Document

DEF 14A 1 zi-def14a20220329.htm DEF 14A Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

(Amendment No. )

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:



☐						Preliminary Proxy Statement

☐						Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

☒						Definitive Proxy Statement

☐						Definitive Additional Materials

☐						Soliciting Material Pursuant to §240.14a-12

ZOOMINFO TECHNOLOGIES INC.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

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No fee required

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Fee paid previously with preliminary materials

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Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

March 29, 2022

Dear Stockholder:

Please join us for ZoomInfo Technologies Inc.’s Annual Meeting of Stockholders on Tuesday, May 17, 2022, at 10:00 a.m., Pacific Time. Due to the public health impact of the ongoing coronavirus outbreak (COVID-19) and to support the health and well-being of our stockholders and employees, the Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. You will be able to attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting via a live audio webcast by visiting www.virtualshareholdermeeting.com/ZI2022.

Attached to this letter are a Notice of Annual Meeting of Stockholders and Proxy Statement, which describe the business to be conducted at the meeting. The Notice of Internet Availability of this Proxy Statement and Annual Report and the proxy card are first being sent to stockholders on or March 29, 2022. We urge you to read the accompanying materials regarding the matters to be voted on at the meeting and to submit your voting instructions by proxy. At the Annual Meeting, you will be asked to:

1.Elect one Class II director, to serve until our 2025 annual meeting of stockholders;

2.Ratify the appointment of KPMG LLP as our independent registered public accounting firm for the current fiscal year;

3.Approve, on an advisory, non-binding basis, the frequency of future stockholder non-binding advisory votes on the compensation of our named executive officers; and

4.Approve administrative amendments to governing documents related to our corporate reorganization.

Whether or not you plan to attend the meeting, your vote is important to us. You may vote your shares by proxy on the Internet, by telephone or by completing, signing and promptly returning a proxy card, or you may vote via the Internet at the Annual Meeting. We encourage you to vote by Internet, by telephone or by proxy card in advance even if you plan to attend the Annual Meeting. By doing so, you will ensure that your shares are represented and voted at the Annual Meeting.

BECAUSE APPROVAL OF PROPOSAL NO. 4A REQUIRES THE AFFIRMATIVE VOTE OF AT LEAST TWO-THIRDS OF THE VOTING POWER OF THE SHARES OF STOCK PRESENT IN PERSON OR REPRESENTED BY PROXY AND ENTITLED TO VOTE ON SUCH PROPOSAL, YOUR VOTE IS ESPECIALLY IMPORTANT AT THIS YEAR’S ANNUAL MEETING.

Thank you for your continued support of ZoomInfo Technologies Inc.



						Sincerely,

						Henry Schuck
						Chief Executive Officer and Chairman of the Board of Directors

ZOOMINFO TECHNOLOGIES INC.

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS


TIME			10:00 a.m., Pacific Time, on Tuesday, May 17, 2022

VIRTUAL LOCATION			You can attend the Annual Meeting online, vote your shares electronically and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/ZI2022. You will need to have your 16-Digit Control Number included on your proxy card or the instructions that accompanied your proxy materials in order to join the Annual Meeting.

ITEMS OF BUSINESS			1. To elect the director nominee listed in the Proxy Statement.

			2. To ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2022.

			3. To approve, on an advisory, non-binding basis, the frequency of future stockholder non-binding advisory votes on the compensation of our named executive officers.

			4. To approve administrative amendments to governing documents related to our corporate reorganization, including: •Proposal No. 4A: amend provisions in our amended and restated certificate of incorporation relating to our classes of common stock; and •Proposal No. 4B: remove the pass-through voting provision from our subsidiary’s certificate of incorporation.

			5. To consider such other business as may properly come before the Annual Meeting and any adjournments or postponements thereof.

RECORD DATE			You may vote at the Annual Meeting if you were a stockholder of record at the close of business on March 21, 2022.

VOTING BY PROXY			To ensure your shares are voted, you may vote your shares over the Internet, by telephone or by completing, signing and mailing the proxy card. Voting procedures are described on the following page and on the proxy card.


			By Order of the Board of Directors,

			Anthony Stark
			Secretary and General Counsel March 29, 2022

Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to Be Held on Tuesday, May 17, 2022: This Proxy Statement and our Annual Report are available free of charge at www.proxyvote.com. A list of the stockholders of record at the close of business on March 21, 2022 will also be available electronically during the Annual Meeting at www.virtualshareholdermeeting.com/ZI2022.

PROXY VOTING METHODS

If you were a stockholder of record at the close of business on March 21, 2022, you may vote your shares (i) over the Internet, by telephone or by mail in advance of the Annual Meeting or (ii) over the Internet at the Annual Meeting. You may also revoke your proxies at the times and in the manners described in the General Information section of this Proxy Statement. For shares held through a broker, bank or other nominee, you may submit voting instructions to your broker, bank or other nominee. Please refer to information from your broker, bank or other nominee on how to submit voting instructions.

If you are a stockholder of record, your Internet, telephone or mail vote must be received by 8:59 p.m., Pacific Time, on May 16, 2022 to be counted. If you hold shares through a broker, bank or other nominee, please refer to information from your broker, bank or nominee for voting instructions.

To vote by proxy if you are a stockholder of record:

BY INTERNET


			•						Go to the website www.proxyvote.com and follow the instructions, 24 hours a day, seven days a week.

			•						You will need the 16-digit number included on your proxy card to obtain your records and to create an electronic voting instruction form.

BY TELEPHONE


			•						From a touch-tone telephone, dial 1-800-690-6903 and follow the recorded instructions, 24 hours a day, seven days a week.


			•						You will need the 16-digit number included on your proxy card in order to vote by telephone.

BY MAIL


			•						Mark your selections on the proxy card.


			•						Date and sign your name exactly as it appears on your proxy card.


			•						Mail the proxy card in the enclosed postage-paid envelope provided to you.

YOUR VOTE IS IMPORTANT TO US. THANK YOU FOR VOTING.

Table of Contents


GENERAL INFORMATION			1

PROPOSAL NO. 1—ELECTION OF DIRECTORS			7

Nominee for Election to the Board of Directors in 2022			7
Continuing Members of the Board of Directors			9

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS			11

Director Independence and Independence Determinations			11
Director Nomination Process			12
Change in Controlled Company Status			13
Stockholder Engagement and Governance Practices			13
Board Leadership Structure			15
Compensation Committee Interlocks and Insider Participation			15
Board Diversity Matrix			15
Executive Sessions			16
Communications with the Board			16
Board Committees and Meetings			16
Committee Charters and Corporate Governance Guidelines			19
Code of Business Conduct & Ethics			20
Oversight of Risk Management			20
Anti - Hedging Policy			21
Director Compensation in Fiscal 2021			21

PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM			22

Audit and Non-Audit Fees			22
Pre-Approval Policy for Services of Independent Registered Public Accounting Firm			23

REPORT OF THE AUDIT COMMITTEE			24

PROPOSAL NO. 3—ADVISORY VOTE ON FREQUENCY OF ADVISORY NON-BINDING VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS			25
Advisory Vote on Frequency of Advisory Non-Binding Vote on Compensation of Named Executives Officer			25

PROPOSAL NO. 4—ADMINISTRATIVE AMENDMENTS TO GOVERNING DOCUMENTS RELATED TO OUR REORGANIZATION			26
Proposal 4A —Amend Provisions Relating to Our Classes of Common Stock			27
Proposal 4B —Remove Pass-Through Voting Provisions from the Old ZoomInfo Charter			29

EXECUTIVE OFFICERS OF THE COMPANY			31

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS			32

Executive Summary			32
Executive Compensation Policies and Practices			33
Compensation Process			34
Components of our Compensation Program and 2021 Compensation			35
Other Compensation Policies and Practices			41
Tax and Accounting Considerations			42
Performance-Based Awards under our 2020 Omnibus Incentive Plan			43


Compensation Risk Assessment			43
Compensation Committee Report			44

EXECUTIVE COMPENSATION TABLES			45
Summary Compensation Table			45
Grant s of Plan-Based Award s in Fiscal 2021			46
Outstanding Equity Awards at 2021 Fiscal Year-End			47
Option Exercises and Stock-Vested			48
Employment Agreements and Offer Letter			48
Potential Payments upon Termination or Change in Control			52

EQUITY COMPENSATION PLAN INFORMATION			54

OWNERSHIP OF SECURITIES			55

DELINQUENT SECTION 16(a) REPORTS			57

TRANSACTIONS WITH RELATED PERSONS			58

STOCKHOLDER PROPOSALS FOR THE 2023 ANNUAL MEETING			64

OTHER BUSINESS			65

APPENDIX A: PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION			66

APPENDIX B: PROPOSED OLD ZOOMINFO CHARTER AMENDMENT			79

APPENDIX C: NON-GAAP FINANCIAL MEASURES			80

ZOOMINFO TECHNOLOGIES INC.

805 Broadway Street, Suite 900

Vancouver, Washington 98660

Telephone: (800) 914-1220

PROXY STATEMENT

Annual Meeting of Stockholders

May 17, 2022

GENERAL INFORMATION

Why am I being provided with these materials?

The notice containing instructions on how to access this Proxy Statement and Annual Report and proxy card are first being sent to stockholders on or March 29, 2022. We have delivered these proxy materials to you in connection with the solicitation by the Board of Directors (the “Board” or “Board of Directors”) of ZoomInfo Technologies Inc. (“we,” “our,” “us” and the “Company”) of proxies to be voted at our Annual Meeting of Stockholders to be held on May 17, 2022 (the “Annual Meeting”), and at any postponements or adjournments of the Annual Meeting. You are invited to attend the Annual Meeting and vote your shares during the meeting via the Internet or to vote your shares in advance by proxy via the Internet, by telephone or by mail.

What am I voting on?

There are four proposals scheduled to be voted on at the Annual Meeting, one of which is comprised of two sub-proposals:


			•						Proposal No. 1: Election of the director nominee listed in this Proxy Statement.

			•						Proposal No. 2: Ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2022.

			•						Proposal No. 3: Approval, on an advisory, non-binding basis, of the frequency of future stockholder non-binding advisory votes on the compensation of our named executive officers.

			•						Proposal No. 4: Approval of administrative amendments to governing documents related to our corporate reorganization, including: •Proposal No. 4A: amend provisions in our amended and restated certificate of incorporation relating to our classes of common stock; and •Proposal No. 4B: remove the pass-through voting provision from our subsidiary’s certificate of incorporation.

Who is entitled to vote?

Stockholders as of the close of business on March 21, 2022 (the “Record Date”) may vote at the Annual Meeting or any postponement or adjournment thereof. As of that date, there were 403,392,239 shares of our Class A common stock and no shares of our Class B or Class C common stock outstanding. Holders of our Class A common stock have one vote for each share of Class A common stock held by you as of the Record Date including shares:


			•						Held directly in your name as “stockholder of record” (also referred to as “registered stockholder”); and

			•						Held for you in an account with a broker, bank or other nominee (shares held in “street name”)—street name holders generally cannot vote their shares directly and instead must instruct the brokerage firm, bank or nominee how to vote their shares.

What constitutes a quorum?

The virtual presence or representation by proxy of stockholders entitled to cast a majority of all the votes entitled to be cast at such meeting on any matter constitutes a quorum. Abstentions and shares represented by “broker non-votes” that are present and entitled to vote at the Annual Meeting are counted for purposes of determining a quorum.

What is a “broker non-vote”?

A broker non-vote occurs when shares held through a broker are not voted with respect to a proposal because (1) the broker has not received voting instructions from the stockholder who beneficially owns the shares and (2) the broker lacks the authority to vote the shares at its discretion. Proposal No. 1, Proposal No. 3 and Proposal No. 4B are each considered non-routine matters, and a broker will lack the authority to vote uninstructed shares at their discretion on such proposals. Proposal No. 2 and Proposal No. 4A are each considered routine matters, and a broker will be permitted to exercise its discretion to vote uninstructed shares on this proposal.

How many votes are required to approve each proposal?

For Proposal No. 1, under our Amended and Restated Bylaws (the “Bylaws”), directors are elected by a plurality vote, which means that the director nominee with the greatest number of votes cast, even if less than a majority, will be elected. There is no cumulative voting. As a result, any shares not voted “FOR” a particular nominee (whether as a result of stockholder abstention or a broker non-vote) will not be counted in the nominee's favor and will have no effect on the outcome of the election. You may vote “FOR” or “WITHHOLD” on the nominee for election as a director.

For Proposal No. 2, under our Bylaws, approval of the proposal requires a majority of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on the proposal.

For Proposal No. 3, the frequency that receives the affirmative vote of the holders of a majority of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on the proposal will be the frequency recommended by stockholders. If no frequency receives the foregoing vote, then we will consider the option of ONE YEAR, TWO YEARS, or THREE YEARS that receives the highest number of votes cast to be the frequency recommended by stockholders.

For Proposal No. 4A, under our certificate of incorporation as currently in effect (the “Amended and Restated Certificate of Incorporation”), approval of the proposal requires an affirmative vote of at least 66 2/3% of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on the proposal.

For Proposal No. 4B, under the Old ZoomInfo Charter (as defined herein), approval of the proposal requires a majority of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on the proposal.

It is important to note that each of the proposal to ratify the appointment of KPMG LLP as our independent registered public accounting firm for 2022 (Proposal No. 2) and the proposal regarding the frequency of future stockholder non-binding advisory votes on the compensation of our named executive officers (Proposal No. 3) is non-binding and advisory. While the ratification of KPMG LLP as our independent registered public accounting firm is not required by our Bylaws or otherwise, if our stockholders fail to ratify the selection, we will consider it notice to the Board and the Audit Committee to consider the selection of a different firm. Similarly, the Board and the Compensation Committee will consider the outcome of the vote regarding the frequency of future stockholder non-binding advisory votes on the compensation of our named executive officers when determining how often we should submit to stockholders an advisory vote to approve the compensation of our named executive officers.

How are votes counted?

With respect to the election of a director (Proposal No. 1), you may vote “FOR” or “WITHHOLD” with respect to the nominee. Votes that are “withheld” will not count as a vote “FOR” or “AGAINST” the director because directors are elected by plurality voting. Broker non-votes will have no effect on the outcome of Proposal No. 1.

With respect to the ratification of our independent registered public accounting firm (Proposal No. 2), you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions will be counted as a vote “AGAINST” Proposal No. 2.

With respect to the frequency of future stockholder non-binding advisory votes on the compensation of our named executive officers (Proposal No. 3), you may select “ONE YEAR,” “TWO YEARS,” “THREE YEARS” or “ABSTAIN” with respect to the frequency. Abstention and broker non-votes will have no effect on the outcome of Proposal No. 3.

With respect to the proposal to amend provisions in our amended and restated certificate of incorporation related to our classes of common stock (Proposal No. 4A), you may vote “ FOR,” “ AGAINST” or “ ABSTAIN.” Abstentions will be counted as a vote “ AGAINST” Proposal No. 4A. As this proposal is considered a discretionary matter, brokers are permitted to exercise their discretion to vote uninstructed shares on this proposal. Therefore, there will be no broker non-votes.

