle Holdings II GP L.L.C., which is the managing member of Carlyle Holdings II L.L.C., which, with respect to the securities held of record by CP Cayman Opportunities, is the managing member of CG Subsidiary Holdings L.L.C., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole member of TC Group VI, L.L.C., which is the general partner of TC Group VI, L.P., which is the managing member of Flex Credit Acquisition Company, LLC, which is the general partner of CP Cayman Opportunities. Accordingly, each of these entities may be deemed to share beneficial ownership of the shares of Class A Common Stock held of record by CP Cayman Opportunities. Each of them disclaims beneficial ownership of such securities. The principal business office address for each of TC Group Cayman Investment Holdings, L.P., TC Group Cayman Investment Holdings Sub L.P. and CP Cayman Opportunities is c/o Walkers Corporate Limited, 190 Elgin Avenue, George Town, Grand Cayman KY1-9008. The address of each of the remaining entities named in this footnote is c/o The Carlyle Group Inc., 1001 Pennsylvania Avenue, NW, Suite 220 South, Washington, D.C. 20004-2505.
(4)Based solely on information contained in a Schedule 13G filed with the SEC on February 10, 2023 by Morgan Stanley (“MS”) in which MS reported shared voting power over 22,025,862 shares of common stock and shared dispositive power over 25,214,334 shares of common stock. The securities being reported on by MS as a parent holding company are owned, or may be deemed to be beneficially owned, by Morgan Stanley Investment Management Inc., a wholly-owned subsidiary of MS. The principal business address of MS is 1585 Broadway, New York, NY 10036. The principal business office of Morgan Stanely Investment Management Inc. is 522 5th Avenue, 6th Fl., New York, NY 10036.
(5)Based solely on information contained in a Schedule 13G/A filed with the SEC on February 14, 2023 by certain entities affiliated with TA Associates, L.P. Amount beneficially owned reflects (i) 12,512,510 shares of common stock held by TA XI DO AIV, L.P., (ii) 818,250 shares of common stock held by TA XI DO AIV II, L.P., (iii) 3,273,006 shares of common stock held by TA XI DO Feeder, L.P., (iv) 2,160,897 shares of common stock held by TA Atlantic and Pacific VII-A, L.P., (v) 734,109 shares of common stock held by TA AP VII-B DO Subsidiary Partnership, L.P., (vi) 2,936,449 shares of common stock held by TA Atlantic and Pacific VII-B, L.P., (vii) 464,708 shares of common stock held by TA Investors IV, L.P., (viii) 323,014 shares of common stock held by TA SDF III DO AIV, L.P., (ix) 15,427 shares of common stock held by TA SDF III DO AIV II, L.P., and (x) 61,716 shares of common stock held by TA SDF III DO Feeder, L.P. (collectively, the “TA Associates Funds”). TA Associates, L.P. is the ultimate general partner of each of such entity. Investment and voting control of the TA Associates Funds is held by TA Associates, L.P. No stockholder, director, or officer of TA Associates, L.P. has voting or investment power with respect to our shares of common stock held by the TA Associates Funds. Voting and investment power with respect to such shares is vested in a five-person investment committee consisting of the following employees of TA Associates, L.P.: Todd R. Crockett, Jason P. Werlin, Jason S. Mironov, Kurt R. Jaggers, and Jeffrey T. Chambers. The address of each TA Associates Fund is 200 Clarendon Street, 56th floor, Boston, Massachusetts 02116.
(6)Based solely on information contained in a Schedule 13G/A filed with the SEC on February 9, 2023 by The Vanguard Group in which The Vanguard Group reported that it had shared voting power over 216,478 shares of common stock, sole dispositive power over 29,572,204 shares of common stock, and shared dispositive power over 603,978 shares of common stock. The principal business address of The Vanguard Group is 100 Vanguard Blvd., Malvern, PA 19355.
(7)Based solely on information contained in a Schedule 13G filed with the SEC on February 6, 2023 by Wellington Management Group LLP (“Wellington”) in which Wellington reported that it had shared voting power with respect to 20,966,487 shares of common stock and shared dispositive power with respect to 25,045,153 shares of common stock. The securities reported as beneficially owned by Wellington, as parent holding company of certain holding companies and of Wellington Management Company LLP - IA, Wellington Management Canada LLC - IA, Wellington Management Singapore Pte LTD - IA, Wellington Management Hong Kong Ltd - IA, Wellington Management International Ltd - IA, Wellington Management Japan Pte Ltd - IA, and Wellington Management Australia Pty Ltd - IA (collectively, the “Wellington Investment Advisers”), are owned of record by clients of the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP controls directly, or indirectly through Wellington Management Global Holdings, Ltd., the Wellington Investment Advisers. Wellington Investment Advisors Holdings LLP is owned by Wellington Group Holdings LLP. Wellington Group Holdings LLP is owned by Wellington. The principal business address of Wellington and its related entities is c/o Wellington Management Company LLP, 280 Congress Street, Boston, MA, 02210.
