Imran Khan
Director at ZETA
Board
About Imran Khan
Imran Khan (age 47) has served as a Class III director of Zeta Global Holdings Corp. since 2024. He is the Founder and Chief Investment Officer of Proem Asset Management LP (since 2019), Chairman and co‑founder of Verishop, and previously served as Chief Strategy Officer at Snap Inc. (2015–2018), Head of Global Internet Investment Banking at Credit Suisse (2011–2015), and Managing Director/Head of Global Internet Research at JPMorgan Chase; he holds a BSBA in Finance & Economics from the University of Denver .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Snap Inc. | Chief Strategy Officer | 2015–2018 | Oversaw corporate strategy, revenue, operations, partnerships |
| Credit Suisse | MD, Head of Global Internet Investment Banking | 2011–2015 | Led major tech IPOs (e.g., Alibaba) |
| JPMorgan Chase | MD, Head of Global Internet Research | Prior to Credit Suisse | Led global internet research |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Proem Asset Management LP | Founder & Chief Investment Officer | 2019–present | Tech-focused investment firm |
| Verishop | Chairman & Co‑founder | n/a–present | Ecommerce enablement platform |
| Dave Inc. | Director | n/a–present | Public company board seat |
Board Governance
- Board classification: Class III director (term to expire at the 2027 Annual Meeting) .
- Independence: Board determined Khan is independent under NYSE rules .
- Committees: Audit Committee member; Nominating & Corporate Governance Committee member .
- Audit committee financial expertise: Board determined each Audit member, including Khan, is an “audit committee financial expert” under Item 407(d)(5) .
- Lead Independent Director: Robert H. Niehaus; presides executive sessions .
- Attendance: In 2024, the Board held 7 meetings; each director attended ≥75% of aggregate Board and committee meetings during their service period; all eight directors attended the 2024 annual meeting (including Khan) .
- Committee meeting cadence (2024): Audit (5), Nominating & Corporate Governance (1), Compensation (1) .
Fixed Compensation
| Component | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 100,000 | Paid quarterly; pro-rated for partial year service |
| Annual equity award (restricted stock) | 150,000 | Granted July 1 each year; vesting schedule below |
| 2024 cash fees actually paid (Khan) | 53,571 | Pro-rated for partial year service |
| 2024 stock awards (Khan) | 150,000 | Restricted stock grant value |
| Other 2024 compensation (Khan) | 114,660 | 13,000 restricted shares granted 1/1/2024 for advisory board service pre‑election |
| 2024 total director compensation (Khan) | 318,231 | Sum of above |
Performance Compensation
| Equity Grant Type | Standard Grant Date | Vesting Schedule | Change-in-Control |
|---|---|---|---|
| Annual restricted stock (directors) | July 1 | 25% on 1st anniversary; then 25% each Oct 1, Jan 1, Apr 1 thereafter; accelerated on CIC | |
| Cash retainer in stock (optional) | Quarterly | 25% after 1 year; remaining 75% in 4 equal quarterly installments beginning 1 year after grant |
Note: Zeta’s director program uses time‑vested restricted stock; no director PSUs/options or performance metrics are disclosed for directors .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| Dave Inc. | Director | No related‑party transactions with Dave disclosed |
| Proem Asset Management Master Fund LP | Beneficial holder of Zeta shares | Khan is managing member of the investment manager; fund beneficially owns 55,000 Zeta Class A shares |
Expertise & Qualifications
- Technology and capital markets expertise from senior roles at Snap, Credit Suisse, and JPMorgan .
- Investment leadership as CIO of Proem Asset Management .
- Ecommerce operational and board experience via Verishop and Dave Inc. .
- Audit committee financial expertise designation supports financial oversight effectiveness .
Equity Ownership
| Holder | Shares | Type | Ownership % | Notes |
|---|---|---|---|---|
| Imran Khan (beneficial total) | 76,241 | Class A | <1% | Aggregate beneficial ownership |
| Imran Khan (direct) | 13,000 | Class A | <1% | Directly held |
| Imran Khan (restricted) | 8,241 | Restricted Class A | <1% | Unvested restricted shares |
| Proem Investments Master Fund LP | 55,000 | Class A | <1% | Beneficially held; Khan is managing member of investment manager |
| Unvested restricted shares (Khan) | 10,612 | Restricted Class A | n/a | Unvested at 12/31/2024 |
Policy alignment:
- Anti‑hedging: Directors prohibited from hedging Company securities .
- Pledging: Prohibited absent limited pre‑approved exceptions; no exceptions approved to date .
Shareholder Voting Signals (2024)
| Proposal | For | Against | Abstain | Broker Non‑Votes |
|---|---|---|---|---|
| Election of Imran Khan (Class III) | 416,379,811 | 831,607 | — | 20,916,090 |
| Ratification of auditor (Deloitte) | 437,900,342 | 54,157 | 173,009 | — |
| Say‑on‑Pay (advisory) | 352,583,491 | 64,176,206 | 451,721 | 20,916,090 |
| Say‑on‑Frequency | One year: 414,456,256; Two years: 40,245; Three years: 2,035,504; Abstain: 679,413; Broker Non‑Votes: 20,916,090 |
Governance Assessment
- Board effectiveness: Khan’s dual committee service (Audit; Nominating & Corporate Governance) and “financial expert” status strengthen oversight in financial reporting and director selection/governance design .
- Independence & engagement: Board affirmed independence; attendance expectations met (≥75%); Audit met five times, providing robust engagement cadence .
- Compensation alignment: Director pay uses standard cash retainer and time‑vested restricted stock; Khan’s 2024 pay was pro‑rated and includes advisory board RSUs pre‑election; no performance‑based director equity disclosed .
- Ownership alignment: Beneficial ownership is modest; anti‑hedging/pledging policy reduces misalignment risk; no share pledging exceptions to date .
- Investor confidence: Very strong election support (416.4M “For” votes); annual Say‑on‑Pay continued; Say‑on‑Pay majority approval indicates overall compensation program acceptance .
Potential conflicts (monitoring items)
- Proem Master Fund LP holds 55,000 Zeta shares while Khan serves on Zeta’s Board and is CIO/managing member of the investment manager; although Board affirms independence and no related‑party transactions involving Khan are disclosed, investors should monitor for any future transactions or decisions that could present conflicts .
RED FLAGS: None disclosed specific to Khan—no related‑party transactions, no hedging/pledging exceptions, and no delinquent Section 16 filings noted for 2024 (one late Form 4 was for Niehaus) .
Committee Membership Change (context)
- 2024 proxy committee lineup (pre‑election): Khan listed as independent nominee; Audit was Niehaus/Royan/Landman; Nominating was Sculley/Elzie/Landman .
- 2025 proxy reflects Khan added to Audit and Nominating & Corporate Governance committees post‑election .