With respect to the proposal to remove the pass-through voting provision from our subsidiary’s certificate of incorporation (Proposal No. 4B), you may vote “FOR,” “AGAINST” or “ABSTAIN.” Abstentions and broker non-votes will be counted as a vote “AGAINST” Proposal No. 4B.

If you sign and submit your proxy card without voting instructions, your shares will be voted in accordance with the recommendation of the Board with respect to the Proposals and in accordance with the discretion of the holders of the proxy with respect to any other matters that may be voted upon.

How does the Board recommend that I vote?

Our Board recommends that you vote your shares:


			•						“FOR” the director nominee set forth in this Proxy Statement.

			•						“FOR” the ratification of the appointment of KPMG LLP as our independent registered public accounting firm for 2022.

			•						“ONE YEAR” for, on an advisory, non-binding basis, the frequency of future stockholder non-binding advisory votes on the compensation of our named executive officers.

			•						“FOR” each of the administrative amendments to governing documents related to our corporate reorganization.

Who will count the vote?

A representative of Broadridge Financial Solutions, Inc. or its designee will tabulate the votes and act as the inspector of election.

How do I vote my shares without attending the Annual Meeting?

If you are a stockholder of record, you may vote by authorizing a proxy to vote on your behalf at the Annual Meeting. Specifically, you may authorize a proxy:


			•						By Internet—If you have Internet access, you may submit your proxy by going to www.proxyvote.com and by following the instructions on how to complete an electronic proxy card. You will need the 16-digit number included on your proxy card in order to vote by Internet.

			•						By Telephone—If you have access to a touch-tone telephone, you may submit your proxy by dialing 1-800-690-6903 and by following the recorded instructions. You will need the 16-digit number included on your proxy card in order to vote by telephone.

			•						By Mail—You may vote by mail by signing and dating the proxy card where indicated and by mailing, or otherwise returning the card in the postage-paid envelope provided to you, to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. You should sign your name exactly as it appears on the proxy card. If you are signing in a representative capacity (for example, as guardian, executor, trustee, custodian, attorney or officer of a corporation), indicate your name and title or capacity.

Internet and telephone voting facilities will close at 8:59 p.m., Pacific Time, on May 16, 2022, for the voting of shares held by stockholders of record as of the Record Date. Proxy cards with respect to shares held of record must be received no later than May 16, 2022.

If you hold your shares in street name, you may submit voting instructions to your broker, bank or other nominee. In most instances, you will be able to do this over the Internet, by telephone or by mail. Please refer to information from your bank, broker or other nominee on how to submit voting instructions.

How do I attend and vote my shares at the Virtual Annual Meeting?

This year’s Annual Meeting will be a completely “virtual” meeting of stockholders. You may attend the Annual Meeting via the Internet. Any stockholder can attend the Annual Meeting live online at www.virtualshareholdermeeting.com/ZI2022. If you virtually attend the Annual Meeting you can vote your shares electronically, and submit your questions during the Annual Meeting, by visiting www.virtualshareholdermeeting.com/ZI2022. A summary of the information you need to attend the Annual Meeting and vote via the Internet is provided below:


			•						instructions on how to attend and participate via the Internet, including how to demonstrate proof of stock ownership, are posted at www.virtualshareholdermeeting.com/ZI2022;

			•						assistance with questions regarding how to attend and participate via the Internet will be provided at www.virtualshareholdermeeting.com/ZI2022 on the day of the Annual Meeting;

			•						stockholders may vote and submit questions while attending the Annual Meeting via the Internet; and

			•						you will need the 16-digit number that is included in your proxy card or the instructions that accompanied your proxy materials in order to enter the Annual Meeting and to vote during the Annual Meeting.

Will I be able to participate in the online Annual Meeting on the same basis I would be able to participate in a live annual meeting?

In light of the ongoing public health concerns due to the COVID-19 pandemic and to support the health and well-being of our stockholders and employees, the Annual Meeting will be held in a virtual meeting format only and will be conducted via live audio webcast. The online meeting format for the Annual Meeting will enable full and equal participation by all our stockholders from any place in the world at little to no cost.

We designed the format of the online Annual Meeting to ensure that our stockholders who attend our Annual Meeting will be afforded the same rights and opportunities to participate as they would at an in-person meeting and to enhance stockholder access, participation and communication through online tools. We plan to take the following steps to provide for such an experience:


			•						providing stockholders with the ability to submit appropriate questions up to 15 minutes in advance of the meeting;

			•						providing stockholders with the ability to submit appropriate questions real-time via the meeting website, limiting questions to one per stockholder unless time otherwise permits; and

			•						answering as many questions submitted in accordance with the meeting rules of conduct as appropriate in the time allotted for the meeting.

Why did I receive a notice in the mail regarding Internet availability of the proxy materials instead of a paper copy of the full set of proxy materials?

This year, we are pleased to save costs and help protect the environment by using the SEC rule that allows companies to furnish their proxy materials over the Internet. As a result, we are mailing to many of our stockholders a Notice of Internet Availability of the proxy materials instead of a paper copy of the proxy materials. All stockholders receiving the Notice of Internet Availability will have the ability to access the proxy materials over the Internet.

For stockholders who have previously requested to receive paper copies of the proxy materials, we are providing paper copies of the proxy materials instead of a Notice of Internet Availability of the proxy materials.

What does it mean if I receive more than one proxy card on or about the same time?

It generally means you hold shares registered in more than one account. To ensure that all your shares are voted, please sign and return each proxy card or, if you vote by Internet or telephone, vote once for each proxy card you receive.

May I change my vote or revoke my proxy?

Yes. Whether you have voted by Internet, telephone or mail, if you are a stockholder of record, you may change your vote and revoke your proxy by:


			•						sending a written statement to that effect to our Secretary, provided such statement is received no later than May 16, 2022;

			•						voting by Internet or telephone at a later time than your previous vote and before the closing of those voting facilities at 8:59 p.m., Pacific Time, on May 16, 2022;

			•						submitting a properly signed proxy card, which has a later date than your previous vote, and that is received no later than May 16, 2022; or

			•						attending the Annual Meeting and voting (although attendance at the Annual Meeting will not, by itself, revoke a proxy). A stockholder's last vote is the vote that will be counted.

If you hold shares in street name, please refer to information from your bank, broker or other nominee on how to revoke or submit new voting instructions.

Could other matters be decided at the Annual Meeting?

As of the date of this Proxy Statement, we do not know of any matters to be raised at the Annual Meeting other than those referred to in this Proxy Statement. If other matters are properly presented at the Annual Meeting for consideration and you are a stockholder of record and have submitted a proxy card, the persons named in your proxy card will have the discretion to vote on those matters for you.

Who will pay for the cost of this proxy solicitation?

We will pay the cost of soliciting proxies. Proxies may be solicited on our behalf by directors, officers or employees of the Company (for no additional compensation) in person or by telephone, electronic transmission and facsimile transmission. Brokers and other nominees will be requested to solicit proxies or authorizations from beneficial owners and will be reimbursed for their reasonable expenses.

PROPOSAL NO. 1—ELECTION OF DIRECTOR

Our Amended and Restated Certificate of Incorporation provides for a classified Board of Directors divided into three classes. Mitesh Dhruv, Keith Enright and Henry Schuck constitute a class with a term that expires at the Annual Meeting of Stockholders in 2024 (the “Class I Directors”); Mark Mader constitutes a class with a term that expires at the Annual Meeting of Stockholders in 2022 (the “Class II Director”); and Todd Crockett, Ashley Evans and D. Randall Winn constitute a class with a term that expires at the Annual Meeting of Stockholders in 2023 (the “Class III Directors”).

Ms. Evans and Patrick McCarter were designated for election to the Board of Directors by investment funds associated with The Carlyle Group (“Carlyle”) and Mr. Crockett and Jason Mironov were designated for election to the Board of Directors by investment funds associated with TA Associates (“TA Associates”), in each case, pursuant to the terms of the stockholders agreement (as defined herein) and as set forth in “—The Board of Directors and Certain Governance Matters” below. On March 21, 2022 (the “Effective Date”), each of Messrs. McCarter and Mironov delivered his resignation to the Board of Directors, effective as of the Effective Date. Messrs. McCarter and Mironov were each previously Class II directors and were nominated for reelection at the Annual Meeting prior to their resignations. Each of Mr. McCarter’s and Mr. Mironov’s resignation from the Board of Directors was required by the terms of the stockholders agreement and was not the result of (i) any disagreement with the Company, the Company’s management, or any other member of the Board of Directors or (ii) any disagreement on any matter relating to the Company’s operations, policies or practices. Based on the ownership of Carlyle and TA Associates as of the Effective Date, each party is entitled to designate one director for election to the Board, and therefore, following the Effective Date, Ms. Evans and Mr. Crockett will continue to serve on the Board as the representatives of Carlyle and TA Associates, respectively.

Upon the recommendation of the Nominating and Corporate Governance Committee, the full Board of Directors has considered and nominated Mark Mader to serve as a Class II Director for a three-year term expiring in 2025. Action will be taken at the Annual Meeting for the election of this Class II Director nominee.

Unless otherwise instructed, the persons named in the form of proxy card (the “proxyholders”) included with this Proxy Statement intend to vote the proxies held by them “FOR” the election of the director nominee. The nominee has indicated that he will be willing and able to serve as a director. If the nominee ceases to be a candidate for election by the time of the Annual Meeting (a contingency which the Board does not expect to occur), such proxies may be voted by the proxyholders in accordance with the recommendation of the Board.

Nominee for Election to the Board of Directors in 2022

The following information describes the offices held, other business directorships and the term of service of the director nominee, as well as the experiences, qualifications, attributes or skills that caused the Nominating and Corporate Governance Committee and the Board to determine that the director nominee should serve as a director. Beneficial ownership of equity securities of the director nominee is shown under “Ownership of Securities” below.


Class II – Nominee for term expiring in 2025
Name	Age	Principal occupation and other information
Mark Mader	51	Mr. Mader has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from February 2020 to June 2020. Mr. Mader currently serves as President, Chief Executive Officer and director of Smartsheet Inc., a SaaS collaboration and work management provider. Prior to joining Smartsheet Inc. in 2006, Mr. Mader served in various leadership positions from 1995 to 2005 at Onyx Software Corporation, a customer relationship management software company acquired by M2M Holdings, including as Senior Vice President of Global Services. From 1993 to 1995, Mr. Mader was a senior associate at Greenwich Associates, a financial consulting firm. Mr. Mader holds a B.A. in Geography from Dartmouth College. Nomination considerations: Mr. Mader’s extensive knowledge and experience in our industry and with SaaS companies, and his experience leading a public company as President, Chief Executive Officer and director of Smartsheet.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF

THE DIRECTOR NOMINEE NAMED ABOVE.

Continuing Members of the Board of Directors

The following information describes the offices held, other business directorships, the class and term of each director whose term continues beyond the Annual Meeting and who is not subject to election this year, as well as the experiences, qualifications, attributes or skills that caused the Board to determine that the director should serve as a director. Beneficial ownership of equity securities for these directors is also shown under “Ownership of Securities” below.


Class I – Directors whose terms expire in 2024
Name	Age	Principal occupation and other information
Mitesh Dhruv	44	Mr. Dhruv has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from February 2020 to June 2020. Mr. Dhruv most recently served as Chief Financial Officer of RingCentral, Inc., a cloud-based communications and collaboration solutions provider. Prior to joining RingCentral, Inc. in 2012, Mr. Dhruv worked at Bank of America Merrill Lynch as an equity research analyst and at PricewaterhouseCoopers. Mr. Dhruv is a CPA, Chartered Accountant, and CFA® charterholder, and holds an undergraduate degree in accounting from the University of Mumbai, India. Nomination considerations: Mr. Dhruv’s extensive financial and accounting experience, including as the Chief Financial Officer of RingCentral and his accounting and financial certifications, his knowledge and experience in our industry and with SaaS companies, and his experience in management of a public company.
Keith Enright	47	Mr. Enright has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since March 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from March 2020 to June 2020. Mr. Enright currently serves as the Chief Privacy Officer of Google LLC, a multinational technology company that specializes in Internet-related services and products, which include online advertising technologies, a search engine, cloud computing, software, and hardware. Prior to joining Google in 2011, Mr. Enright was the Chief Privacy Officer and Vice President, Privacy of Macy’s Inc. Mr. Enright holds a Bachelor of Arts Degree from the University of Massachusetts at Amherst and a Juris Doctor degree from The George Washington University Law School and is NACD Directorship Certified®. Nomination considerations: Mr. Enright’s extensive experience with data privacy, including as Chief Privacy Officer for Google LLC, and his significant core business skills.
Henry Schuck	38	Mr. Schuck has served as Chief Executive Officer, Chairman of the Board and a director of ZoomInfo Technologies Inc. since its formation in November 2019 and served as Chief Executive Officer and a director of ZoomInfo Holdings LLC (formerly known as DiscoverOrg Holdings, LLC) since founding it in 2007. Prior to founding ZoomInfo Holdings LLC, Mr. Schuck was VP of Research & Marketing at iProfile, a sales intelligence firm focused on the IT market. Mr. Schuck serves on the Board of Directors of Tegus. Mr. Schuck is a cum laude graduate of the University of Nevada, Las Vegas with a B.S. in Business Administration and a B.S. in Hospitality Management and holds a J.D., cum laude, from The Ohio State University Moritz College of Law. Nomination considerations: Mr. Schuck’s perspective and the experience he brings as our co-founder and CEO.


