William Royan
About William Royan
Independent director at Zeta Global Holdings Corp. (ZETA) since 2017; age 56. Founding Partner of Markets Infrastructure Partners and Founding Partner & Chair of the Investment Committee at GPI Capital, with prior senior roles at BTG Pactual and Ontario Teachers’ Pension Plan. Education: Bachelor of Commerce, University of Calgary; MBA, University of Chicago .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| BTG Pactual (predecessor group) | Global Managing Partner and Chief Investment Officer | Not disclosed | — |
| Ontario Teachers’ Pension Plan | Head of Relationship Investing | Not disclosed | — |
| TMX Group | Director; chaired Governance Committee | Not disclosed | Chaired Governance Committee |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Markets Infrastructure Partners | Founding Partner | Current | Specialist focus: trading platforms, post-trade, data, payments, asset/wealth management |
| GPI Capital | Founding Partner; Chair of Investment Committee | Current | Structured equity and growth investing |
| Sun Hung Kai | Director | Current | Hong Kong-based financial institution; alt investments & wealth management |
Board Governance
- Independence: Board-determined independent under NYSE listing requirements .
- Committee assignments: Audit Committee member; committee met 5 times in 2024 .
- Chair roles: None (Audit Chair is Robert Niehaus) .
- Board attendance: There were 7 Board meetings in 2024; each director attended at least 75% of Board and applicable committee meetings; all eight directors attended the 2024 annual meeting .
- Lead Independent Director: Robert H. Niehaus; executive sessions of non-management directors held regularly, and independent-only at least annually .
Fixed Compensation
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $100,000 | Standard retainer for non-employee directors |
| Equity grant (restricted stock) | $150,000 | Annual grant on July 1; time-based vesting; accelerated upon change in control |
| Total 2024 director compensation | $250,000 | Fees + stock awards |
Program terms:
- Non-employee directors receive $100,000 annual cash retainer (payable quarterly) and $150,000 in restricted stock annually; optional election to receive retainer in restricted shares; restricted stock vests 25% on the first anniversary, then quarterly installments; accelerated vesting upon change in control .
Performance Compensation
- Zeta does not use performance-based pay (e.g., PSUs, options) for non-employee directors; director equity is time-based restricted stock without performance metrics .
Other Directorships & Interlocks
| Company | Sector/Relation to ZETA | Interlock/Conflict Assessment |
|---|---|---|
| Sun Hung Kai | Financial services | No ZETA-related transactions disclosed; low interlock risk based on proxy disclosures |
| TMX Group (former) | Market infrastructure | Former director; no current ZETA transactions disclosed |
| BTG Pactual (former) | Financial services | Former director; no ZETA transactions disclosed |
Expertise & Qualifications
- Deep financial services and markets infrastructure experience; structured equity and growth investing background .
- Audit Committee financial expert (Board determined all Audit members meet Item 407(d)(5) criteria) .
- Education: BComm (University of Calgary), MBA (University of Chicago) .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership (Class A common) | 60,933 shares | 52,692 Class A + 8,241 restricted Class A; <1% of Class A; no Class B |
| % of shares outstanding | <1% | Noted as less than one percent in proxy table |
| Unvested restricted shares outstanding (12/31/2024) | 17,023 shares | As of FYE 2024 |
| Hedging/Pledging policy | Prohibited; no exceptions to date | Anti-hedging/pledging policy applies to directors; no approved exceptions |
Governance Assessment
- Board effectiveness: Financial expert on Audit Committee enhances oversight of accounting, controls, and related-party approvals, aligning with investor expectations for robust risk oversight .
- Independence & engagement: NYSE-independent; met attendance thresholds; participated in a Board with regular executive sessions and a designated Lead Independent Director, supporting independent oversight .
- Pay and alignment: Standard director package skewed to equity ($150k vs $100k cash) supports alignment; no performance-contingent pay or options reduces risk of short-termism .
- Ownership signal: Modest personal stake (<1%) typical for outside directors; presence of unvested restricted stock maintains ongoing alignment, with anti-hedging/pledging safeguards .
- Conflicts/related-party exposure: No related-party transactions involving Royan disclosed for 2024–2025; Audit Committee (which includes Royan) reviews such transactions under policy .
- RED FLAGS: None identified specific to Royan. No hedging/pledging exceptions; no related-party deals; satisfactory attendance; independent status affirmed .
Section 16 Compliance (Insider Filings)
| Person | Late Filings in 2024 | Notes |
|---|---|---|
| William Royan | None reported | Only one late Form 4 in 2024 was by Niehaus; no late filings indicated for Royan |
Overall signal: An independent, financially sophisticated director with audit oversight experience and no disclosed conflicts, supporting investor confidence in board governance and risk controls .