Zachary Katz - General Counsel and Head of Global Affairs | Grindr (GRND) Executive Profile & Compensation

About Zachary Katz

Zachary Katz is General Counsel & Head of Global Affairs at Grindr Inc. (GRND), serving since September 2023; he oversees Legal, Privacy, Government Affairs, and Grindr for Equality. He is 48, holds a J.D. from Yale Law School (Editor-in-Chief, The Yale Law Journal) and a B.A. from Yale College, magna cum laude, and previously served in the Obama Administration as FCC Chief of Staff and Chief Counsel . During his tenure, Grindr’s financial profile showed rising scale, with reported FY 2023 revenues of $259.7m and FY 2024 revenues of $344.6m; EBITDA was $91.6m in FY 2023 and $107.2m in FY 2024, with EBITDA margin moving from ~35.3% to ~31.1%* [GetFinancials].

Company Performance During Katz’s Tenure

Metric	FY 2023	FY 2024
Revenues ($USD)	$259,691,000 [GetFinancials]*	$344,636,000 [GetFinancials]*
EBITDA ($USD)	$91,636,000 [GetFinancials]*	$107,165,000 [GetFinancials]*
EBITDA Margin (%)	35.29% [GetFinancials]*	31.10% [GetFinancials]*

Values retrieved from S&P Global.*

Past Roles

Organization	Role	Years	Strategic Impact
Age of Learning, Inc.	Chief Legal & Corporate Affairs Officer + executive roles	2014–2023	Oversaw legal, privacy, government affairs, partnerships, communications, research, and Rakuten JV in Japan .
Federal Communications Commission	Chief of Staff & Chief Counsel	2009–2013	Led agency strategy and operations on behalf of the Chairman; prior service in White House Counsel’s Office .
Munger, Tolles & Olson	Attorney	—	Complex legal practice (corporate/litigation) experience .
U.S. Court of Appeals for the Ninth Circuit	Judicial Clerk	—	Federal appellate clerkship .
Silicon Valley strategy consulting & venture capital firm	Associate	1999–2002	Technology strategy and early-stage investment exposure .

External Roles

Organization	Role	Years	Strategic Impact
The Yale Law Journal Company, Inc.	Board of Directors (as Editor-in-Chief)	During law school	Editorial leadership; governance of journal operations .

Fixed Compensation

Item	2024 Detail
Base Salary	$440,000
Target Bonus %	50% of base salary
Actual Annual Cash Bonus Paid (for 2024 performance; paid Mar 2025)	$550,000 (formulaic plan payout), plus $220,000 incremental discretionary bonus and $1,000 company-wide bonus (aggregate cash bonuses reported in Bonus column = $276,000 including $55,000 sign-on earned in 2024)
Sign-on Bonus	$55,000 (paid in 2023, earned in 2024 after six months service)
All Other Compensation	$14,761 (includes $14,064 company 401(k) match and gross-up for $1,000 company-wide bonus)

Performance Compensation

Annual Cash Bonus Framework (2024)

Metric	Weighting	Target	Actual	Payout	Vesting
Adjusted EBITDA Margin	Not disclosed	≥ 40%	Not disclosed in proxy	Part of $550,000 plan payout	Cash (paid Mar 2025)
YoY Revenue Growth	Not disclosed	≥ 23%	Not disclosed in proxy	Part of $550,000 plan payout	Cash (paid Mar 2025)
Individual Performance Adjustment	N/A	N/A	Applied by Comp Committee	Incremental $220,000 discretionary bonus	Cash (paid Mar 2025)

KPI RSUs (2025)

Grant Type	Value Range	Grant Mechanism	Measurement Period	Vesting / Settlement
Fully vested RSUs upon KPI certification	$250,000–$350,000	RSUs equal to value ÷ 90-day average VWAP preceding Dec 31, 2025	FY 2025 KPIs	Fully vested on grant (subject to continued service through grant date)

In recognition of 2024 contributions under the KPI framework, Katz also received 9,688 fully vested RSUs on March 7, 2025 .