Class III – Directors whose terms expire in 2023
Name	Age	Principal occupation and other information
Todd Crockett	52	Mr. Crockett has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from 2014 to June 2020. Mr. Crockett currently serves as a Managing Director of TA Associates, a private equity firm and an affiliate of the Company, which he joined in 1994, and is a member of TA Associates’ Management Committee and Core Investment Committee. Mr. Crockett also currently serves on the boards of several private companies, including MAO Corporation, Orion Adviser Solutions, Procare Software, LLC, Russell Investments, and Wealth Enhancement Group. Mr. Crockett holds a B.A. from Princeton University and an MBA from Harvard Business School. Nomination considerations: Mr. Crockett’s extensive core business and leadership skills, including financial and strategic planning, and his significant management experience, including his involvement with TA Associates.
Ashley Evans	42	Ms. Evans has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from 2018 to June 2020. Ms. Evans is a Managing Director Technology, Media, and Telecom group of The Carlyle Group, based in Menlo Park. She primarily focuses on buyout and growth equity investments in enterprise software businesses and is currently a member of the boards of HireVue, Inc., Jagex, NEOGOV, Saama, TriNetX and Veritas Technologies Corporation. She is a founder of SynGAP Research Fund, a public charity focused on improving the lives of SynGAP patients through the research and development of precision treatments. Prior to joining Carlyle, she worked at Morgan Stanley, where she focused on financial institutions banking. Ms. Evans holds an A.B. summa cum laude from Harvard College, where she was elected to Phi Beta Kappa, an M.Phil from the University of Cambridge, where she was a Knox Scholar, and a M.B.A from Stanford University’s Graduate School of Business, where she was a Siebel Scholar and an Arjay Miller Scholar. Nomination considerations: Ms. Evans’ significant core business skills, including financial and strategic planning, and her extensive management experience, including her involvement with Carlyle.
D. Randall Winn	52	Mr. Winn has served as a member of the Board of Directors of ZoomInfo Technologies Inc. since February 2020 and served as a member of the Board of Managers of ZoomInfo Holdings LLC from 2014 to June 2020. Mr. Winn currently serves as a Managing Member of 22C Capital, a principal investment firm and an affiliate of the Company, which he founded in 2017 and also serves as Managing Member of FiveW Capital LLC. Mr. Winn currently serves on the boards of Definitive Healthcare and private companies including Canoe Software and Portage Technology. Mr. Winn previously was the non-executive chairman of Dealogic and served on the boards of private companies such as Viteos Fund Services, Merit Software, and eMarketer. Prior to founding 22C Capital, Mr. Winn was a co-founder of, and Co-Managing Partner and ultimately Executive Managing Director/CEO of, Capital IQ from 1999 to 2011. Mr. Winn holds an A.B. from the Woodrow Wilson School of Public and International Affairs at Princeton University. Nomination considerations: Mr. Winn’s deep knowledge of our industry, extensive financial and business skills, including strategic planning, and his significant management and leadership experience, including with CapitalIQ.

THE BOARD OF DIRECTORS AND CERTAIN GOVERNANCE MATTERS

Our Board of Directors manages or directs our business and affairs, as provided by Delaware law, and conducts its business through meetings of the Board of Directors and four standing committees: the Audit Committee; the Compensation Committee; the Nominating and Corporate Governance Committee; and the Privacy, Security, and Technology Committee.

Our Board evaluates the Company’s corporate governance policies on an ongoing basis with a view towards maintaining the best corporate governance practices in the context of the Company’s current business environment and aligning our governance practices closely with the interests of our stockholders. Our Board and management value the perspective of our stockholders and encourage stockholders to communicate with the Board as described under “―Communications with the Board” below.

The stockholders agreement described under “Transactions with Related Persons—Stockholders Agreement” (the “stockholders agreement”) provides that certain affiliates of investment funds associated with TA Associates, investment funds associated with Carlyle, and Henry Schuck, our Chief Executive Officer, and Kirk Brown (our “Founders”) have the right to designate nominees to our Board of Directors subject to the maintenance of certain ownership requirements in us. Ms. Evans is the director nominee of Carlyle, Mr. Crockett is the director nominee of TA Associates, and Mr. Schuck is the director nominee of the Founders, in each case pursuant to the stockholders agreement entered into among us and certain affiliates of TA Associates, Carlyle, and our Founders in connection with our initial public offering (the “IPO”). The stockholders agreement provides that the authorized number of directors will not increase above nine (or seven or eight in the event one or both of TA Associates and Carlyle loses its right to designate one director) without the consent of TA Associates or Carlyle so long as TA Associates or Carlyle, as applicable, has the right to designate at least one director pursuant to the stockholders agreement. In the event the number of individuals that TA Associates or Carlyle has the right to designate is decreased to one for such stockholder because of the decrease in its combined voting power, the total authorized number of directors shall be accordingly decreased upon the resignation of the applicable designee.

Director Independence and Independence Determinations

Under our Corporate Governance Guidelines and Nasdaq rules, a director is not independent unless our Board of Directors affirmatively determines that he or she does not have a have a relationship which, in the opinion of our Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director.

Our Corporate Governance Guidelines define independence in accordance with the independence definition in the current Nasdaq corporate governance standards for listed companies. Our Corporate Governance Guidelines require our Board of Directors to review the independence of all directors at least annually, subject to a determination by us to rely on any exemption available to “controlled companies” and the applicable transition period under the applicable Nasdaq rules.

In the event a director has a relationship with the Company that is relevant to his or her independence and is not addressed by the objective tests set forth in the Nasdaq independence definition, our Board of Directors will determine, considering all relevant facts and circumstances, whether such relationship is material.

Our Board of Directors has affirmatively determined that each of Ms. Evans and Messrs. Crockett, Dhruv, Enright, Mader and Winn is independent under the guidelines for director independence set forth in the Corporate Governance Guidelines and under all applicable Nasdaq guidelines, including with respect to committee membership. Our Board also has determined that each of Messrs. Dhruv, Enright, Mader and Winn is “independent” for purposes of Section 10A(m)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and that Ms. Evans and each of Messrs. Crockett and Winn is “independent” for purposes of Section 10C(a)(3) of the Exchange Act. In making its independence determinations, our Board of Directors considered and reviewed all information known to it (including information identified through annual directors’ questionnaires).

Director Nomination Process

The Nominating and Corporate Governance Committee weighs the characteristics, experience, independence and skills of potential candidates for election to the Board and recommends nominees for director to the Board for election. In considering candidates for the Board, the Nominating and Corporate Governance Committee also assesses the size, composition and combined expertise of the Board. As the application of these factors involves the exercise of judgment, the Nominating and Corporate Governance Committee does not have a standard set of fixed qualifications that is applicable to all director candidates, although the Nominating and Corporate Governance Committee does at a minimum assess each candidate’s strength of character, judgment, familiarity with the Company’s business and industry, independence of thought and his or her ability to work collegially with the other members of the Board. In addition, although the Board considers diversity of viewpoints, background and experiences, the Board does not have a formal diversity policy. In identifying prospective director candidates, the Nominating and Corporate Governance Committee may seek referrals from other members of the Board, management, stockholders and other sources, including third party recommendations. The Nominating and Corporate Governance Committee also may, but need not, retain a search firm in order to assist it in identifying candidates to serve as directors of the Company. The Nominating and Corporate Governance Committee utilizes the same criteria for evaluating candidates regardless of the source of the referral. When considering director candidates, the Nominating and Corporate Governance Committee seeks individuals with backgrounds and qualities that, when combined with those of our incumbent directors, provide a blend of skills and experience to further enhance the Board’s effectiveness.

In recommending that, or determining whether, members of the Board should stand for re-election, the Nominating and Corporate Governance Committee also may assess the contributions of incumbent directors in the context of the Board evaluation process and other perceived needs of the Board.

In addition to the process described above, the Nominating and Corporate Governance Committee also nominates a number of individuals designated by TA Associates, Carlyle, and our Founders as required under the provisions of the stockholders agreement described under “Transactions With Related Persons—Stockholders Agreement.” Ms. Evans is the director nominee of Carlyle, Mr. Crockett is the director nominee of TA Associates, and Mr. Schuck is the director nominee of the Founders pursuant to the stockholders agreement.

When considering whether a nominee has the experience, qualifications, attributes and skills, taken as a whole, to enable the Board to satisfy its oversight responsibilities effectively in light of our business and structure, the Board focused primarily on the information discussed in the board member’s biographical information set forth above. This process resulted in the Board’s nomination of the incumbent director named in this Proxy Statement and proposed for election by you at the upcoming Annual Meeting.

We believe that our directors provide an appropriate mix of experience and skills relevant to the size and nature of our business.

As discussed above, the Nominating and Corporate Governance Committee and the Board include diversity of “viewpoints, background and experience” as part of several criteria that they consider in connection with selecting candidates for the Board. While neither the Board nor the Nominating and Corporate Governance Committee has a formal diversity policy, one of many factors that the Board and the Nominating and Corporate Governance Committee carefully consider is the importance to the Company of ethnic and gender diversity in board composition. Of the seven current members of our Board, two are diverse, including one who is female and one who is ethnically diverse. Moreover, an ethnically diverse director and a female director each holds a Board leadership role.

The Nominating and Corporate Governance Committee will consider director candidates recommended by stockholders. Any recommendation submitted to the Secretary of the Company should be in writing and should include any supporting material the stockholder considers appropriate in support of that recommendation, but must include all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors in an election contest, or is otherwise required, in each case pursuant to Section 14(a) of the Exchange Act, and the rules and regulations promulgated thereunder, including such person’s written consent to being named in the Company’s proxy statement as a nominee of the stockholder and to serving as a director if elected. Stockholders wishing to propose a candidate for consideration may do so by submitting the above information to the attention of the Secretary, ZoomInfo Technologies Inc., at 805 Broadway Street, Suite 900, Vancouver, Washington 98660. All recommendations for nomination received by the Secretary that satisfy our Bylaw requirements relating to director nominations will be presented to the Nominating and Corporate Governance Committee for its consideration. Stockholders also must satisfy the notification, timeliness, consent and information requirements set forth in our Bylaws. These requirements are also described under “Stockholder Proposals for the 2023 Annual Meeting.”

Change in Controlled Company Status

Prior to our corporate reorganization effected in October 2021, the parties to our stockholders agreement beneficially owned a majority of the combined voting power of our Class A, Class B, and Class C common stock. As a result of that reorganization and the subsequent sales of common stock by the relevant parties to the stockholders agreement, the Company no longer meets the definition of a “controlled company.” Since ceasing to be a “controlled company”, the Company has taken all action necessary to comply with the Nasdaq corporate governance standards, subject to the permitted “phase-in” period. Specifically, we now comply with the following requirements: (1) a majority of our Board consists of independent directors, (2) our Board has a compensation committee that consists entirely of independent directors with a written charter addressing the committee’s purpose and responsibilities, and (3) our director nominations are made, or recommended to our full Board of Directors, by our Nominating and Corporate Governance Committee, which consists entirely of independent directors and has adopted a written charter addressing the nominations process. We are in compliance with the requirements of Nasdaq and the Sarbanes-Oxley Act of 2002 related to the independence requirements for the Audit Committee, which require that our Audit Committee be composed of at least three members, all of whom must be independent.

Stockholder Engagement and Governance Practices

Our Board of Directors approaches governance in a strategic and thoughtful manner, taking into consideration multiple perspectives, including those of our Nominating and Corporate Governance Committee, our individual directors, our stockholders, our employees, various experts and other stakeholders. Our governance practices and programs include the following:

•No super-voting stock: In 2021, our Board of Directors unanimously approved, and the Company completed, a reorganization that eliminated all outstanding super-voting shares. The reorganization transactions are discussed in Note 1: “Organization and Background - UP-C Corporate Structure and Multi-Class Voting Structure Elimination” to our Consolidated Financial Statements in Part II, Item 8 of our 2021 Annual Report on Form 10-K. All stockholders now have one vote for each share of common stock held by such stockholder. Proposal No. 4, if approved, will formalize this structure by removing authorized Class B and Class C common stock, each of which is no longer outstanding and which we do not intend to issue, from our Amended and Restated Certificate of Incorporation.

•Independent directors: Our common stock is listed on The Nasdaq Global Select Market (“Nasdaq”). Under the Nasdaq rules, independent directors must comprise a majority of a listed company’s board of directors, and subject to specified limited exceptions, which are no longer applicable to us, all members of its audit, compensation, and nominating and corporate governance committees must be independent. Under those rules, a director is independent only if a company’s board of directors makes an affirmative determination that the director has no material relationship with the company that would impair his or her independence, in addition to satisfying the independence requirements set forth in the Nasdaq rules. Our Board has undertaken a review of the independence of each director and determined that all of our directors other than Mr. Schuck, who does not serve on any of the aforementioned committees, are “independent” as that term is defined under the Nasdaq rules for purposes of serving on our Board and committees of our Board.

•Commitment to Sustainability: During 2022, we launched a program to evaluate our environmental, social, and governance (“ESG”) practices and, in February 2022, we published our first sustainability report, which is available on our sustainability page at https://ir.zoominfo.com/resources/sustainability. In the sustainability report, we announced several ESG initiatives, including a plan to conduct a stakeholder materiality assessment during 2022-2023, and ongoing efforts to improve the diversity of our Board of Directors as vacancies arise, to reflect and support the diversity, equity and inclusion framework that we are implementing within the Company. We also announced plans to implement a standardized carbon reporting framework during 2022-2023 and, in the longer term, plan to formalize a comprehensive corporate social responsibility framework. The reference to our sustainability report is not intended to incorporate information in the report or from our website into this Proxy Statement by reference.

•Commitment to Privacy and Data Security: We are committed to data privacy and security. The Privacy, Security and Technology Committee of our Board of Directors meets quarterly and oversees our major risk exposures relating to privacy, cybersecurity, and technology, and the steps the Company takes to detect, monitor, and actively manage such exposures. In January 2022, we hired our first chief compliance officer, reporting directly to our Chief Executive Officer. Our chief compliance officer and other members of management provide updates and analysis regarding data privacy and security topics to the Privacy, Security and Technology Committee at each meeting. In addition, our privacy and legal teams are focused on applicable privacy laws and regulations and monitor changes to such laws and regulations with a view to implementing what we believe are best practices in the industry.

•Stockholder Engagement Program: We believe that effective corporate governance includes regular, constructive conversations with our stockholders. We are committed to maintaining an active dialogue to understand the priorities and concerns of our stockholders and believe that ongoing engagement builds mutual trust and understanding with our stockholders. Both active and prospective stockholder engagement and feedback are important components of our corporate governance practices and inform our decisions and programs. Since our IPO, and as part of our ongoing evaluation of best practices, the Board has incorporated enhancements to our corporate structure, such as the elimination of super-voting stock, along with other governance practices. In 2021, our management team held over 400 meetings with current and prospective stockholders. These included meetings with approximately 87%, 94% and 95% of our top 100, 50 and 20 active investors, respectively. We also hosted a virtual analyst and investor conference in June 2021, in which we reviewed our business strategy and long-term strategic and financial objectives. Topics included, but were not limited to, understanding our business model, growth strategy and vision, platform development, addressable markets and positioning, financial framework and performance, company culture, leadership, and other ESG topics. These discussions and the resulting feedback our management team receives help ensure that our Board’s decisions are informed by stockholder objectives.

•Clawback: Under the terms of our equity award agreements, if a participant has engaged in or engages in certain detrimental activities, then the Compensation Committee may take actions to recoup the award, including canceling the award or requiring the participant to forfeit any gain realized on the disposition of any shares of common stock received in settlement of the award, and repay such gain to the Company. In addition, if the Participant receives any amount in excess of what the Participant should have received under the terms of the award agreement for any reason (including without limitation by reason of a financial restatement, mistake or as required by law), then the participant is required to repay any excess amount to the Company.

Board Leadership Structure

Our Board of Directors is led by Mr. Schuck, our Chairman of the Board and Chief Executive Officer. The Board maintains the flexibility to determine whether the roles of Chairman and Chief Executive Officer should be combined or separated, based on what it believes is in the best interests of the Company at a given point in time. The Board believes that this flexibility is in the best interest of the Company and that a one-size-fits-all approach to corporate governance, with a mandated independent Chairman, would not result in better governance or oversight. By combining the role of Chairman and Chief Executive Officer in Mr. Schuck, one of our Founders, we have ensured that the Chairman of the Board has a unique understanding of our Company as well as ongoing executive responsibility for the Company. In the Board’s view, this enables the Board to better understand the Company and work with management to enhance stockholder value. In addition, the Board believes that this structure enables it to better fulfill its risk oversight responsibilities and enhances the ability of the Chief Executive Officer to effectively communicate the Board’s view to management.