(8)Based solely on information contained in a Schedule 13G/A filed with the SEC on February 13, 2023. Amount beneficially owned reflects 13,377,329 shares of common stock held directly by DO Holdings (WA), LLC and 7,616,614 shares of common stock held directly by Mr. Brown. DO Holdings (WA), LLC is owned by Messrs. Schuck and Brown. Mr. Brown may be deemed to share voting and dispositive power over the securities held by DO Holdings (WA), LLC. The principal business address of Mr. Brown is c/o Wildwood Law Group, 3915 NE 15th Ave, #362, Portland, OR 97212.
(9)Amount beneficially owned reflects (i) 12,288,001 shares of our common stock held directly by Mr. Schuck, (ii) 2,224,173 shares of common stock held directly by HSKB Funds, LLC (“HSKB”), (iii) 1,028,468 shares of common stock held directly by HSKB Funds II, LLC (“HSKB II”), (iv) 362,377 shares of common stock held by a grantor trust, and (v) 13,377,329 shares of common stock (based solely on information contained in a Schedule 13G/A filed with the SEC on February 13, 2023) held directly by DO Holdings (WA), LLC. HSKB Funds, LLC and HSKB Funds II, LLC are managed by HLS Management, LLC. Mr. Schuck is the sole member of HLS Management, LLC. Mr. Schuck only has an economic interest in 1,848,514 shares of common stock held by HSKB and no economic interest in shares of common stock held by HSKB II. DO Holdings (WA), LLC is substantially owned by Messrs. Schuck and Brown. Mr. Schuck may be deemed to share voting and dispositive power over the securities held by DO Holdings (WA), LLC.
(10)On June 3, 2020, 22C Capital granted an irrevocable proxy in favor of Carlyle, TA Associates, DO Holdings (WA), LLC, HSKB Funds, LLC, and HSKB Funds II, LLC (each a “Proxyholder”) pursuant to which the shares of our common stock held of record by investment funds affiliated with 22C Capital will be voted in favor of the election or removal, as applicable, of any member of our Board of Directors who is properly designated for election to or removal from our Board of Directors by any Proxyholder pursuant to and in accordance with the stockholders agreement. By virtue of the irrevocable proxy, the Proxyholders may be deemed to have shared voting power over the shares held of record by 22C Capital, though the Proxyholders have disclaimed beneficial ownership.
(11)Amount beneficially owned reflects 1,164,261 shares of our common stock and 38,142 shares underlying restricted stock units that vest within 60 days of March 10, 2023.
(12)Amount beneficially owned reflects (i) 610,609 shares of our common stock held directly by Mr. Hays and (ii) 937 LLC units of HSKB Funds II, LLC that vest within 60 days and, upon vesting, will be exchanged for shares of our common stock on a one-for-one basis.
(13)Mr. Keren departed his position in February 2023.
(14)Amount beneficially owned reflects 38,142 RSUs and 937 LLC units of HSKB Funds II, LLC, which are subject to vesting within 60 days of March 10, 2023.
DELINQUENT SECTION 16(a) REPORTS
Section 16(a) of the Exchange Act requires executive officers and directors, a company’s chief accounting officer and persons who beneficially own more than 10% of a company’s common stock, to file initial reports of ownership and reports of changes in ownership with the SEC and the Nasdaq.
Based solely on our review of copies of such reports and written representations from our executive officers, directors, and other beneficial owners of more than ten percent of any class of our equity securities registered pursuant to Section 12 of the Exchange Act, in each case at any time during the prior fiscal year, we believe that such persons or beneficial owners complied with all Section 16(a) filing requirements during 2022, except that (i) HSKB Funds II, LLC filed an amended Form 4 on February 18, 2022 to correct the shares of common stock distributed to one or more employees of the Company or its subsidiaries, as reported in a prior timely filed Form 4; (ii) Mr. Hays filed an amended Form 4 on September 6, 2022 to correct the number shares that were withheld to cover tax liabilities in connection with the vesting of awards reported on a prior timely filed Form 4; and (iii) Sriprasadh Cadambi filed an amended Form 4 on September 6, 2022 to correct the number shares that were withheld to cover tax liabilities in connection with the vesting of awards reported on a prior timely filed Form 4. These amendments to Form 4 filings were required due to administrative error in the initial Form 4 filings.
