Jeanine Silberblatt
About Jeanine Silberblatt
Jeanine Silberblatt, 47, is an independent Class II director at Zeta Global Holdings, serving since 2022. She brings 20+ years across retail, tech, and finance, with prior leadership roles at Williams-Sonoma (Pottery Barn Teen), Stockwell AI, Sears Holdings, and UBS; she is the Founding Principal of JBS Advisory and serves on the board of Fashion Incubator San Francisco (FiSF). She holds a BS from Delaware State University and an MBA from Harvard Business School. She is designated independent by the Board under NYSE rules and participates in executive sessions led by the Lead Independent Director.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Williams-Sonoma Inc. (Pottery Barn Teen) | Vice President – eCommerce & Digital Marketing | 2020–2023 | Led omnichannel and digital growth initiatives |
| Stockwell AI | VP/GM, Merchandising & Brand Partnerships | 2017–2020 | Drove retail-tech partnerships and brand execution |
| UBS | Fund of funds analyst (early career in finance) | Not disclosed | Investment/analytical foundation |
| Sears Holdings; Reformation | Various roles (omnichannel/retail) | Not disclosed | Retail operating experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| JBS Advisory | Founding Principal | Current | Leads B2B/B2C engagements across the marketing ecosystem |
| Fashion Incubator San Francisco (FiSF) | Board Member | Current | Non‑profit; focus on sustainable/ethical designers |
Board Governance
- Independence and leadership: The Board determined Silberblatt is independent under NYSE rules; independent directors meet in executive session regularly, with Robert H. Niehaus serving as Lead Independent Director.
- Attendance: In 2024 there were seven Board meetings; each director attended at least 75% of Board and relevant committee meetings. All eight directors attended the 2024 annual shareholder meeting.
- Committee assignments (2024): Member, Nominating & Corporate Governance Committee (met once in 2024). She is not on Audit (5 meetings) or Compensation (1 meeting).
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Nominating & Corporate Governance | Member | 1 | Oversees board composition, governance policies, and director searches |
| Audit | Not a member | 5 | Financial reporting oversight (Niehaus Chair) |
| Compensation | Not a member | 1 | Executive/director pay oversight (Landman Chair) |
Governance context: Zeta maintains a combined Chair/CEO structure, offset by a Lead Independent Director and regular executive sessions. Risk oversight is distributed across Audit (including cyber), Compensation, and Nominating & Governance committees.
Fixed Compensation
| Component (Director, 2024) | Amount (USD) |
|---|---|
| Annual cash retainer | $100,000 |
| Committee/meeting fees | Not disclosed (none specified) |
| Other cash | $0 (no other amounts disclosed) |
| Total Cash | $100,000 |
Director compensation program (structure): Non‑employee directors receive an annual $100,000 cash retainer and an annual $150,000 restricted stock grant (RS) each July 1; directors may elect RS in lieu of quarterly cash retainer. RS vest 25% on the first anniversary, then 25% on each Oct 1, Jan 1, and Apr 1 thereafter; RS accelerate upon change of control.
Performance Compensation
| Equity Component (Director, 2024) | Grant Date/Policy | Value | Vesting/Terms |
|---|---|---|---|
| Annual Restricted Stock | Policy: July 1 each year | $150,000 | 25% at first anniversary; 25% each Oct 1/Jan 1/Apr 1 thereafter; CoC acceleration |
- No performance‑conditioned equity, stock options, PSUs, or meeting fees are disclosed for directors; awards are time‑based restricted stock.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public company boards | None disclosed for Silberblatt |
| Non‑profit/academic/private boards | Board member, Fashion Incubator San Francisco (FiSF) |
| Interlocks with Zeta competitors/customers/suppliers | None disclosed |
| Prior public company boards | None disclosed |
Expertise & Qualifications
- Domain expertise: Omnichannel retail, eCommerce, brand partnerships, marketing, and AI‑enabled retail tech; early finance training (fund of funds).
- Education: BS, Delaware State University; MBA, Harvard Business School.
- Board qualification emphasis: Marketing executive experience applicable to Zeta’s go‑to‑market and client engagement.
Equity Ownership
| Item | Detail |
|---|---|
| Total beneficial ownership (as of 4/17/2025) | 60,933 Class A shares (includes 8,241 restricted) |
| Ownership as % of outstanding | <1% (Class A) |
| Unvested director RS outstanding (12/31/2024) | 17,023 shares |
| Hedging/pledging | Company prohibits hedging and pledging; no exceptions approved to date |
| Section 16 compliance | No late filings disclosed for Silberblatt in 2024 (one late Form 4 noted for another director) |
Governance Assessment
-
Signals of effectiveness and alignment
- Independent director with relevant marketing/eCommerce expertise; serves on Nominating & Governance, supporting board refreshment and governance policy.
- Strong engagement indicators: ≥75% attendance at Board/committee meetings; full Board attendance at 2024 annual meeting.
- Pay structure aligns with shareholder outcomes via equity retainer (time‑vested RS) and optional equity in lieu of cash; unvested holdings reinforce alignment.
-
Potential conflicts and related‑party exposure
- No related‑party transactions involving Silberblatt disclosed in 2024–2025; director repurchases involved other directors.
- Anti‑hedging and anti‑pledging policies reduce misalignment/insider risk; no exceptions approved.
-
Board and voting context (relevant to governance risk)
- Zeta has dual‑class shares; CEO David Steinberg controls 53.7% of total voting power through Class B, which may limit minority influence despite independent board composition.
- Lead Independent Director and independent committee structure mitigate, but do not eliminate, control‑related risks.
Appendix: Director Compensation Detail (2024)
| Item | Amount |
|---|---|
| Fees Earned or Paid in Cash | $100,000 |
| Stock Awards (grant‑date fair value) | $150,000 |
| All Other Compensation | $0 |
| Total | $250,000 |
Unvested Restricted Shares at 12/31/2024: 17,023
Appendix: Committee Matrix (2024)
| Director | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| Jeanine Silberblatt | X |
Nominating & Corporate Governance Committee met once in 2024; Silberblatt is a member.
Notes on Say‑on‑Pay and Compensation Governance (context)
- 2024 say‑on‑pay received majority support; Board holds annual say‑on‑pay votes.
- Compensation Committee retained FW Cook as an independent consultant; no conflicts disclosed.
- Company maintains a Dodd‑Frank compliant clawback policy; prohibits hedging/pledging; no exceptions approved.