Our Corporate Governance Guidelines provide that whenever the Chairman of our Board is also the Chief Executive Officer or is a director who does not otherwise qualify as an “independent director,” the independent directors may, but are not obligated to, elect from among themselves a Lead Director. The independent directors have not elected a Lead Director at this time.

Compensation Committee Interlocks and Insider Participation

The members of our Compensation Committee during 2021 included Todd Crockett, Patrick McCarter and D. Randall Winn. None of the members of our Compensation Committee during 2021 has at any time been one of our executive officers or employees. None of our executive officers currently serves, or has served during the last completed fiscal year, on the compensation committee or board of directors of any other entity that has one or more executive officers serving as a member of our Board of Directors or Compensation Committee.

Board Diversity Matrix

The following table sets forth Board level diversity statistics based on self-identification of members of our Board as of March 29, 2022.


Board Diversity Matrix as of March 29, 2022
Total Number of Directors	7
	Female	Male	Non-Binary	Did Not Disclose Gender
Part I: Gender Identity
Directors	1	6	0	0
Part II: Demographic Background
African American or Black	0	0	0	0
Alaskan Native or Native American	0	0	0	0
Asian	0	1	0	0
Hispanic or Latinx	0	0	0	0
Native Hawaiian or Pacific Islander	0	0	0	0
White	1	5	0	0
Two or More Races or Ethnicities	0	0	0	0
LGBTQ+	0
Did Not Disclose Demographic Background	0

Executive Sessions

Executive sessions, which are meetings of the non-management members of the Board, are regularly scheduled throughout the year. In addition, at each regularly scheduled Board meeting (and in any event at least twice per year), the independent directors meet in a private session that excludes management and any non-independent directors.

Communications with the Board

As described in our Corporate Governance Guidelines, stockholders and other interested parties who wish to communicate with a member or members of our Board of Directors, including each of the committees of the Board, or with the non-management or independent directors as a group, may do so by addressing such communications or concerns to the General Counsel of the Company, at 805 Broadway Street, Suite 900, Vancouver, Washington 98660, who will forward such communication to the appropriate party.

Board Committees and Meetings

The following table summarizes the current membership of each of the Board’s committees and the number of meetings held by each committee during the year ended December 31, 2021.

Name

Audit

Committee(1)

Compensation

Committee(2)

Nominating and
Corporate
Governance
Committee

Privacy, Security and Technology Committee(3)

Todd Crockett

Mitesh Dhruv

Chair

Keith Enright

Chair

Ashley Evans

Chair

Mark Mader

Henry Schuck

Randall Winn

Chair

Number of meetings held in 2021:

(1) Until March 15, 2022, the Audit Committee consisted of Messrs. Dhruv (Chair), Mader and Winn. Effective March 15, 2022, Mr. Enright replaced Mr. Winn as a member of the Audit Committee.

(2) Ms. Evans became a member of the Compensation Committee effective March 15, 2022.

(3) Until March 15, 2022, the Privacy, Security and Technology Committee consisted of Mr. Enright (Chair), Ms. Evans, and Messrs. Mironov and Schuck. Effective March 15, 2022, Mr. Winn replaced Mr. Schuck as a member of the Privacy, Security and Technology Committee.

Directors are encouraged to attend our annual meetings of stockholders. All of our then-serving directors attended the annual meeting of stockholders in 2021. During the year ended December 31, 2021, the Board held seven meetings. In 2021, all of our then-serving directors attended at least 75% of the meetings of the Board and committees during the time in which he or she served as a member of the Board or such committee.

Audit Committee

Our Audit Committee consists of Messrs. Dhruv, Enright, and Mader, with Mr. Dhruv serving as chair. All members of the Audit Committee, including Mr. Winn, who served on the Audit Committee until March 15, 2022, have been determined to be “independent,” consistent with our Audit Committee charter, Corporate Governance Guidelines and the Nasdaq listing standards applicable to boards of directors in general and audit committees in particular. Our Board of Directors also has determined that Mr. Dhruv qualifies as an audit committee financial expert as defined by applicable Securities and Exchange Commission (“SEC”) regulations.

The duties and responsibilities of the Audit Committee are set forth in its charter, which may be found at ir.zoominfo.com under Governance: Governance Highlights: Committee Charters: Audit Committee Charter, and include providing assistance to the Board with respect to its oversight of the following:


			•						the quality and integrity of the Company’s financial statements, including oversight of the Company’s financial reporting processes and financial statement audits;

			•						our compliance with legal and regulatory requirements applicable to financial statements and accounting and financial reporting processes;

			•						the independent registered public accounting firm’s qualifications, performance and independence;

			•						the performance of our internal audit function; and

			•						risk assessment and management, particularly with respect to financial risk exposure.

The Audit Committee also prepares the report of the committee required by the rules and regulations of the SEC to be included in our annual proxy statement.

With respect to our reporting and disclosure matters, the responsibilities and duties of the Audit Committee include reviewing and discussing with management and the independent registered public accounting firm our annual audited financial statements and quarterly financial statements prior to inclusion in our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q or other public filings in accordance with applicable rules and regulations of the SEC.

The charter of the Audit Committee permits the committee to delegate any or all of its authority to one or more subcommittees. In addition, the Audit Committee has the authority under its charter to engage independent counsel and other advisors as it deems necessary or advisable.

Compensation Committee

Our Compensation Committee consists of Ms. Evans and Messrs. Crockett and Winn, with Mr. Winn serving as chair. All members of the Compensation Committee have been determined to be “independent” as defined by our Corporate Governance Guidelines and the Nasdaq listing standards applicable to boards of directors in general and compensation committees in particular.

The duties and responsibilities of the Compensation Committee are set forth in its charter, which may be found at ir.zoominfo.com under Governance: Governance Highlights: Committee Charters: Compensation Committee Charter, and include the following:


			•						establishing and reviewing of the overall compensation philosophy of the Company;

			•						reviewing and approving corporate goals and objectives relevant to the compensation of our CEO, evaluating our CEO’s performance in light of those goals and objectives, and, either as a committee or together with the other independent directors (as directed by the Board of Directors), determining and approving, or making recommendations to the Board of Directors with respect to, our CEO’s compensation level based on such evaluation;

			•						reviewing and approving, or making recommendations to the Board of Directors with respect to, the compensation of our other executive officers, including annual base salary, bonus and equity-based incentives, and other benefits;

			•						reviewing and recommending the compensation of our directors;

			•						reviewing and making recommendations with respect to our equity compensation plans; and

			•						monitoring our regulatory compliance with respect to compensation matters.

The charter of the Compensation Committee permits the committee to delegate any or all of its authority to one or more subcommittees and to delegate to one or more of our officers the authority to make awards to persons other than any Section 16 officer under our incentive compensation or other equity-based plan, subject to compliance with the plan and the laws of our state of incorporation. In addition, the Compensation Committee has the authority under its charter to retain outside consultants or advisors, as it deems necessary or advisable.

Nominating and Corporate Governance Committee

Our Nominating and Corporate Governance Committee consists of Mr. Crockett and Ms. Evans, with Ms. Evans serving as chair. All members of the Nominating and Corporate Governance Committee have been determined to be “independent” as defined by our Corporate Governance Guidelines and the Nasdaq listing standards applicable to boards of directors in general.

The duties and responsibilities of the Nominating and Corporate Governance Committee are set forth in its charter, which may be found at ir.zoominfo.com under Governance: Governance Highlights: Committee Charters: Nominating and Corporate Governance Committee Charter, and include providing assistance to the Board with respect to the following:


			•						identifying individuals qualified to become directors, consistent with the criteria approved by the Board, from time to time, and selecting, or recommending that the Board select, the director nominees for the next annual meeting of stockholders or to fill vacancies or newly created directorships that may occur between such meetings;

			•						developing and recommending to the Board a set of corporate governance principles applicable to the Company and assisting the Board in complying with them;

			•						overseeing the evaluation of the Board and management;

			•						recommending to the Board the members of the Board to serve on the various committees of the Board and evaluating the functions and performance of such committees; and

			•						otherwise taking a leadership role in shaping the corporate governance of the Company.

The charter of the Nominating and Corporate Governance Committee permits the committee to delegate any or all of its authority to one or more subcommittees. In addition, the Nominating and Corporate Governance Committee has the authority under its charter to retain outside counsel or other experts as it deems necessary or advisable.

Privacy, Security and Technology Committee

Our Privacy, Security and Technology Committee consists of Ms. Evans and Messrs. Enright and Winn, with Mr. Enright serving as chair. The purpose and responsibilities of the Privacy, Security and Technology Committee are set forth in its charter, which may be found at ir.zoominfo.com under Governance: Governance Highlights: Committee Charters: Privacy, Security and Technology Committee Charter, and include reviewing and discussing with Company management the Company’s major risk exposures relating to privacy, cybersecurity, and technology, and the steps the Company takes to detect, monitor, and actively manage such exposures.

The charter of the Privacy, Security and Technology Committee permits the committee to delegate any or all of its authority to one or more subcommittees consisting of one or more independent members. In addition, the Privacy, Security and Technology Committee has the authority under its charter to retain external consultants and other advisors as it deems appropriate to support its work.

Committee Charters and Corporate Governance Guidelines

Our commitment to good corporate governance is reflected in our Corporate Governance Guidelines, which describe our Board’s views and policies on a wide range of governance topics. These Corporate Governance Guidelines are reviewed from time to time by our Nominating and Corporate Governance Committee and, to the extent deemed appropriate in light of emerging practices, revised accordingly, upon recommendation to and approval by our Board of Directors.

Our Corporate Governance Guidelines, Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Privacy, Security and Technology Committee charters, and other corporate governance information are available on our website at ir.zoominfo.com under Governance. Any stockholder also may request them in print, without charge, by contacting the Secretary of ZoomInfo Technologies Inc., at 805 Broadway Street, Suite 900, Vancouver, Washington 98660.

Code of Business Conduct and Ethics

We maintain a Code of Business Conduct and Ethics that is applicable to all of our directors, officers and employees, including our Chairman and Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer and other senior officers. The Code of Business Conduct & Ethics sets forth our policies and expectations on a number of topics, including conflicts of interest, corporate opportunities, confidentiality, compliance with laws (including insider trading laws), use of our assets and business conduct and fair dealing. This Code of Business Conduct and Ethics also satisfies the requirements for a code of ethics, as defined by Item 406 of Regulation S-K promulgated by the SEC. The Code of Business Conduct and Ethics may be found on our website at ir.zoominfo.com under Governance: Governance Highlights: Governance Documents: Code of Business Conduct and Ethics.

We will disclose within four business days any substantive changes in or waivers of the Code of Business Conduct and Ethics granted to our principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions, by posting such information on our website as set forth above rather than by filing a Form 8-K. In the case of a waiver for an executive officer or a director, the required disclosure also will be made available on our website within four business days of the date of such waiver.

Oversight of Risk Management

The Board has extensive involvement in the oversight of risk management related to us and our business. The Board accomplishes this oversight both directly, including as it relates to ESG risk exposures, and through its Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee, and Privacy, Security and Technology Committee, each of which assists the Board in overseeing a part of our overall risk management and regularly reports to the Board. The Audit Committee represents the Board by periodically reviewing our accounting, reporting and financial practices, including the integrity of our financial statements, the oversight of administrative and financial controls, our compliance with legal and regulatory requirements and our policies with respect to risk assessment and risk management. Through its regular meetings with management, including the finance, legal and internal audit functions, the Audit Committee reviews and discusses significant areas of our business and related risks and summarizes for the Board areas of risk and any mitigating factors. The Compensation Committee considers, and discusses with management, management’s assessment of certain risks, including whether any risks arising from our compensation policies and practices for our employees are reasonably likely to have a material adverse effect on us. The Nominating and Corporate Governance Committee oversees and evaluates programs and risks associated with Board organization, membership and structure, succession planning and corporate governance. In addition, our Board receives periodic detailed operating performance reviews from management. The Privacy, Security and Technology Committee, represents the Board by periodically reviewing and discussing with Company management the Company’s major risk exposures relating to privacy, cybersecurity, and technology, and the steps the Company takes to detect, monitor, and actively manage such exposures.

Board Oversight of Privacy, Cybersecurity and Technology Risks

Our Board recognizes the importance of maintaining the trust and confidence of our clients and employees. As a part of its independent oversight of the key risks facing our company, the Board, primarily through its Privacy, Security and Technology Committee, devotes significant time and attention to the oversight of privacy, cybersecurity and technology risks. The Privacy, Security and Technology Committee oversees management’s approach to staffing, policies, processes, and practices to gauge and address privacy, cybersecurity, and technology risks. The Privacy, Security and Technology Committee regularly reports to the full Board and discusses the significant privacy, cybersecurity and technology issues at the Board level.

Our Privacy, Security and Technology Committee receives regular presentations and reports throughout the year on privacy, cybersecurity and technology risks. Our chief compliance officer and other members of management provide updates and analysis regarding data privacy and security topics to the Privacy, Security and Technology Committee at each meeting. These updates address a broad range of topics throughout the year, including but not limited to, technology trends, regulatory developments, legal issues, policies and practices, information security, potential threats and vulnerabilities, and efforts to plan for and mitigate threats and vulnerabilities.

Anti-Hedging Policy

The Company’s Securities Trading Policy requires executive officers and directors to consult the Company’s General Counsel prior to engaging in transactions involving the Company’s securities. In order to protect the Company from exposure under insider trading laws, executive officers and directors are encouraged to enter into pre-set trading plans under Exchange Act Rule 10b5-1. The Company’s Securities Trading Policy prohibits directors and employees (including officers) from trading in options, warrants, puts and calls or similar instruments on the Company’s securities or selling such securities short. In addition, directors and employees (including officers) are prohibited from engaging in any transactions (including variable forward contracts, equity swaps, collars and exchange funds) that are designed to hedge or offset any decrease in the market value of the Company’s equity securities.

Director Compensation in Fiscal 2021

The table below sets forth information regarding non-employee director compensation for the fiscal year ended December 31, 2021.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)	Total ($)
Todd Crockett	—	—	—
Mitesh Dhruv	70,000	200,014	270,014
Keith Enright	65,000	200,014	265,014
Ashley Evans	—	—	—
Mark Mader	60,000	200,014	260,014
Patrick McCarter	—	—	—
Jason Mironov	—	—	—
D. Randall Winn	—	—	—

__________________

(1)Represents the aggregate grant date fair value of restricted stock units granted during 2021 computed in accordance with Topic 718 without taking into account estimated forfeitures. The assumptions used in the valuation are discussed in Note 16: “Equity-based Compensation” to our Consolidated Financial Statements in Part II, Item 8 of our 2021 10-K. The aggregate number of restricted stock units outstanding as of December 31, 2021 for our non-employee directors who received compensation was as follows: 12,341 for Mr. Dhruv, 6,946 for Mr. Enright and 8,056 for Mr. Mader.

