Robert Niehaus
About Robert H. Niehaus
Independent director at Zeta Global Holdings Corp. since 2012; age 69; Lead Independent Director, Audit Committee Chair, and member of the Compensation Committee. Background includes over 30 years in private equity; Founder and Co‑Managing Partner of GCP Capital Partners (and predecessor Greenhill Capital Partners) since 2000; Chairman of Iridium Communications; prior director at Heartland Payment Systems; BA (Princeton) and MBA (Harvard Business School) .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Greenhill Capital Partners / GCP predecessor | Chairman; led Investment Committees | Since 2000 | Governance and investment oversight |
| Heartland Payment Systems | Director | Previously | Board oversight at payments technology company |
External Roles
| Organization | Role | Status | Committees/Impact |
|---|---|---|---|
| GCP Capital Partners LLC | Founder and Co‑Managing Partner | Current | Private equity leadership and investment oversight |
| Iridium Communications Inc. | Chairman | Current | Board leadership at satellite communications company |
Board Governance
- Independence: The Board determined Niehaus is independent under NYSE listing requirements .
- Leadership: Serves as Lead Independent Director and presides over executive sessions of independent directors .
- Committee assignments: Audit Committee Chair; Compensation Committee member; not on Nominating and Corporate Governance Committee .
- Meeting cadence and attendance: Board met 7 times in 2024; each director attended at least 75% of Board and applicable committee meetings; all eight directors attended the 2024 annual meeting .
- Audit committee activity and expertise: Audit Committee met five times in 2024; Board determined all members (including Niehaus) are “audit committee financial experts” per Item 407(d)(5) of Regulation S‑K .
- Risk oversight: Audit Committee oversees financial and cybersecurity risks; Nominating committee manages independence and potential conflicts; Compensation Committee oversees compensation‑related risks .
Committee Assignments
| Committee | Role | 2024 Meetings | Notes |
|---|---|---|---|
| Audit | Chair | 5 | Financial expert designation |
| Compensation | Member | 1 | Independent under NYSE heightened standards |
| Nominating & Corporate Governance | Not a member | 1 | Nominating committee chaired by Jené Elzie |
Fixed Compensation (Director)
| Component | 2024 Amount (USD) |
|---|---|
| Annual cash retainer | $100,000 |
| Annual equity (restricted stock grant) | $150,000 |
| Total | $250,000 |
Director compensation program: non‑employee directors receive an annual $150,000 restricted stock grant (July 1) and an annual $100,000 cash retainer; restricted shares vest 25% on first anniversary, then 25% on Oct 1/Jan 1/Apr 1 thereafter; accelerated on change in control. Directors may elect restricted shares in lieu of quarterly cash retainer .
Performance Compensation
- No performance‑based compensation is disclosed for non‑employee directors; equity is time‑vested restricted stock rather than PSUs for directors .
Other Directorships & Interlocks
| Company | Exchange/Type | Role | Interlocks/Notes |
|---|---|---|---|
| Iridium Communications Inc. | Public (satellite communications) | Chairman | No Zeta interlock disclosed |
| Heartland Payment Systems | Public (payments) | Former Director | Prior role; no current interlock disclosed |
Expertise & Qualifications
- Audit/financial expertise: Identified by Board as an “audit committee financial expert” .
- Private equity and governance: 30+ years in investment/private equity; leadership at GCP/Greenhill Capital Partners .
- Education: BA in international affairs (Princeton); MBA (Harvard Business School) .
Equity Ownership
| Metric | Amount | As of |
|---|---|---|
| Beneficial ownership (Class A shares) | 308,558 shares (less than 1%) | April 17, 2025 |
| Unvested restricted shares outstanding | 66,846 shares | December 31, 2024 |
- Anti‑hedging/pledging: Company policy prohibits hedging and pledging by directors; no exceptions approved to date .
- Insider trading compliance: Company maintains an Insider Trading Compliance Policy; enforcement through monitoring and filings .
Insider Trades and Filings
| Date | Filing | Details |
|---|---|---|
| Nov 19, 2024 | Form 4 (late filing) | One transaction dated Aug 8, 2024 was reported late for Niehaus |
Governance Assessment
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Strengths:
- Lead Independent Director with responsibility for executive sessions, supporting independent oversight .
- Audit Committee Chair and SEC‑defined financial expert; Audit Committee met five times in 2024, underscoring active financial oversight .
- Independence affirmations, and attendance at least meeting 75% threshold; Board and committee engagement appears adequate .
- Anti‑hedging/pledging policy with no exceptions; alignment mechanisms via annual equity grants (restricted stock) .
- Audit Committee pre‑approves related party transactions and reviews independence of auditors; structured governance practices .
-
Potential risks / RED FLAGS:
- One late Section 16 Form 4 filing noted for Niehaus (Nov 19, 2024; transaction dated Aug 8, 2024), a modest compliance lapse .
- Significant external commitments (Chairman of Iridium; PE firm Co‑Managing Partner) could pose time‑commitment considerations; no overboarding concerns disclosed, but should be monitored by investors .
- No explicit director stock ownership guidelines disclosed in the proxy; alignment relies on recurring restricted stock grants and anti‑hedging/pledging policy .
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Related‑party exposure:
- Company reported director‑related repurchases with Landman, Elzie, and Sculley; no Niehaus‑related transactions disclosed, and all related‑party transactions are subject to Audit Committee review under a written policy .
Overall, Niehaus’ governance profile combines independent leadership (Lead Independent Director), deep financial oversight (Audit Chair, financial expert), and regular equity participation designed to align interests, offset by a minor filing lapse and notable external roles that warrant routine monitoring for capacity and conflicts .