Jené Elzie
Director at ZETA
Board
About Jené Elzie
Independent Class I director at Zeta Global since 2021; age 51. Veteran sports and entertainment executive with three decades in marketing and growth roles (NBA, Golf Channel, Comcast/NBCUniversal, Fox Sports). Currently Chief Marketing Officer at Dunes Point Capital (since 2023); prior Chief Growth Officer at Athletes First Partners (2018–2022). Education: BA in Economics and MA in Sociology from Stanford University. Also serves on the board of Invited (ClubCorp) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| National Basketball Association | Vice President, International Marketing | 2013–2018 | Drove global brand and market expansion |
| Athletes First Partners | Chief Growth Officer | 2018–2022 | Commercial growth across sports properties (NBPA, NBRPA, USOPC) |
| Golf Channel; Comcast/NBCUniversal; Fox Sports | Executive roles (marketing) | Not disclosed | Deep media/sports marketing expertise |
External Roles
| Organization | Role | Status | Notes |
|---|---|---|---|
| Dunes Point Capital | Chief Marketing Officer | 2023–present | Private equity CMO; brand and go-to-market oversight |
| Invited (ClubCorp) | Director | Current | Private clubs operator; board service (committee roles not disclosed) |
Board Governance
- Independence: The Board determined Ms. Elzie is independent under NYSE rules .
- Class/Term: Class I director; nominated for re-election at 2025 annual meeting to serve until 2028 .
- Committee assignments (2024):
- Compensation Committee – Member; the committee met once in 2024 and retains an independent advisor (FW Cook) .
- Nominating & Corporate Governance Committee – Chair; the committee met once in 2024 .
- Board activity and engagement:
- Board met 7 times in 2024; each director attended at least 75% of board and relevant committee meetings .
- All eight directors attended the 2024 annual meeting .
- Executive sessions held regularly; independent-only sessions at least annually; Lead Independent Director is Robert H. Niehaus .
Fixed Compensation
| Component (Director) | Amount | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard non-employee director retainer (paid quarterly) |
| Committee chair/member fees | Not disclosed | Program does not list incremental chair/member fees |
| Meeting fees | None disclosed | Not referenced in program |
Performance Compensation
| Equity Component (Director) | Grant Value | Grant/vesting terms | Change-in-control treatment |
|---|---|---|---|
| Annual restricted stock (time-based) | $150,000 | Granted July 1 each year; vests 25% on first anniversary, then 25% each Oct 1, Jan 1, Apr 1 thereafter, subject to continued service | Accelerated vesting upon change in control |
| Unvested restricted shares (as of 12/31/24) | 17,023 sh | Balance outstanding at year-end | — |
- No performance-conditioned director equity awards; director equity is time-based restricted stock with the vesting schedule above .
Other Directorships & Interlocks
| Company | Type | Interlock/Conflict Notes |
|---|---|---|
| Invited (ClubCorp) | Private company | No public company interlocks disclosed; Zeta reported no compensation committee interlocks involving its executive officers in 2024 |
Expertise & Qualifications
- Marketing, brand and growth leadership across sports and media (NBA, Comcast/NBCU, Fox Sports), relevant to Zeta’s go-to-market and enterprise client engagement .
- PE portfolio marketing leadership (CMO at Dunes Point Capital) supports value creation and commercial rigor .
- Advanced education (Stanford BA Economics; MA Sociology) complements data-driven marketing and consumer insights .
Equity Ownership
| Metric | Amount | Detail |
|---|---|---|
| Beneficial ownership (Class A) | 56,616 sh | <1% of Class A outstanding; table indicates “*” for <1% |
| Breakdown | 48,375 sh direct; 8,241 sh restricted | Per beneficial ownership footnote |
| Unvested director restricted shares | 17,023 sh | Unvested at 12/31/24 |
| Hedging/pledging | Prohibited; no exceptions approved to date | Insider Trading Policy bans hedging and pledging; no exceptions granted |
Related Party Transactions (Conflict Screening)
| Date(s) | Transaction | Size | Notes |
|---|---|---|---|
| Mar 7, 2024; Jul 1, 2024; Apr 9, 2025 | Issuer share repurchases from Director (Jené Elzie) at closing price | Aggregate 24,351 sh; approx. $0.3 million | Conducted under related person transaction policy overseen by Audit Committee |
Governance note: While issuer repurchases from insiders can raise optics questions, Zeta discloses Audit Committee review under its Related Person Transaction Policy (arm’s-length terms, extent of director interest considered) .
Compensation Committee Oversight (Context for her role)
- 2024 Compensation Committee members: William Landman (Chair), Robert Niehaus, and Jené Elzie; all meet NYSE heightened independence standards; charter authorizes use of independent advisors .
- Independent consultant FW Cook engaged; committee evaluated consultant independence and reported no conflicts; peer group and program design practices described in detail in CD&A .
- Committee met once in 2024; Board asserts compensation risk programs are not reasonably likely to have a material adverse effect .
Governance Assessment
-
Strengths
- Independent director; chairs Nominating & Corporate Governance and serves on Compensation—positions central to board composition, refreshment, and pay oversight .
- Strong engagement indicators: met attendance expectations; board and committee structure with regular executive sessions and a designated Lead Independent Director .
- Clean Section 16 record for 2024 (no late filings reported for her) .
- Alignment policies: anti-hedging and anti-pledging with no exceptions, supporting long-term shareholder alignment .
- Director pay structure is simple and primarily equity plus cash retainer; no meeting fees or option grants that could skew incentives .
-
Watch items / potential red flags
- Related-party repurchases (24,351 shares; ~$0.3m) may draw optics scrutiny, though governed by policy and Audit Committee review; investors may ask about rationale and frequency .
- Committee cadence: Compensation and Nominating & Governance each met once in 2024; depending on strategic needs, investors may seek confirmation of between-meeting oversight and workload given Zeta’s growth and evolving compensation programs .
- Dual-class structure concentrates voting control (Class B at 10 votes/share; Class B holders held 53.2% of total voting power as of record date), limiting minority holders’ influence on director elections and removals prior to the “Sunset Date” .
-
Overall view: Governance posture around independence, committee leadership, and alignment policies is supportive of investor confidence; the disclosed related-party repurchases should be monitored for frequency and rationale, and committee workload may merit continued attention as the company scales .
Appendix: Directors’ Compensation Snapshot (2024 – Ms. Elzie)
| Item | 2024 Amount |
|---|---|
| Cash fees | $100,000 |
| Stock awards (grant-date fair value) | $150,000 |
| Total | $250,000 |
| Unvested director restricted shares (12/31/24) | 17,023 sh |
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