Board and Committee Fees in 2021

For 2021, each of Messrs. Dhruv, Enright, and Mader was entitled to receive $50,000 annually as a cash retainer for their board service, with additional annual cash retainers of (i) $20,000 for Mr. Dhruv for his service as the chair of the audit committee; (ii) $10,000 for Mr. Mader for his service as a member of the Audit Committee and (iii) $15,000 for Mr. Enright for his service as chair of the Privacy, Security and Technology Committee.

Since the time of our IPO, each non-employee director has been eligible to receive, and each non-employee director (other than the directors nominated pursuant to stockholders agreement) is expected to continue to receive each year, an annual restricted stock unit grant with a value of $200,000, with each such annual grant to vest in full on the earlier of (x) the first anniversary of the vesting commencement date and (y) the date of the Company’s first regular annual meeting of stockholders held after the grant date.

Additionally, all of our directors will continue to be reimbursed for their reasonable out-of-pocket expenses related to their board service.

PROPOSAL NO. 2—RATIFICATION OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Audit Committee has appointed KPMG LLP to serve as our independent registered public accounting firm for 2022.

Although ratification is not required by our Bylaws or otherwise, the Board is submitting the selection of KPMG LLP to our stockholders for ratification because we value our stockholders’ views on the Company’s independent registered public accounting firm. If our stockholders fail to ratify the selection, it will be considered as notice to the Board and the Audit Committee to consider the selection of a different firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time if it determines that such a change would be in the best interests of the Company and our stockholders.

A representative of KPMG LLP is expected to attend the Annual Meeting. The representative will also have the opportunity to make a statement if he or she desires to do so, and the representative is expected to be available to respond to appropriate questions.

The shares represented by your proxy will be voted “FOR” the ratification of the selection of KPMG LLP unless you specify otherwise.

Audit and Non-Audit Fees

In connection with the audit of the 2021 financial statements, we entered into an agreement with KPMG LLP that sets forth the terms by which KPMG LLP will perform audit services for the Company.

The following table summarizes fees for professional services rendered by our independent registered public accounting firm, KPMG LLP for the audits of our annual consolidated financial statements for the years ended December 31, 2021 and 2020:



	2021		2020
Audit fees(1)	$	2,345,799	$	1,129,944
Audit-related fees(2)	—		1,929,105
Tax fees(3)	813,528		2,513,924
All other fees	—		—
Total:	$	3,159,327	$	5,572,973


(1)			Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered for the audit of the Company’s annual financial statements, reviews of financial statements, comfort letters and other services related to SEC matters. The fees are for services that are normally provided in connection with statutory or regulatory filings or engagements.
(2)			Includes fees billed for services performed that are related to the Company’s SEC filings (including costs relating to preparation of the Company’s registration statement filings) and other research and consultation services.
(3)			Includes the aggregate fees recognized in each of the last two fiscal years for professional services rendered for tax compliance, tax advice and tax planning.

All of the services shown in this table were pre-approved by the Audit Committee. The Audit Committee considered whether providing the non-audit services shown in this table was compatible with maintaining KPMG LLP’s independence and concluded that it was.

Pre-Approval Policy for Services of Independent Registered Public Accounting Firm

Consistent with SEC policies regarding auditor independence and the Audit Committee’s charter, the Audit Committee has responsibility for engaging, setting compensation for and reviewing the performance of the independent registered public accounting firm. In exercising this responsibility, the Audit Committee has established procedures relating to the approval of all audit and non-audit services that are to be performed by our independent registered public accounting firm and pre-approves all audit and permitted non-audit services provided by any independent registered public accounting firm prior to each engagement.

THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF KPMG LLP AS OUR INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR 2022.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee operates pursuant to a charter that is reviewed annually by the Audit Committee. Additionally, a brief description of the primary responsibilities of the Audit Committee is included in this Proxy Statement under “The Board of Directors and Certain Governance Matters—Board Committees and Meetings—Audit Committee.” Under the Audit Committee charter, our management is responsible for the preparation, presentation and integrity of our financial statements, the application of accounting and financial reporting principles and our internal controls and procedures designed to assure compliance with accounting standards and applicable laws and regulations. The independent registered public accounting firm is responsible for auditing our financial statements and expressing an opinion as to their conformity with accounting principles generally accepted in the United States of America.

In the performance of its oversight function, the Audit Committee reviewed and discussed the audited financial statements of the Company with management and with the independent registered public accounting firm. The Audit Committee also discussed with the independent registered public accounting firm the matters required to be discussed by the applicable requirements of the Public Company Accounting Oversight Board (“PCAOB”) and the SEC. In addition, the Audit Committee received the written disclosures and the letter from the independent registered public accounting firm required by applicable requirements of the PCAOB regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and discussed with the independent registered public accounting firm their independence.

Based upon the review and discussions described in the preceding paragraph, the Audit Committee recommended to the Board that the audited financial statements of the Company be included in the Annual Report on Form 10-K for the fiscal year ended December 31, 2021 filed with the SEC.

Submitted by the Audit Committee(1) of the Company’s Board of Directors:

Mitesh Dhruv, Chair

Keith Enright(2)

Mark Mader

D. Randall Winn

________________

(1) The report was approved by the Audit Committee prior to changes in committee membership that became effective March 15, 2022.

(2) Mr. Enright joined the Audit Committee on March 15, 2022 after the report was approved and is a current member of the Audit Committee.

PROPOSAL NO. 3—ADVISORY VOTE ON FREQUENCY OF ADVISORY NON-BINDING VOTES ON COMPENSATION OF NAMED EXECUTIVE OFFICERS

Beginning with our annual meeting of stockholders in 2023, as required by Section 14A of the Exchange Act, we will provide our stockholders with the opportunity to cast a non-binding advisory vote to approve the compensation of our named executive officers. We are providing our stockholders with the opportunity to cast a non-binding advisory vote to approve the frequency at which we should conduct non-binding advisory stockholder votes on the compensation of our named executive officers. Stockholders may vote to conduct the non-binding advisory vote on named executive officer compensation every year, every two years or every three years, or may abstain from voting.

Advisory Vote on Frequency of Advisory Non-Binding Vote on Compensation of Named Executive Officers

Our Board recommends that the advisory non-binding vote on named executive officer compensation should be conducted every year so that our stockholders may provide us with more frequent feedback on our compensation philosophy, policies and practices, as disclosed in our proxy statement, each year. This determination was based upon the premise that named executive officer compensation is evaluated, adjusted and approved on an annual basis by our Compensation Committee and that the measures that are used in determining performance-based award achievements are annual measures, although we look to both short-term and long-term business outcomes. The Compensation Committee, which administers our executive compensation program, values the opinions expressed by our stockholders in these advisory votes and will consider the outcome of these votes in making its decisions on named executive officer compensation, along with other relevant factors.

Because this vote is advisory in nature and will not be binding on us, the Compensation Committee, or the Board, our Compensation Committee and the Board may decide that it is in the best interests of our stockholders and the company to hold an advisory non-binding vote on executive compensation more or less frequently than the option approved by our stockholders. Although the vote is non-binding, the Compensation Committee and the Board value the opinions of our stockholders and will consider the outcome of the vote in making a determination on the frequency at which advisory votes on named executive officer compensation will be conducted.

Vote Required

The frequency that receives the affirmative vote of the holders of a majority of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on the proposal will be the frequency recommended by stockholders. If no frequency receives the foregoing vote, then we will consider the option of ONE YEAR, TWO YEARS, or THREE YEARS that receives the highest number of votes cast to be the frequency recommended by stockholders. Abstentions and broker non-votes will have no effect on the outcome of the vote.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR A FREQUENCY OF EVERY “ONE YEAR” FOR THE NON-BINDING ADVISORY VOTE ON THE COMPENSATION OF OUR NAMED EXECUTIVE OFFICERS.

PROPOSAL NO. 4—ADMINISTRATIVE AMENDMENTS TO GOVERNING DOCUMENTS RELATED TO OUR REORGANIZATION

Background on Our Recent Reorganization

On October 29, 2021, ZoomInfo Intermediate Inc. (formerly known as ZoomInfo Technologies Inc.) (“Old ZoomInfo”) implemented a series of internal reorganizational steps (the “Reorganization”) that resulted in (a) the Company becoming the direct parent company of Old ZoomInfo and replacing Old ZoomInfo as the public company trading on the Nasdaq Global Select Market and (b) the Company directly and indirectly wholly owning ZoomInfo Holdings LLC (“ZoomInfo OpCo”).

As part of the Reorganization and pursuant to an Agreement and Plan of Merger (the “PubCo Merger Agreement”) among Old ZoomInfo, the Company and ZoomInfo Merger Sub 1 Inc., which was a wholly owned subsidiary of the Company (“Merger Sub 1”), Merger Sub 1 merged (the “PubCo Merger”) with and into Old ZoomInfo in accordance with Section 251(g) of the General Corporation Law of the State of Delaware (the “DGCL”). In accordance with the terms of the PubCo Merger Agreement each share of Old ZoomInfo’s Class A common stock (“Old ZoomInfo Class A Common Stock”) and Old ZoomInfo’s Class B common stock (“Old ZoomInfo Class B Common Stock”), in each case issued and outstanding immediately prior to the PubCo Merger, was automatically converted into one share of the Company’s Class A common stock (“Company Class A Common Stock”) and one share of the Company’s Class B common stock (“Company Class B Common Stock”), respectively, in each case, evidencing the same proportional interests in the Company and having the same par value, designation, rights, powers and preferences, and qualifications, limitations and restrictions as a share of the respective class of Old ZoomInfo’s common stock immediately prior to the PubCo Merger. As a result of the PubCo Merger, (a) Old ZoomInfo’s stockholders automatically became stockholders of the Company, on a one-for-one basis, with the same number and ownership percentage of shares of the same class as they held in Old ZoomInfo immediately prior to the PubCo Merger, (b) Old ZoomInfo changed its name to “Zoom Intermediate Inc. and became a wholly owned subsidiary of the Company and (c) the Company amended its name to “ZoomInfo Technologies Inc.”

Immediately after the PubCo Merger and as part of the Reorganization, pursuant to a separate Agreement and Plan of Merger (the “OpCo Merger Agreement”) among the Company, ZoomInfo Holdings LLC (“ZoomInfo OpCo”), and ZoomInfo Merger Sub 2 LLC, which was a wholly-owned subsidiary of the Company (“Merger Sub 2”), Merger Sub 2 merged (the “OpCo Merger”) with and into ZoomInfo OpCo. In connection with the OpCo Merger, (i) each outstanding ZoomInfo OpCo Class A Common Unit, Class P Unit and LTIP Unit (each as defined in the limited liability company agreement of ZoomInfo OpCo) was automatically converted into the number of shares of Company Class A Common Stock equal to the number of shares of Old ZoomInfo Class A Common Stock such unit was exchangeable for under the limited liability company agreement of ZoomInfo OpCo and (ii) all outstanding shares of Company Class B Common Stock were transferred to the Company and cancelled.

Prior to the completion of the Reorganization, all issued and outstanding shares of Old ZoomInfo’s Class C common stock, par value $0.01 per share, were converted into equal number of shares of Old ZoomInfo Class A Common Stock by the holders thereof pursuant to the terms of the certificate of incorporation of Old ZoomInfo then in effect.

Therefore, the Company now has only one class of common stock outstanding—i.e. the Company Class A Common Stock.

Proposal No. 4A−Amend Provisions Relating to Our Classes of Common Stock

General

As a result of the Reorganization, the Company has only one class of common stock outstanding—i.e. the Company Class A Common Stock. Accordingly, at the Annual Meeting, our stockholders will be asked to approve the Second Amended and Restated Certificate of Incorporation (as proposed to be amended and restated, the “Second Amended and Restated Certificate of Incorporation”) to (i) delete provisions no longer applicable following the cancellation of all outstanding shares of our former Class B common stock and the conversion of all outstanding shares of our former Class C common stock for shares of Class A common stock; and (ii) to rename the Company Class A Common Stock as the “Common Stock,” as described below.

Our Board of Directors believes that amending and restating the Amended and Restated Certificate of Incorporation to provide for a single class of Common Stock is in the best interest of stockholders, simplifies our Amended and Restated Certificate of Incorporation and furthers the Company’s commitment to effective corporate governance. Accordingly, on March 15, 2022, our Board of Directors approved and declared advisable the Second Amended and Restated Certificate of Incorporation.

Changes in the Amended and Restated Certificate of Incorporation

Currently under our Amended and Restated Certificate of Incorporation, the Company is authorized to issue 3,500,000,000 shares of common stock, divided into four classes as follows: (i) 200,000,000 shares of Preferred Stock, par value of $0.01 per share; (ii) 2,500,000,000 shares of Company Class A Common Stock; (iii) 500,000,000 shares of Company Class B Common Stock and (iv) 300,000,000 shares of the Company’s Class C common stock, par value of $0.01 per share (“Company Class C Common Stock”). The Amended and Restated Certificate of Incorporation also entitles holders of shares of Company Class B Common Stock and Company Class C common stock ten votes for each such share on all matters on which stockholders are entitled to vote generally. The Amended and Restated Certificate of Incorporation also provides for (a) the exchange of shares of Company Class B Common Stock (along with the paired Class A Common Unit or Class P Unit) for shares of Company Class A Common Stock, and (b) the conversion of shares of Company Class C Common Stock into shares of Company Class A Common Stock, in each case subject to the terms therein. As there are no longer any shares of Company Class B Common Stock and Company Class C Common Stock outstanding, we are seeking stockholder approval to:

•delete provisions relating to our former Company Class B Common Stock and Company Class C Common Stock, which are no longer applicable following the Reorganization; and

•rename our remaining class of common stock, i.e., the Class A common stock, as the “Common Stock.”

We are not seeking to increase the number of shares of common stock or preferred stock authorized for issuance under the Amended and Restated Certificate of Incorporation, although all of the authorized shares formerly allocated to the Company Class B Common Stock and the Company Class C Common Stock will now be part of the Common Stock which the Company will be authorized to issue.

If stockholders approve the Second Amended and Restated Certificate of Incorporation, the Company will be authorized to issue 3,300,000,000 shares of Common Stock and 200,000,000 shares of preferred stock, consistent with the existing authorized capital in our Amended and Restated Certificate of Incorporation.

Appendix A to this Proxy Statement shows the proposed changes to the Amended and Restated Certificate of Incorporation to reflect the elimination of our former Class B common stock and Class C common stock, and to rename our Class A common stock as the “Common Stock.” The above description of this Proposal No. 4A is qualified in its entirety by the actual text of the proposed Second Amended and Restated Certificate of Incorporation, as set forth in Appendix A.