TRANSACTIONS WITH RELATED PERSONS
Our Board of Directors has adopted a written statement of policy regarding transactions with related persons, which we refer to as our “related person policy.” Our related person policy requires that information about any “related person transaction” (defined as any transaction that is anticipated would be reportable by us under Item 404(a) of Regulation S-K in which we were or are to be a participant and the amount involved exceeds $120,000 and in which any “related person” (as defined in Item 404(a) of Regulation S-K) had or will have a direct or indirect material interest) proposed to be entered into by the Company must be reported to the Company’s General Counsel. The General Counsel will then promptly communicate that information to our Board of Directors or a duly authorized committee of our Board of Directors. Each related person transaction shall either be approved in advance, or ratified after consummation of the transaction, by our Board of Directors or a committee of our Board of Directors composed solely of independent directors who are disinterested. Our Board of Directors has designated the Audit Committee to serve as such committee. It is our policy that directors interested in a related person transaction will recuse themselves from any vote on a related person transaction in which they have an interest.
Our policy also contains a standing approval for transactions with and payments to or from TA Associates, Carlyle and investment funds associated with 22C Capital LLC (“22C Capital”) and/or their respective affiliates (including portfolio companies) (each, a “Sponsor” and, collectively, the “Sponsors”) pursuant to agreements that were in effect at the time of the IPO and certain transactions with or related to the Sponsors, including, without limitation: (1) transactions involving the Company’s securities in which any Sponsor serves as an underwrite, placement agent, initial purchaser, financial advisor or in a similar capacity, and the fees and commissions received by the Sponsor for such services are no greater (on a per security basis) than those received by other underwriters, placement agents, initial purchasers, financial advisors or persons performing in a similar capacity in the transaction or that would be received by an unaffiliated third party; and (2) the purchase or sale of products or services involving any Sponsor, provided that (a) the appropriate officers of the Company reasonably believe the transaction is an arm’s length transaction, (b) the subject products or services are of a type generally made available to other customers of the Sponsor and (c) the aggregate amount involved in such purchase or sale is expected to be less than $5 million over five years.
As used herein, unless otherwise noted or the context requires otherwise:
•“HoldCo Units” refers to the class of units of ZoomInfo HoldCo.
•“OpCo Units” refers to the class of units of ZoomInfo OpCo and does not include Class P Units.
•“Pre-IPO HoldCo Unitholders” refers to the pre-IPO owners that held HoldCo Units immediately prior to the consummation of the IPO.
•“pre-IPO owners” refers, collectively, to the Sponsors, the Founders, and the management and other equity holders who were the owners of ZoomInfo OpCo immediately prior to the Reorganization Transactions (as defined below).
•“Pre-IPO OpCo Unitholders” refers to the pre-IPO owners that held OpCo Units immediately prior to the consummation of the IPO.
The following is a summary of such related person transactions since January 1, 2022 in which the amount involved exceeded or will exceed $120,000.
Stockholders Agreement
In connection with the IPO, we entered into a stockholders agreement with certain affiliates of TA Associates, Carlyle, and our Founders (the “parties to our stockholders agreement”) granting them certain board designation rights so long as they maintain a certain percentage of ownership of our outstanding common stock.
This stockholders agreement requires us to, among other things, nominate a number of individuals for election as our directors at any meeting of our stockholders, designated by TA Associates (each such individual a “TA Designee”), Carlyle (each such individual a “Carlyle Designee”), and the Founders (each such individual a “Founder Designee,” and together with the TA Designee and the Carlyle Designee, the “Stockholder Designees”), such that, upon the election of such individual and each other individual nominated by or at the direction of our Board of Directors or a duly-authorized committee of the Board, as a director of our company, the number of: (A) TA Designees serving as directors of our company will be equal to (i) two (2) directors, if TA Associates beneficially owns at least 15% of the combined voting power of all classes of voting shares, voting together as a single class, as of the record date for the stockholders’ meeting or (ii) one (1) director, if TA Associates continues to own less than 15% but more than 5% of the combined voting power of all classes of voting shares, voting together as a single class, as of the record date for the stockholders’ meeting; (B) Carlyle Designees serving as directors of our company will be equal to (i) two (2) directors, if Carlyle beneficially owns at least 15% of the combined voting power of all classes of voting shares, voting together as a single class, as of the record date for the stockholders’ meeting or (ii) one (1) director, if Carlyle continues to own less than 15% but more than 5% of the combined voting power of all classes of voting shares, voting together as a single class, as of the record date for the stockholders’ meeting; and (C) Founder Designees serving as directors of our company will be equal to one (1) director for so long as the Founders collectively beneficially own at least 5% of the combined voting power of all classes of voting shares, voting together as a single class, as of the record date for the stockholders’ meeting. The authorized number of directors will not increase above nine (or seven or eight in the event one or both of TA Associates and Carlyle loses its right to designate one director) without the consent of TA Associates or Carlyle so long as TA Associates or Carlyle, as applicable, has the right to designate at least one director pursuant to the stockholders agreement. If the number of individuals that TA Associates or Carlyle has the right to designate is decreased because of the decrease in its combined voting power, then the corresponding number of such TA Designee or Carlyle Designee will immediately tender his or her resignation for consideration by the Board and the total number of directors shall be accordingly decreased; provided that the last remaining TA Designee or Carlyle Designee will resign from the Board at the end of his or her then current term. For so long as the stockholders agreement remains in effect and subject to the amended and restated certificate of incorporation, each of the Stockholder Designees may be removed and vacancies filled (subject to the nominating and corporate governance committee determining such designated persons are qualified) only with the consent of the respective Stockholder Designee that designated such individual. Each of TA Associates and Carlyle has the right to designate certain members of the committees of our Board of Directors so long as it has the right to designate at least one director pursuant to the stockholders agreement, subject to applicable law and any applicable independent requirements of the Nasdaq.
