William Landman
Director at ZETA
Board
About William A. Landman
Independent director at Zeta Global since 2008, and current Chair of the Compensation Committee. He is Co‑founder and Managing Principal of MainLine Investment Partners, LLC; Principal and Senior Managing Director of CMS Companies (since 1987); Senior Advisor at Renovus Capital; and Principal/Manager of Merion Residential. He holds a BA and JD from the University of Pittsburgh. Age not disclosed in the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| MainLine Investment Partners, LLC | Co‑founder & Managing Principal | — | Leads investment activities and strategic initiatives |
| CMS Companies | Principal & Senior Managing Director | Since 1987 | Alternative investments leadership |
| Renovus Capital | Senior Advisor | — | Education‑focused SBIC advisor |
| Merion Residential | Principal & Manager | — | Real estate management |
External Roles
| Organization | Role | Public/Private | Notes |
|---|---|---|---|
| MainLine Investment Partners, LLC | Co‑founder & Managing Principal | Private | Investment management |
| CMS Companies | Principal & Senior Managing Director | Private | Alternative investments |
| Renovus Capital | Senior Advisor | Private | Education-oriented SBIC |
| Merion Residential | Principal & Manager | Private | Real estate management |
No other public company directorships for Mr. Landman are disclosed in Zeta’s 2025 DEF 14A.
Board Governance
- Independence: Board determined Landman is independent under NYSE rules.
- Committee assignments: Chair, Compensation Committee; not listed on Audit or Nominating & Governance.
- Committee meeting frequency (2024): Compensation (1 meeting); Audit (5 meetings); Nominating & Governance (1 meeting).
- Board structure and class: Classified board; Landman is a current Class II director.
- Attendance: Board met 7 times in 2024; each director attended at least 75% of Board and committee meetings; all eight directors attended the 2024 annual meeting.
- Executive sessions & leadership: Non‑management directors meet regularly in executive session; independent‑only session at least annually; Robert H. Niehaus is Lead Independent Director.
Fixed Compensation
| Component (Non‑Employee Director) | 2024 Amount |
|---|---|
| Annual Cash Retainer | $100,000 |
| Annual Equity Award (Restricted Shares) | $150,000 |
| Total | $250,000 |
- Retainer settlement election: Landman elected to receive his quarterly cash retainer as restricted shares, vesting 25% at one year, then 75% in four quarterly installments beginning on the first anniversary.
- Retainer-in-stock grants (for 2024 service):
- 2,312 restricted shares on Apr 1, 2024 (Q1 2024)
- 1,416 restricted shares on Jul 1, 2024 (Q2 2024)
- 838 restricted shares on Oct 1, 2024 (Q3 2024)
- 1,389 restricted shares on Jan 1, 2025 (Q4 2024)
Performance Compensation
| Element | Structure | Performance Metrics | Notes |
|---|---|---|---|
| Annual Director Equity | Time‑based restricted shares | None (service‑based vesting) | Accelerated vesting upon a change in control |
| Stock Options | None for non‑employee directors | — | Company states no option awards held by non‑employee directors |
The Compensation Committee has authority to retain independent compensation advisors; all members (including Landman as Chair) meet NYSE heightened independence standards for compensation committees.
Other Directorships & Interlocks
- Compensation Committee interlocks: None disclosed; no member was an officer or employee, and no cross‑director/officer interlocks with other issuers during 2024.
Expertise & Qualifications
- The Board cites Landman’s “longstanding experience in investment and company management” as qualifications for service.
- Professional background spans investment management, alternative assets, and real estate operations.
- Education: BA and JD, University of Pittsburgh.
Equity Ownership
| Holder | Class A Shares | Notes |
|---|---|---|
| William A. Landman (beneficial owner total) | 867,337 | <1% of Class A; as of April 17, 2025 |
| Breakdown: held by spouse (Beth Landman) | 607,165 | Indirect beneficial ownership |
| Breakdown: held directly by Mr. Landman | 241,445 | Direct |
| Breakdown: restricted Class A (held directly) | 18,727 | Unvested |
| Unvested restricted shares at 12/31/2024 | 189,292 | As disclosed in director unvested table |
- Anti‑hedging policy: Directors and entities they control are prohibited from hedging transactions (e.g., collars, swaps, exchange funds).
- Section 16(a) compliance: No late filings attributed to Landman in 2024; one late Form 4 was disclosed for another director (Niehaus).
Insider Transactions (Issuer Repurchases from Director/Affiliates)
| Date | Transaction | Shares | Consideration | Notes |
|---|---|---|---|---|
| Mar 7, 2024 | Company repurchase from Landman/affiliates | — | At closing price | Part of multiple repurchases aggregating 361,934 shares for ~$5.3m |
| May 16, 2024 | Company repurchase from Landman/affiliates | — | At closing price | See above aggregation |
| Dec 12, 2024 | Company repurchase from Landman/affiliates | — | At closing price | See above aggregation |
| Mar 13, 2025 | Company repurchase from Landman/affiliates | — | At closing price | Total for all four: 361,934 shares; ~$5.3m |
Aggregate issuer repurchases from Landman and affiliates since Jan 1, 2024: 361,934 shares for approximately $5.3 million, each at the market closing price on the agreement date. Exact per‑date share splits/prices were not separately itemized.
Governance Assessment
-
Strengths
- Independent director with deep investment experience; Board affirms independence.
- Chair of the Compensation Committee; committee comprised solely of independent directors under heightened NYSE standards.
- High alignment via equity: elected to take retainer in stock; significant unvested holdings versus peers (189,292 unvested shares at 12/31/24).
- Board and committee attendance expectations met (≥75% for 2024) and AGM attendance disclosed.
- Anti‑hedging policy in place.
-
Monitoring Areas / Potential RED FLAGS
- Related‑party transactions: Issuer repurchased ~$5.3m of shares from Landman/affiliates across four agreements (Mar 7, 2024; May 16, 2024; Dec 12, 2024; Mar 13, 2025). While the Audit Committee reviews related‑party deals, repeated director‑related repurchases can raise optics concerns for some investors.
- Committee workload signal: Compensation Committee met once in 2024; investors may scrutinize sufficiency of meetings given oversight scope.
- Governance environment: Dual‑class voting concentrates control with the CEO and affiliates (53.7% voting power as of 12/31/24), potentially limiting minority shareholder influence over director elections and governance changes.
Overall: Landman appears independent with strong investment credentials and meaningful equity alignment, but recurring issuer repurchases from him and comparatively low compensation committee meeting frequency are areas to watch for governance‑sensitive investors.