Effective Date and Vote Required

If this Proposal No. 4A is approved by the requisite vote of our stockholders at the Annual Meeting, the Second Amended and Restated Certificate of Incorporation will be filed with the Secretary of State of the State of Delaware and become effective promptly following the Annual Meeting. As required by Delaware law, if this Proposal No. 4A is not approved by the requisite vote of our stockholders at the Annual Meeting, the Second Amended and Restated Certificate of Incorporation will not become effective.

This Proposal No. 4A requires the approval by the affirmative vote of the holders of at least 66 2/3% of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on this proposal. Abstentions or other failure to vote will have the effect of a vote against this proposal. Brokers may vote shares with respect to this proposal in the absence of client instructions and, thus, there will be no broker non-votes with respect to this proposal.

This Proposal No. 4A is separate from, and is not conditioned on, the approval of Proposal No. 4B (Remove Pass-Through Voting Provision from the Old ZoomInfo Charter). Your vote on Proposal No. 4B does not affect your vote on Proposal No. 4A. You can vote FOR or AGAINST, or ABSTAIN from voting, on either of these proposals.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION AS DESCRIBED ABOVE AND AS SET FORTH IN APPENDIX A HERETO.

Proposal No. 4B−Remove Pass-Through Voting Provision from the Old ZoomInfo Charter

General

As required by Section 251(g) of the DGCL and in connection with the PubCo Merger, Old ZoomInfo’s Amended and Restated Certificate of Incorporation was amended and restated (as so amended and restated, the “Old ZoomInfo Charter”). The Old ZoomInfo Charter provides that all acts or transactions involving Old ZoomInfo (other than the election or removal of directors) that, if taken immediately prior to the effective time of the PubCo Merger, would have required the approval of the stockholders of Old ZoomInfo under the DGCL or the certificate of incorporation or bylaws of Old ZoomInfo then in effect , will also require the approval of the Company’s stockholders by the same vote as would have been required immediately prior to the effective time of the PubCo Merger (the “Pass-Through Voting Provision”). Accordingly, the Pass-Through Voting Provision peculiarly gives the Company’s stockholders direct voting rights with respect to matters affecting its subsidiary—Old ZoomInfo—that would otherwise only require the approval of the Company as Old ZoomInfo’s sole stockholder. Absent a provision like the Pass-Through Voting Provision, there is no general requirement under Delaware law that stockholders of a parent entity be given the right to vote on transactions involving the parent entity’s wholly owned subsidiaries.

Our Board of Directors seeks approval from the Company’s stockholders to amend the Old ZoomInfo Charter to remove the Pass-Through Voting Provision. Among other things, the elimination of the Pass-Through Voting Provision would allow the Company, as Old ZoomInfo’s sole stockholder, to approve certain corporate acts relating to Old ZoomInfo without the additional approval of the Company’s stockholders. The Pass-Through Voting Provision, which will be removed from the Old ZoomInfo Charter if the proposed amendment is approved, reads as follows:

Any act or transaction by or involving the corporation, other than the election or removal of directors of the corporation, that, if taken by the corporation immediately prior to the effective time of the merger of ZoomInfo Merger Sub 1 Inc. with and into the corporation (the “Merger Effective Time”), would have required, for its adoption under the General Corporation Law of the State of Delaware or under the certificate of incorporation or bylaws of the corporation immediately prior to Merger Effective Time, the approval of the stockholders of the corporation, shall, pursuant to Section 251(g)(7)(A) of the General Corporation Law of the State of Delaware, require, in addition to approval of the stockholders of the corporation, the approval of the stockholders of ZoomInfo NewCo Inc., a Delaware corporation (or any successor by merger), by the same vote as would have been required by the General Corporation Law of the State of Delaware and/or by the certificate of incorporation or bylaws of the corporation immediately prior to the Merger Effective Time.

A complete copy of the proposed amendment (the “Old ZoomInfo Charter Amendment”) is attached to this Proxy Statement as Appendix B.

Reasons for the Old ZoomInfo Charter Amendment

The Reorganization was implemented to streamline Old ZoomInfo’s corporate structure and governance by eliminating Old ZoomInfo’s umbrella partnership-C corporation (“UP-C”) structure and to move to a single-class common stock capital structure.

The removal of the Pass-Through Voting Provision will put the Company in the same position as substantially all other public holding companies that operate through multiple subsidiaries. Under Delaware law, certain acts, such as a change in domicile, the conversion of a wholly owned subsidiary from a corporation into a limited liability company, a merger involving the wholly owned subsidiary or an amendment to the certificate of incorporation of the subsidiary would require the approval of the parent corporation as the sole stockholder of the subsidiary, and would not normally require a vote of the stockholders of the parent corporation. It is uncommon for the stockholders of such public holding companies to have direct voting rights as to matters that affect only subsidiaries of the holding company. By removing this requirement, the Company will gain the flexibility and efficiency currently realized by nearly all other companies that operate under the same, or similar, structures.

Obtaining the approval of the stockholders of a public corporation would significantly delay Old ZoomInfo’s ability to complete certain actions and increase their costs, including through scheduling a vote of the Company’s stockholders at a regular annual meeting or at a special meeting. To avoid such delays and costs, and to provide maximum flexibility and efficiency under the Company’s new holding company structure, the Company proposes to remove the Pass-Through Voting Provision from the Old ZoomInfo Charter. Following the removal of the Pass-Through Voting Provision from the Old ZoomInfo Charter, stockholders of the Company would continue to have the voting rights typically provided to stockholders of a public holding company by Delaware law.

No Real Impact on Stockholder Rights

Removing the Pass-Through Voting Provision from the Old ZoomInfo Charter would have no effect on the right of stockholders of the Company to vote on matters relating to the Company, such as a merger or consolidation of the Company, a sale of all or substantially all of the Company’s assets, or any other acts or transactions requiring the approval of the Company’s stockholders under applicable law. If the proposed amendment is approved by the Company’s stockholders and effected, then the Pass-Through Voting Provision would be removed from the Old ZoomInfo Charter, and the Company would no longer be required to undertake the burdensome step of obtaining the additional approval of the Company’s stockholders for acts or transactions by or involving Old ZoomInfo as is currently required by the Pass-Through Voting Provision.

Effective Date and Vote Required

If this Proposal No. 4B is approved by the requisite vote of our stockholders at the Annual Meeting, the Old ZoomInfo Charter Amendment will be filed with the Secretary of State of the State of Delaware and become effective promptly following the Annual Meeting. As required by Delaware law, if this Proposal No. 4B is not approved by the requisite vote of our stockholders at the Annual Meeting, the Old ZoomInfo Charter Amendment will not become effective.

This Proposal No. 4B requires the approval by the affirmative vote of the majority of the voting power of the shares of stock present virtually or represented by proxy and entitled to vote on this proposal. Abstentions or other failure to vote will have the effect of a vote against this proposal. In addition, broker non-votes will have the effect of a vote against this proposal.

This Proposal No. 4B is separate from, and is not conditioned on, the approval of Proposal No. 4A (Amend Provisions Relating to our Classes of Common Stock). Your vote on Proposal No. 4A does not affect your vote on Proposal No. 4B. You can vote FOR or AGAINST, or ABSTAIN from voting on, either of these proposals.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” THE APPROVAL OF THE OLD ZOOMINFO CHARTER AMENDMENT AS DESCRIBED ABOVE AND AS SET FORTH IN APPENDIX B HERETO.

EXECUTIVE OFFICERS OF THE COMPANY

The following table presents summary information regarding each of our executive officers, including: our Chief Executive Officer, Henry Schuck; our Chief Financial Officer, Cameron Hyzer; our President and Chief Operating Officer, Chris Hays; and our President, Israel and Chief Technology Officer, Nir Keren. They were the only executive officers of the Company during 2021. We refer to them as our “Named Executive Officers” or “NEOs.” Our Named Executive Officers are appointed by, and serve at the discretion of, our Board of Directors. There are no family relationships among any of our directors or Named Executive Officers.


Name	Age	Principal occupation and other information
Henry Schuck	38	Mr. Schuck has served as Chief Executive Officer, Chairman of the Board and a director of ZoomInfo Technologies Inc. since its formation in November 2019 and served as Chief Executive Officer and a director of ZoomInfo Holdings LLC (formerly known as DiscoverOrg Holdings, LLC) since founding it in 2007. Prior to founding ZoomInfo Holdings LLC, Mr. Schuck was VP of Research & Marketing at iProfile, a sales intelligence firm focused on the IT market. Mr. Schuck is a cum laude graduate of the University of Nevada, Las Vegas with a B.S. in Business Administration and a B.S. in Hospitality Management and holds a J.D., cum laude, from The Ohio State University Moritz College of Law.
Cameron Hyzer	47	Mr. Hyzer has served as Chief Financial Officer of ZoomInfo Holdings LLC since 2018 and as Chief Financial Officer of ZoomInfo Technologies Inc. since its formation in November 2019. Prior to joining ZoomInfo Holdings LLC, Mr. Hyzer served as the Chief Financial Officer and an Executive Managing Director of Eze Software Group LLC, a global provider of order management and investment technology to hedge funds and asset managers, from 2013 to 2018 through its sale to SS&C Technologies, Inc. Prior to that, Mr. Hyzer served as Managing Director, Controller and Treasurer of ConvergEx Group, a provider of global agency brokerage and investment technology, from 2007 to 2013 and Vice President of Finance at Eze Castle Software from 2005 to 2007. Earlier in his career, Mr. Hyzer served in executive and financial roles at other software and information companies, including Thomson Financial and Cramer Systems, and started his career in investment banking and private equity at Broadview International LLC and Broadview Capital Partners, LLC. Mr. Hyzer holds a B.S. in Economics from the University of Pennsylvania Wharton School and a B.S. in Electrical Engineering from the University of Pennsylvania School of Engineering and Applied Science. Mr. Hyzer is also a CFA® charterholder.
Chris Hays	51	Mr. Hays has served as our President and Chief Operating Officer since July 2021 and as our Chief Operating Officer since February 2021. Prior to that, he served as Chief Revenue Officer of ZoomInfo Holdings LLC since February 2019 and as Chief Revenue Officer of ZoomInfo Technologies Inc. since its formation in November 2019. From 2016 to 2019, Mr. Hays served as Senior Director of Sales & Marketing Operations, VP of Sales Operations and Chief Operating Officer of ZoomInfo Holdings LLC. Prior to joining ZoomInfo OpCo, Mr. Hays co-founded Inside Sales Team, a provider of sales software and lead management, in 2008 and served as Head of Revenue Operations from 2008 to 2015. Prior to founding Inside Sales Team, Mr. Hays served as Director of Services Revenue at Avaya, a company specializing in business communications and services, from 2000 to 2008 and as Enterprise Sales representative of Lucent from 1995 to 2000. Mr. Hays holds a B.A. from the State University of New York Albany.
Nir Keren	36	Mr. Keren has served as Chief Technology Officer of ZoomInfo Technologies Inc. since 2020, ZoomInfo Holdings LLC since 2019, and at Zoom Information Inc. since 2015. In July 2021, he was promoted to President, Israel, and Chief Technology Officer of ZoomInfo Technologies Inc. Prior to joining Zoom Information Inc., Mr. Keren founded and served as Chief Technology Officer of adSAP, a company specializing in algorithms for Ad Tech, from 2015 to 2016. Prior to founding adSAP, Mr. Keren founded and served as Chief Technology Officer of ONDiGO, a modern-day mobile CRM, from 2012 to 2015. Prior to founding ONDiGO, Mr. Keren was an embedded software engineer for Ceragon Networks in Tel Aviv from 2010 to 2012. Mr. Keren holds a B.Sc. in Electrical and Computer Engineering from Ben-Gurion University.

EXECUTIVE COMPENSATION DISCUSSION AND ANALYSIS

Executive Summary

We became a public company in June 2020, and we filed our proxy statement in 2021 under the reduced reporting rules applicable to emerging growth companies. As of January 1, 2022, we ceased to be an emerging growth company and, therefore, this Proxy Statement includes additional detail regarding executive compensation that was previously not required, including (i) this executive compensation discussion and analysis, (ii) additional executive compensation tables below under “Executive Compensation Tables” that provide disclosure on grants of plan-based awards, award exercises, and potential payments upon termination or change in control, and (iii) an advisory vote on the preferred frequency of non-binding advisory stockholder votes on the compensation of our named executive officers, which is included as Proposal No. 3 in this Proxy Statement.

This compensation discussion and analysis describes our compensation philosophy, objectives, and program structure for our Named Executive Officers listed below. It also analyzes how and why our Compensation Committee arrived at specific compensation decisions during 2021 for our Named Executive Officers.

Our only executive officers during 2021 are listed in the table below.


Name			Position
Henry Schuck			Chief Executive Officer
Cameron Hyzer			Chief Financial Officer
Chris Hays			President and Chief Operating Officer
Nir Keren			President, Israel, and Chief Technology Officer

Executive Compensation Objectives and Philosophy

We operate in a highly competitive and rapidly evolving business environment. We must actively compete with other companies in attracting and retaining a world class, skilled executive management team, particularly in our technology sector, where there are a number of rapidly expanding software and other technology companies competing for a pool of highly qualified candidates. Our executive compensation program is designed to attract, motivate, incentivize and retain talented and seasoned technology leaders to grow our business and enable its success. To that end, we believe that executive compensation should:

•Reinforce desired behaviors, with a strong linkage between pay and performance;

•Align our Named Executive Officers’ interests with the long-term interests of our stockholders, with a focus on performance that drives value creation for our stockholders;

•Be externally competitive and internally fair;

•Support the Company’s structure, values, and culture;

•Support and reinforce strong governance practices and organizational accountability; and

•Adhere to principles of fiscal responsibility.

We have implemented compensation practices designed to motivate our employees, including our NEOs, to pursue our corporate objectives while incentivizing them to create long-term value for our stockholders. Our executive compensation program combines short-term and long-term components, including salary, annual cash-based incentive awards, and longer-term equity awards. While challenging to achieve, we believe we have found the proper mix of incentives that attracts, motivates and retains each NEO.

Our Compensation Committee regularly reviews and, if appropriate, adjusts our executive compensation program to match the size, scale, growth and other components of our business. Because our ability to compete and succeed in this dynamic environment is directly correlated to our ability to recruit, incentivize and retain talented and seasoned technology leaders, we expect to continue to adjust our approach to executive compensation to respond to our needs and market conditions as they evolve.

2021 Business Highlights

Our fiscal year 2021 business highlights included:

•Revenue of $747.2 million, an increase of 57% year-over-year.

•Operating income of $113.3 million and adjusted operating income of $306.6 million.

•GAAP operating income margin of 15% and adjusted operating income margin of 41%.

•Cash flow from operations of $299.4 million, and unlevered free cash flow of $347.0 million.

•Elimination of the UP-C corporate structure resulting in a single class of outstanding common stock, with one vote per share.

•Annual net revenue retention rate for 2021 of 116%, as compared to 108% for 2020.1

•Closed the year with 1,452 customers with $100,000 or greater in annual contract value.