Registration Rights Agreement
In connection with the IPO, we entered into a registration rights agreement with certain affiliates of TA Associates, Carlyle, 22C Capital, and the Founders pursuant to which we granted them and their affiliates the right, under certain circumstances and subject to certain restrictions, to require us to register under the Securities Act shares of common stock. Pursuant to the registration rights agreement, affiliates of TA Associates, Carlyle, and 22C Capital that are party to the registration rights agreement are entitled to certain demand registration rights, which require us to register shares of our common stock under the Securities Act held by participating holders and, if requested, to maintain a shelf registration statement effective with respect to such shares. In addition, if we propose to register the offer and sale of our common stock under the Securities Act following the consummation of the IPO, in connection with the public offering of such common stock, the parties to the registration rights agreement are entitled to certain “piggyback” registration rights allowing the holders to include their shares in such registration, subject to certain marketing and other limitations. At any time that a registration statement on Form S-3 is effective, subject to certain limitations, affiliates of TA Associates, Carlyle, and 22C Capital party to the registration rights agreement may make a written request that we register the offer and sale of their shares on such registration statement on Form S-3. Certain affiliates of 22C Capital also have participation rights to participate in any sale by affiliates of Carlyle under certain circumstances. The registration rights agreement also provides that we will pay certain expenses relating to such registrations and indemnify certain parties against certain liabilities which may arise under the Securities Act.
Tax Receivable Agreements
ZoomInfo Intermediate Inc. (formerly known as ZoomInfo Technologies Inc.) entered into two tax receivable agreements. ZoomInfo Intermediate Inc. entered into (i) the Exchange Tax Receivable Agreement with the certain of our Pre-IPO OpCo Unitholders and (ii) the Reorganization Tax Receivable Agreement with the pre-IPO owners that held their interest in us through certain of our Pre-IPO OpCo Unitholders that are taxable as corporations for U.S. federal income tax purposes (the “Blocker Companies”) immediately prior to the consummation of the IPO (such pre-IPO owners, the “Pre-IPO Blocker Holders”). These tax receivable agreements provide for the payment by ZoomInfo Intermediate Inc. or any member of its affiliated, consolidated, combined, or unitary tax group (collectively, the “ZoomInfo Tax Group”) to certain pre-IPO owners and certain Pre-IPO HoldCo Unitholders of 85% of the benefits, if any, that the ZoomInfo Tax Group is deemed to realize (calculated using certain assumptions) as a result of certain tax attributes and benefits covered by the tax receivable agreements. The Exchange Tax Receivable Agreement provides for the payment by members of the ZoomInfo Tax Group to certain Pre-IPO OpCo Unitholders and certain Pre-IPO HoldCo Unitholders of 85% of the benefits, if any, that the ZoomInfo Tax Group is deemed to realize (calculated using certain assumptions) as a result of (i) the ZoomInfo Tax Group’s allocable share of existing tax basis acquired in the IPO and (ii) increases in the ZoomInfo Tax Group’s allocable share of existing tax basis and tax basis adjustments that will increase the tax basis of the tangible and intangible assets of the ZoomInfo Tax Group as a result of sales or exchanges of OpCo Units for shares of common stock after the IPO, and certain other tax benefits, including tax benefits attributable to payments under the Exchange Tax Receivable Agreement. Note that all exchanges of OpCo Units for shares of common stock have been completed to date and no future exchanges will occur. The Reorganization Tax Receivable Agreement provides for the payment by ZoomInfo Intermediate Inc. to Pre-IPO Blocker Holders and certain Pre-IPO HoldCo Unitholders of 85% of the benefits, if any, that the ZoomInfo Tax Group is deemed to realize (calculated using certain assumptions) as a result of the ZoomInfo Tax Group’s utilization of certain tax attributes of the Blocker Companies (including the ZoomInfo Tax Group’s allocable share of existing tax basis acquired in certain reorganization transactions effected in connection with the IPO (the “Reorganization Transactions”), and certain other tax benefits, including tax benefits attributable to payments