Market Capitalization RSUs (Achievement-Based; Fully Vested on Grant)

Threshold	Daily Avg Market Cap (90 trading days)	RSU Value Tranche	Grant Date	RSUs Granted	Vesting
First GC Threshold	> $2.1B	$756,666 ÷ Avg VWAP	Nov 1, 2024	63,266	Fully vested on grant
Second GC Threshold	> $2.8B	$756,667 ÷ Avg VWAP	Feb 26, 2025	46,082	Fully vested on grant
Third GC Threshold	> $3.5B	$756,667 ÷ Avg VWAP	May 12, 2025	41,897	Fully vested on grant

Equity Ownership & Alignment

Item	Detail
Total Beneficial Ownership (Common Shares)	111,189 shares; <1% of outstanding (196,195,509 shares as of June 4, 2025) .
Vested vs Unvested (as of Dec 31, 2024)	Unvested RSUs: 248,000 under 2023 grant; 280,000 under 2024 grant .
Market/Payout Value of Unvested Awards (12/31/2024)	$4,431,760 (248,000 RSUs); $5,003,600 (280,000 RSUs), based on $17.84 close .
Unearned (Performance) Awards Not Yet Granted	84,506 “market cap” RSU-equivalent shares valued at $1,507,601 as of year-end (issuable upon threshold achievement) .
Ownership Guidelines	Not disclosed in proxy.
Hedging/Pledging	Company policy discourages hedging and requires pre-clearance; pledging/margin use prohibited without pre-clearance .
Shares Pledged	No pledging disclosed for Katz; pledges disclosed for certain directors (Lu, Zage) not applicable to Katz .

Key Vesting Schedules

2023 Time-Based RSUs (310,000 granted; 248,000 unvested at 12/31/2024): Vest annually on September 12 over five years beginning September 12, 2024 .
2024 Time-Based RSUs (280,000 granted): 20% vests on November 11, 2025; remaining vests in equal annual installments over the next four years .
Market Cap RSUs (First/Second/Third GC thresholds): Fully vested on grant dates noted above .
KPI RSUs (2025): Fully vested upon KPI certification (subject to continued service) .

Potential selling pressure: fully vested market-cap RSUs (Nov 2024, Feb 2025, May 2025) and KPI RSUs (Mar 2025) are immediately deliverable, which can create near-term liquidity events for tax withholding or personal diversification .

Employment Terms

Provision	Detail
Role & Start Date	General Counsel & Head of Global Affairs; effective August 22, 2023 offer letter; service since September 2023 .
Base Salary	$440,000 .
Target Bonus	50% of base salary, formulaic plan with corporate and individual goals .
Severance (non-CIC)	Greater of nine months base salary or the then-applicable company-wide severance policy; plus pro-rata annual bonus based on actual results; up to nine months COBRA if eligible .
Change-in-Control	Double-trigger: if terminated without Cause or resigns for Good Reason within 12 months of a qualifying CIC, full acceleration of time-based RSUs .
Clawback	Incentive Compensation Recoupment Policy compliant with Rule 10D-1/NYSE; recovery of erroneously awarded incentive-based comp upon restatement .
Hedging/Pledging Policy	Hedging discouraged and requires pre-clearance; derivatives trading and pledging/margin use prohibited without pre-clearance .
Non-compete/Non-solicit	Not disclosed in proxy.

Investment Implications

Pay-for-performance alignment: Katz’s annual bonus tied to stringent corporate targets (Adjusted EBITDA margin ≥40% and ≥23% YoY revenue growth), with committee discretion for individual impact; 2024 total cash bonus of $550k indicates strong performance against plan .
Retention and CIC economics: Time-based RSUs with long-dated vesting and double-trigger acceleration reduce change-of-control flight risk but preserve performance alignment via ongoing service; severance provides nine months’ cash cushion plus pro-rata bonus .
Potential supply from vested awards: Market-cap RSUs and KPI RSUs vest immediately upon achievement, creating periodic liquidity windows that can increase insider selling pressure for tax and diversification, though pledging is restricted and none disclosed for Katz .
Execution credibility and breadth: Prior senior legal/government affairs leadership (FCC, Age of Learning), privacy/governance remit, and oversight of Grindr for Equality are aligned with GRND’s regulatory and user safety priorities—key levers for platform trust and monetization .

Overall, Katz’s package is weighted to equity with performance and market-cap triggers, supporting alignment with shareholder value creation while hedging/pledging controls and clawback policy mitigate governance risk .