Please see Appendix C for information about our non-GAAP financial measurements, including reconciliations to the most directly comparable GAAP-based financial measurements.

Executive Compensation Policies and Practices

Our executive compensation program adheres to the following practices:


What We Do			What We Don’t Do
☑ Emphasize long-term equity incentives			☒ No guaranteed “single-trigger” change in control payments
☑ Tie performance cash incentive opportunities to well-defined business objectives			☒ No tax reimbursement or tax gross-ups on severance or change in control payments
☑ Provide transparent disclosure of performance incentive targets and payout structure			☒ No special executive welfare or health benefits, or retirement plans not available to our employees generally
☑ Structure equity award acceleration linked to a change in control for post-IPO grants as “double triggered” requiring both a change in control and involuntary termination for accelerated vesting to apply			☒ No guaranteed compensation increases
☑ Provide for clawback of awards in the event of fraud, conduct contributing to a financial restatement or irregularity or other detrimental activities			☒ No hedging of our stock
☑ Assess risks of our executive compensation program			☒ No pledging of our stock
☑ Maintain a Compensation Committee comprised entirely of independent directors			☒ No strict benchmarking of compensation to a specific percentile or our peer group
☑ Retain an independent compensation advisor

1 Net revenue retention is an annual metric that calculated based on customers that were contracted for services at the beginning of the year, or, for those that became customers through an acquisition, at the time of acquisition. Net revenue retention is calculated as: (a) the annual contract value (“ACV”) for those customers at the end of the year divided by (b) the Company’s ACV at the beginning of the year plus the ACV of acquired companies at the time of acquisition.

Compensation Process

Role of Our Compensation Committee, Management and the Board

The Compensation Committee is appointed by our Board of Directors to assist with the Board’s oversight responsibilities with respect to the Company’s compensation and benefit plans, policies and programs, administration of Company equity plans and its responsibilities related to the compensation of the Company’s executive officers, directors, and senior management, as appropriate.

The Compensation Committee is primarily responsible for establishing and reviewing our general compensation strategy. The Compensation Committee meets periodically throughout the year to, among other responsibilities, manage and evaluate our executive compensation program, and generally determines, which may be subject to final Board of Directors approval, the principal components of compensation (base salary, cash performance incentives, and equity awards) for our executive officers on an annual basis; however, decisions may occur at other times for new hires, promotions or other special circumstances as our Compensation Committee determines appropriate. Since our IPO, our Compensation Committee and, in certain circumstances, our full Board, has been responsible for making all executive compensation determinations. The Compensation Committee does not delegate authority to approve executive officer compensation. From time to time, various other members of management and other employees as well as outside advisors or consultants may be invited by the Compensation Committee to make presentations, provide financial or other background information or advice or otherwise participate in Compensation Committee or Board of Directors meetings. Mr. Schuck, as our Chief Executive Officer, works closely with the Compensation Committee in managing the executive compensation program and attends some meetings of the Compensation Committee. He does not participate in the determination of his own compensation and is not present during decisions regarding his compensation.

Role of Compensation Consultant

In 2021, the Compensation Committee retained Compensia, Inc. (“Compensia”) to advise the Compensation Committee with respect to executive officer compensation. In addition, Compensia previously advised the Compensation Committee with respect to our post-IPO equity compensation program design, the design of our potential employee stock purchase plan, severance and change in control terms, and our company-wide equity strategy. Compensia does not provide any services to the Company other than advising on executive officer and non-employee director compensation. The Compensation Committee has determined that Compensia is independent from management and that Compensia’s work has not raised any conflicts of interest.

Benchmarking and Peer Group

In connection with our IPO, the Compensation Committee, in consultation with Compensia, conducted a peer group review and examined the following general criteria in order to support its recommendation: (i) U.S. headquartered companies; (ii) industry focus in the software or business services industry; (iii) financial scope reflecting companies of similar size and scale, including factors such as market cap, operating income and revenue; and (iv) compound annual revenue growth and other factors reflecting companies with a similar growth profile or stage of development. Based on Compensia’s review and recommendations, the Compensation Committee approved the following list of companies as an appropriate peer group for benchmarking executive compensation, and making compensation decisions (the “Peer Group”):


ACI Worldwide	CoStar Group	HubSpot	Paylocity Holding
Alteryx	Coupa Software	j2 Global	SolarWinds
ANSYS	Crowdstrike Holdings	MarketAxess Holdings	The Trade Desk
Aspen Technology	Datadog	Morningstar	Tradeweb Markets
Ceridian HCM Holding	Fair Isaac	MSCI	Tyler Technologies
		Paycom Software	Zoom Video Communications

The Compensation Committee considered the Peer Group when making compensation decisions in 2021 and determined that target total direct compensation and target annual and long-term incentive compensation were within a competitive range for the each NEO, except in the case of Mr. Schuck, who declined to receive any equity awards in 2021. See “- Long-Term Equity Compensation” below. This determination took into account the base salary increases, cash bonus targets, and equity awards for each NEO described below.

The Compensation Committee intends to continue to strive to provide compensation opportunities that generally align each NEO’s target total direct compensation within a competitive range of the market median and expects that a significant portion of each NEOs total compensation package will continue to be focused on rewarding long-term future performance through a combination of at-risk cash and long-term equity incentive awards.

Components of our Compensation Program and 2021 Compensation

2021 Executive Compensation Components

Our executive compensation program consists of the following primary components:

•Base salary;

•Cash-based incentive awards;

•Long-term equity compensation; and

•Severance and change in control-related payments and benefits.

We also provide our NEOs with comprehensive employee benefit programs such as medical, dental and vision insurance, a 401(k) plan, life and disability insurance, flexible spending accounts and other plans and programs made available to our eligible employees.

We believe all these elements provide a compensation package that attracts and retains qualified individuals, links individual performance to Company performance, focuses the efforts of our NEOs on the achievement of both our short-term and long-term objectives and aligns the interests of our NEOs with those of our stockholders. Our 2021 executive compensation program reflected our ongoing transition from a late-stage private company to a publicly traded company as we continued to emphasize long-term equity compensation as the most significant component of each Named Executive Officer’s compensation. The charts below show the pay mix of our CEO and other NEOs and the components of their pay for 2021, specifically the base salary and cash bonus amounts earned and the grant date fair value of equity awards granted in 2021.

Base Salary

We provide each NEO with a base salary for the services that the NEO performs for us. This compensation component constitutes a stable element of compensation while other compensation elements are variable. Base salaries may be increased based on the individual performance of the NEO, company performance, any change in the NEO’s position within our business, the scope of the NEO’s responsibilities and any changes thereto. Base salaries may also be increased under the terms of an NEO’s employment agreement, but in the case of Mr. Schuck, such salary may not be decreased below $512,000 without his consent. Base salaries typically reflect each NEO’s experience, skills, knowledge and responsibilities, although market data may also play a role in setting salary levels. We do not apply specific formulas to determine changes in salaries. Instead, the salaries of our NEOs are reviewed on an annual basis by the Compensation Committee based on our compensation philosophy and objectives.

Effective April 1, 2021, the Compensation Committee increased the base salaries for certain of our NEOs to reflect each individual’s responsibilities and performance and to bring their base salaries to more competitive levels. The table below sets forth the annual base salaries for our NEOs for 2021:


Name	2020 Base Salary	2021 Base Salary	Percentage Increase from 2020 Base Salary
Henry Schuck(1)	$512,000	$547,840	7.0%
Cameron Hyzer	$500,000	$525,000	5.0%
Chris Hays	$360,000	$385,200	7.0%
Nir Keren	$410,000	$410,000	—%

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(1)Pursuant to the terms of his employment agreement, Mr. Schuck is entitled to a base salary of $512,000, which may be increased, but not decreased without his consent.

Annual Cash Incentive Awards

A key objective of our compensation philosophy is to tie a significant portion of each NEO’s compensation to our performance. To help accomplish this objective, we provide annual performance-based cash bonus incentive opportunities for our NEOs, which are earned based on our achievement against corporate performance objectives established at the beginning of the fiscal year.

The table below shows the target annual cash bonus opportunity for each NEO as a percentage of his or her base salary and as a corresponding dollar amount for 2021:


Name	2021 Target Cash Bonus as a Percentage of Salary	2021 Target Cash Bonus as a Dollar Amount	Percentage Increase from 2020 Target Bonus as a Dollar Amount
Henry Schuck	83%	$454,750	7.0%
Cameron Hyzer	60%	$315,000	5.0%
Chris Hays(1)	56%	$214,000	7.0%
Nir Keren	50%	$205,000	—%

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(1)Pursuant to the terms of his employment agreement, Mr. Hays was eligible to receive a target cash incentive bonus and a maximum cash incentive bonus of $1,000,000 upon achievement of personal performance goals.

2021 Cash Incentive Bonus Plan

At the beginning of 2021, our Board approved our annual operating plan, which included performance objectives that the Compensation Committee used to design an annual cash incentive bonus plan for our NEOs and other employees (the “2021 Cash Incentive Bonus Plan”). The Compensation Committee considered a number of factors in selecting the performance objectives applicable to our NEOs’ annual cash bonus opportunities, including performance objectives that tie to our business strategy and support our short-term and long-term plans to profitably grow our business. The Compensation Committee determined that two key performance metrics - net new annual recurring revenue (“Net New ARR”) and fiscal year adjusted operating income (“AOI”) - are aligned with the key drivers of success during this phase of our business growth.

Other than Mr. Hays, whose 2021 cash bonus opportunity was initially based 100% on Net New ARR, subject to adjustment by the Compensation Committee, each NEO’s 2021 cash bonus opportunity was based equally on Net New ARR and AOI and capped at 200% maximum achievement. Bonus achievement was approved at 146.4% for Net New ARR and 194.8% for AOI, for a blended total achievement of approximately 170.6% of target, then rounded down to the nearest percentage point. In January 2022, the Compensation Committee awarded Mr. Hays an additional cash bonus to align his total 2021 cash bonus payout with that of other NEOs, such that all NEOs received a payout at 170% of target, after rounding down.

The following charts present the bonus payout formula relative to the target bonus opportunity based on 2021 Net New ARR and AOI achievement. The Net New ARR metric was based on targeted Net New ARR of $297.7 million and the AOI metric was based on targeted AOI of $294.7 million.


Metric	Payout Formula Under 2021 Cash Incentive Bonus Plan	Weight	Achieved
Net New ARR(1)	At target: 100% payout, increased or decreased as follows: •If above target, increased by 1% per $0.85 million above target, up to 150% achievement, then increased by another 1% per additional $0.4 million above 150% achievement, up to 200% maximum •If below target, decreased by 1% per $0.85 million below target, down to 50% achievement, then decreased by an additional 1% per additional $0.4 million below 50% achievement threshold, down to 0%	50%	146%
AOI(2)	At target: 100% payout, increased or decreased as follows: •If above target, increased by 1% per $0.25 million above target, up to 150% achievement, then increased by another 1% per additional $0.1 million above 150% achievement, up to 200% maximum •If below target, decreased by 1% per $0.25 million below target, down to 50% achievement, then decreased by an additional 1% per additional $0.1 million below 50% achievement threshold, down to 0%	50%	195%
Total Blended Achievement(3)			170%

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(1)Net New ARR is calculated based on the difference between annual recurring revenue at the end of the year and the beginning of the year. The calculation is adjusted for any acquisitions made during the year, if applicable.

(2)AOI is defined as income from operations plus (i) impact of fair value adjustments to acquired unearned revenue, (ii) amortization of acquired technology and other acquired intangibles, (iii) equity-based compensation expense, (iv) restructuring and transaction-related expenses, and (v) integration costs and acquisition-related compensation. For purposes of our cash incentive bonus plan determination only, AOI achievement is also adjusted to exclude additional or reduced bonus driven by the cash incentive bonus plan relative to target bonuses. The calculation is also adjusted for any acquisitions made during the year, if applicable.

(3)Total blended achievement was rounded down to the nearest percentage point.

Mr. Hays was also eligible to receive an additional incentive award of $1 million upon achievement of a stretch goal relating to Net New ARR for 2021. Although the stretch goal was not 100% achieved, based on 97.6% achievement, and in recognition of Mr. Hays’ considerable efforts and substantial achievement of the goal during 2021, the Compensation Committee recommended, and effective March 1, 2022 our Board granted, $750,000 in RSUs to Mr. Hays vesting on June 1, 2022. Because this award was granted in 2022, it is not reflected in the “Summary Compensation” or other tables in the “Executive Compensation Tables” section below and will be reflected in our proxy statement next year.

Long-Term Equity Compensation

During 2021, we granted equity compensation to our executives in the form of restricted stock awards (“RSAs”) and restricted stock units (“RSU”). The RSAs were initially awarded as partnership units (“LTIP Units”) intended to qualify as “profit interests” in our primary operating company for federal income tax purposes. In connection with the reorganization transactions described under Proposal No. 4 below, each of those LTIP Units was automatically converted into shares of our Class A common stock as described in note 1 to our audited consolidated financial statements included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, subject to the original vesting conditions.

Mr. Schuck did not receive any long-term equity compensation in 2021. Instead, upon Mr. Schuck’s request, and with the approval of the Compensation Committee, the Company allocated additional equity awards to non-executive officer employees for recognition and retention purposes.

We granted RSAs (initially partnership units as described above) to Messrs. Hyzer and Hays effective March 1, 2021 as part of the annual executive compensation process. Mr. Keren received two RSU awards in 2021. The first grant, effective March 1, 2021, was part of the standard annual executive compensation process. Mr. Keren was awarded additional RSUs on July 23, 2021 in connection with his promotion to the role of President, Israel, in addition to his role as our Chief Technology Officer.

The Compensation Committee believes that RSAs and RSUs align our NEOs’ interests with those of our stockholders by providing a return directly in line with our stock price and minimize incentive for short-term risk-taking at the expense of realizing long-term value. RSAs and RSUs encourage retention through vesting over the recipient’s continued employment with us over a multi-year period, cover fewer shares than stock options, minimize dilution to stockholders, and are the predominant type of equity award utilized by the peer companies with whom we compete for talent.

The table below sets forth the equity award grants to our NEOs in 2021:


Name	Award Type	Approximate Grant Date Fair Value	Vesting Schedule
Cameron Hyzer	RSA(1)	$3,000,049	34% vesting 3/1/2023 66% vesting 3/1/2024
Chris Hays	RSA(1)	$6,700,010	100% vesting 3/1/2024
Nir Keren	RSU (Israel)	$5,000,029	40% vesting 3/1/2023 60% vesting 3/1/2024
	RSU (Israel)	$10,000,012	100% vesting 1/1/2023

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(1)These RSAs were initially awarded as partnership units (“LTIP Units”) intended to qualify as “profit interests” in our primary operating company, ZoomInfo Holdings LLC (formerly DiscoverOrg Holdings, LLC) for federal income tax purposes that, subject to certain conditions, including vesting, were convertible by the holder into units of the operating company. During the year ended December 31, 2021, we issued unvested RSAs in exchange for all unvested LTIP Units owned directly by employees of the Company. The exchanged RSAs remain subject to the same service vesting requirements of the original LTIP Units. Upon fulfillment of the original employment service conditions, the restrictions will be lifted and the RSAs will convert to unrestricted shares of our Class A common stock.