under the Reorganization Tax Receivable Agreement. The ZoomInfo Tax Group expects to benefit from the remaining 15% of realized cash tax benefits. Estimating the amount of payments made under the tax receivable agreements is by its nature imprecise, insofar as the calculation of amounts payable depends on a variety of factors. The increase in the ZoomInfo Tax Group’s allocable share of existing tax basis and the tax basis adjustments from the exchanges of OpCo Units for shares of common stock, as well as the amount and timing of any payments under the tax receivable agreements, vary depending upon a number of factors, including the timing of the exchanges, the price of shares of our common stock at the time of the exchange, the extent to which such exchanges are taxable, the amount of tax attributes, and the amount and timing of our income.
Note that all exchanges of OpCo Units for shares of common stock have been completed to date and no future exchanges will occur. As of December 31, 2022, the ZoomInfo Tax Group had a liability of $2,978.7 million and $3,056.4 million respectively, related to its projected obligations under the Tax Receivable Agreements. This liability, or portion thereof, becomes payable once the tax attributes under the Tax Receivable Agreements reduces the ZoomInfo Tax Group’s current income tax liability which would have been otherwise due absent such tax attributes. The liability will be reduced to the extent the tax attributes are expected to expire or otherwise cannot be applied to reduce the ZoomInfo Tax Group’s tax liabilities. During the year ended December 31, 2022, we paid a total of $12.2 million pursuant to the Tax Receivable Agreements. For additional information about the Tax Receivable Agreements, see Note 18 - Tax Receivable Agreements to our audited consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2022.
Other Related Person Transactions
Michelle Brewer, our Vice President, Human Resources, is the sister-in-law of Henry Schuck, our Chief Executive Officer. Total compensation paid by the Company to Michelle Brewer, including salary, bonus, and equity compensation, for the year ended December 31, 2022 was approximately $0.3 million.
Hila Nir, our former Chief Product Officer, is the sister-in-law of Nir Keren, our former President, Israel, and Chief Technology Officer. Total compensation paid by the Company to Hila Nir, including salary and equity compensation, for the year ended December 31, 2022 was approximately $0.7 million.
Tax-Related Fees
We paid ongoing tax, accounting, and other administrative expenses on behalf of DO Sub-Holdings, LLC, HSKB Funds, LLC, HSKB Funds II, LLC and DiscoverOrg Management Holdings, LLC, each of which was formed prior to our IPO to hold employee retention equity and is controlled by Mr. Schuck, the amounts of $23,475, $253,016, $6,324 and $11,742, respectively, for the year ended December 31, 2022. The Company also approved similar fees to be paid in the year ending December 31, 2023.
Commercial Transactions with Our Sponsors and Sponsor Portfolio Companies
We provide limited complimentary access to our platform to 22C Capital, Carlyle and TA Associates. We estimate the value of such access provided to each of 22C Capital, Carlyle and TA Associates in 2022 to be approximately $12,500, $12,500 and $25,000, respectively. In addition, we provide our services to TA Associates and the Carlyle Group in the ordinary course of our business. We recorded revenues from TA Associates and The Carlyle Group in 2022 of approximately $366,000 and $107,000, respectively.
Our Sponsors and their affiliates have ownership interests in a broad range of companies. We have entered and may in the future enter into commercial transactions in the ordinary course of our business with some of these companies, including the sale of goods and services and the purchase of goods and services. None of these transactions or arrangements has been or is expected to be material to us.
Indemnification of Directors and Officers
Our amended and restated bylaws provide that we will indemnify our directors and officers to the fullest extent permitted by the DGCL. In addition, our amended and restated certificate of incorporation provides that our directors will not be liable for monetary damages for breach of fiduciary duty to the fullest extent permitted by the DGCL.
There is no pending litigation or proceeding naming any of our directors or officers to which indemnification is being sought, and we are not aware of any pending or threatened litigation that may result in claims for indemnification by any director or officer.