Severance and Change in Control Benefits

Our NEOs are provided certain protections in the event of their termination of employment under specified circumstances, including following a change in control of the Company, as described in more detail in “Potential Payments upon Termination or Change in Control” below. We believe that these protections serve our retention objectives by helping our NEOs maintain continued focus and dedication to their responsibilities to maximize stockholder value, including in the event of a transaction that could result in a change in control of the Company. The chart below describes the material terms of these benefits for our NEOs, other than Mr. Keren.


Triggering Event(s)			Benefits
Employment is terminated without cause or NEO resigns for good reason in connection with a change in control			•A lump sum payment equal to 18 months (or 12 months, in the case of Mr. Hyzer) of NEO’s then-current base salary, plus 100% of NEO’s annual target cash bonus for the year of termination, less any amounts already paid for such year; •Any earned but unpaid bonus for the prior fiscal year; •In the case of Mr. Schuck and Mr. Hays, continuation for 18 months following the termination date of any health insurance benefits to which NEO was entitled as of the termination date; and •100% accelerated vesting of NEO’s outstanding equity awards subject to time-based vesting. In each case subject to NEO timely signing a release of claims that becomes effective.
Employment is terminated without cause or resigns for good reason (other than in connection with a change in control)			•A lump sum payment equal to 12 months of NEO’s then-current base salary, plus a pro-rated portion of NEO’s expected annual bonus for the year of termination, less any amounts already paid for such year; •In the case of Mr. Schuck or Mr. Hays, continuation for 12 months following the termination date of any health insurance benefits to which NEO was entitled as of the termination date; and •In the case of Mr. Schuck and Mr. Hays, accelerated vesting of the portion of NEO’s then-unvested equity awards subject to time-based vesting scheduled to vest within 12 months following the termination date. In each case subject to NEO timely signing a release of claims that becomes effective.
Employment is terminated due to death or disability			•A pro-rated portion of NEO’s expected annual bonus for the year of termination, less any amounts already paid for such year. •Up to 5,000 RSUs or RSAs vest, subject to certain exceptions.

In addition, in the event any of the payments provided for under the executive employment agreements, or otherwise payable to the NEO, would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and could be subject to the related excise tax under Section 4999 of the Internal Revenue Code, the NEO would be entitled to receive either full payment of benefits or such lesser amount which would result in no portion of the benefits being subject to the excise tax, whichever results in the greater amount of after-tax benefits to such executive. No employment letter with any of our NEOs provides for any tax gross-up payments.

Other Compensation

Employee Benefits

We provide various employee benefit programs to our NEOs, including medical, vision, and dental benefits. These benefit programs are generally available to all of our employees with certain variations based on jurisdictions and seniority. These benefits are provided to the NEOs to eliminate potential distractions from performing their regular job duties. We believe the cost of these programs is counterbalanced by an increase in productivity by the executives receiving access to them.

Limited Perquisites

Executive perquisites are not part of our general compensation philosophy; however, we provide limited perquisites and personal benefits that are not generally available to all employees when necessary to attract top talent. For example, in 2021, we provided Mr. Keren with a car allowance in the amount of $47,936 and contributed $30,097 to his study fund, which is a perquisite that is customary in Israel (in each case paid in New Israeli Shekels and translated to U.S. dollars at the average monthly USD to NIS exchange rate for 2021 of $1.00 = NIS 3.2318).

Retirement Plan

Messrs. Schuck, Hyzer, and Hays are eligible to participate in the defined contribution pension plan (the “401(k) Plan”) we maintain for all full-time U.S. employees. The 401(k) Plan is intended to qualify as a tax-qualified plan under Section 401(k) of the Code. The 401(k) Plan provides that each participant may contribute up to 90% of such participant’s compensation pursuant to certain restrictions. In 2021, we matched 50% of the employee’s contribution to the 401(k) plan up to the first 7% of their contribution. We may also make discretionary profit-sharing contributions to eligible participants. We do not have a defined benefit plan or any non-qualified deferred compensation arrangements.

Mr. Keren is ineligible to participate in our 401(k) Plan, however we contribute pension and severance amounts for him as required by Israeli law and voluntarily contribute an additional pension amount equal to 6.5% of his base salary.

The value of perquisites and other personal benefits provided to the NEOs is reflected in the “All Other Compensation” column of the “Summary Compensation Table” and the accompanying footnote.

Other Compensation Policies and Practices

Clawback

Under the terms of our 2020 Omnibus Incentive Plan (the “Plan”), if an incentive award recipient, including any of our Named Executive Officers, engages in any Detrimental Activity (as defined under the Plan), our Compensation Committee has the authority and discretion to cancel all or part of the recipient’s outstanding awards, or require full or partial forfeiture and/or repayment of any gain that the recipient realized upon the vesting or exercise of awards. “Detrimental Activity” includes unauthorized disclosure of confidential or proprietary information, any activity that would be grounds to terminate the recipient for cause, a breach of any restrictive covenant such as a non-competition agreement, or fraud or conduct contributing to any financial restatements or irregularities.

Additionally, we intend to comply with the Dodd-Frank Wall Street Reform and Consumer Protection Act and will adopt a separate clawback policy to the extent required by law as soon as, and to the extent that, the requirements of such clawbacks are finalized by the SEC. Furthermore, as a public company, if we are required to restate our financial results due to our material noncompliance with any financial reporting requirements under the federal securities laws as a result of misconduct, our Chief Executive Officer and Chief Financial Officer may be legally required to reimburse us for any bonus or other incentive-based or equity-based compensation they receive in accordance with the provisions of Section 304 of the Sarbanes-Oxley Act of 2002.

Policy Prohibiting Hedging and Pledging of Our Equity Securities

Our securities trading policy prohibits our employees, including our executive officers and directors, from engaging in short sales, hedging of stock ownership positions, and transactions involving derivative securities relating to our common stock; pledging Company securities as collateral for loans; and holding Company securities in margin accounts, except with the express advance written permission of our General Counsel. No shares of the Company beneficially owned by any director or NEO are pledged or held in a margin account.

Tax and Accounting Considerations

Taxation of “Parachute” Payments and Deferred Compensation

We do not provide, and have no obligation to provide, any of our NEOs with a “gross-up” or other reimbursement payment for any tax liability the NEO might owe because of the application of Sections 280G, 4999 or 409A of the the Internal Revenue Code of 1986, as amended (the “Code”). If any of the payments or benefits provided for under the change of control and severance agreements or otherwise payable to an NEO would constitute “parachute payments” within the meaning of Section 280G of the Code and could be subject to the related excise tax, the NEO would receive either full payment of such payments and benefits or such lesser amount that would cause no portion of the payments and benefits being subject to the excise tax, whichever results in the greater after-tax benefits to the NEO.

Deductibility of Executive Compensation

Section 162(m) of the Code generally limits the amount we may deduct from our federal income taxes for compensation paid to our Chief Executive Officer and other U.S.-based executive officers to $1 million per executive officer per year, subject to certain exceptions. We have not previously taken the deductibility limit imposed by Section 162(m) into consideration in setting compensation for our executive officers and do not currently have any immediate plans to do so. The Compensation Committee has authorized, and may in the future, in its judgment, authorize, compensation payments that are not fully tax deductible when it believes that such payments are appropriate to attract and retain executive talent or meet other business objectives. The Compensation Committee intends to continue to compensate our current and former executive officers in a manner consistent with our best interests and the best interests of our stockholders.

Accounting for Stock-Based Compensation

Under Financial Accounting Standard Board ASC Topic 718 (“ASC 718”), we are required to estimate and record an expense for each award of equity compensation over the vesting period of the award. We record share-based compensation expense on an ongoing basis according to ASC 718. The accounting impact of our compensation programs is one of many factors that the Compensation Committee considers in determining the structure and size of our executive compensation programs.

ASC 718 requires us to measure the compensation expense for all share-based payment awards made to our employees and non-employee members of our Board, based on the grant date “fair value” of these awards. This calculation is performed for accounting purposes and reported in the executive compensation tables below, even though the recipient may never realize any value from such awards.

Performance-Based Awards under our 2020 Omnibus Incentive Plan

From time to time, we may grant equity-based or cash-based awards under the 2020 Omnibus Incentive Plan that will become earned or will vest and become exercisable upon the attainment of Performance Conditions. For purposes of this Proxy Statement, “Performance Conditions” means specific levels of performance of the Company (and/or one or more of its subsidiaries, divisions or operational and/or business units, product lines, brands, business segments, administrative departments, or any combination of the foregoing), which may be determined in accordance with GAAP or on a non-GAAP basis on, without limitation, the following measures: (i) net earnings, net income (before or after taxes), or consolidated net income; (ii) basic or diluted earnings per share (before or after taxes); (iii) revenue, net revenue, net revenue growth, annual recurring revenue, or net new annual recurring revenue; (iv) gross revenue or gross revenue growth, gross profit or gross profit growth; (v) operating income or net operating profit (before or after taxes); (vi) return measures (including, but not limited to, return on investment, assets, capital, employed capital, invested capital, equity, or sales); (vii) cash flow measures (including, but not limited to, operating cash flow, free cash flow, or cash flow return on capital), which may be but are not required to be measured on a per share basis; (viii) actual or adjusted earnings before or after interest, taxes, depreciation, and/or amortization (including EBIT and EBITDA); (ix) gross or net operating margins; (x) productivity ratios; (xi) share price (including, but not limited to, growth measures and total stockholder return); (xii) expense targets or cost reduction goals, general and administrative expense savings; (xiii) operating efficiency; (xiv) objective measures of customer/client satisfaction; (xv) working capital targets; (xvi) measures of economic value added or other ‘value creation’ metrics; (xvii) enterprise value; (xviii) sales; (xix) stockholder return; (xx) customer/client retention; (xxi) competitive market metrics; (xxii) employee retention; (xxiii) objective measures of personal targets, goals, or completion of projects (including, but not limited to, succession and hiring projects, completion of specific acquisitions, dispositions, reorganizations, or other corporate transactions or capital-raising transactions, expansions of specific business operations, and meeting divisional or project budgets); (xxiv) comparisons of continuing operations to other operations; (xxv) market share; (xxvi) customer growth, including growth by customer category or annual contract value; (xxvii) cost of capital, debt leverage, year-end cash position or book value; (xxviii) strategic objectives; or (xxix) any combination of the foregoing. Any one or more of the aforementioned performance criteria may be stated as a percentage of another performance criteria, or used on an absolute or relative basis to measure the performance of one or more of the Company or its subsidiaries as a whole or any divisions or operational and/or business units, product lines, brands, business segments, or administrative departments of the Company and/or one or more of its subsidiaries or any combination thereof, as the Compensation Committee of our Board of Directors or such other committee of our Board of Directors to which it has properly delegated power, or if no such committee or subcommittee exists, our Board of Directors (the “Committee”) may deem appropriate, or any of the above performance criteria may be compared to the performance of a selected group of comparison companies, or a published or special index that the Committee, in its sole discretion, deems appropriate, or as compared to various stock market indices.

Compensation Risk Assessment

In February 2021, and again in March 2022, in consultation with management, our Compensation Committee assessed our compensation plans, policies and practices for all employees, including our NEOs, and concluded that they do not create risks that are reasonably likely to have a material adverse effect on our Company. This risk assessment included, among other things, a review of our cash and equity incentive-based compensation plans to ensure that they are aligned with our company performance goals and do not encourage our employees to take inappropriate risks and overall target total direct compensation to ensure an appropriate balance between fixed and variable pay components. Our Compensation Committee conducts this assessment annually.

Compensation Committee Report

The Compensation Committee has reviewed and discussed with the Company’s management the executive compensation discussion and analysis (the “CD&A”) contained in this Proxy Statement. Based on this review and discussion, the Compensation Committee has recommended to our Board of Directors that the CD&A be included in this Proxy Statement and incorporated into our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

Respectfully submitted by the members of the Compensation Committee(1) of the Board.

Randall Winn, Chair

Ashley Evans(2)

Todd Crockett

Patrick McCarter(1)

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(1) The report was approved by the Compensation Committee prior to changes in committee membership, which became effective March 15, 2022, and prior to Mr. McCarter’s resignation, which became effective March 21, 2022.

(2) Ms. Evans joined the Compensation Committee on March 15, 2022 after the report was approved and is a current member of the Compensation Committee.

EXECUTIVE COMPENSATION TABLES

Summary Compensation Table

The following table presents summary information regarding the total compensation awarded to, earned by, or paid to each of our Named Executive Officers, for their service for the fiscal years indicated.


Name and Principal Position	Year	Salary ($)(1)	Bonus ($)(2)	Stock Awards ($) (3)	Non-Equity Incentive Plan Compensation ($)(4)	All Other Compensation ($)(5)	Total ($)
Henry Schuck Chief Executive Officer	2021	538,880	—	—	760,604	9,750	1,309,234
	2020	474,832	—	3,765,600	603,500	9,750	4,853,682
	2019	371,539	350,000	3,780,583	—	65,880	4,568,002
Cameron Hyzer Chief Financial Officer	2021	518,750	—	3,000,049	529,212	9,750	4,057,761
Chris Hays President and Chief Operating Officer	2021	378,900	48,426	6,700,010	309,500	11,725	7,448,561
	2020	366,923	—	1,766,190	1,000,000	9,175	3,142,288
	2019	362,901	112,500	3,958,003	1,000,000	1,973	5,435,377


Nir Keren President, Israel and Chief Technology Officer	2021	459,630	106,516	15,000,042	339,275	157,548	16,063,011
	2020	365,932	100,000	4,000,017	224,973	135,593	4,826,515

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(1)The amounts reported represent the named executive officer’s base salary earned during the fiscal year covered.

(2)The amount reported in this column for Mr. Hays represents a discretionary cash bonus award based on achievement of company performance objectives. The amounts reported in this column for Mr. Keren represent the portion of the retention bonus to which he was entitled under his offer letter that was earned as of February 1 of each fiscal year. See “Executive Compensation Discussion and Analysis” above.

(3)Represents the aggregate grant date fair value of stock awards granted, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718, Compensation—Stock Compensation (“Topic 718”), without taking into account estimated forfeitures. The fiscal 2020 and 2021 stock awards consist of grants of time-vesting Class P Units, LTIP Units and restricted stock units issued under the ZoomInfo Technologies Inc. 2020 Omnibus Incentive Plan (the “2020 Omnibus Incentive Plan”). As noted in Note 1: “Organization and Background” and Note 16: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, during the year ended December 31, 2021, the Company issued shares of unvested restricted stock in exchange for all unvested Class P Units and LTIP Units owned directly by the NEOs and other employees of the Company. Those exchanged shares of restricted stock (“RSAs”) remain subject to the same service vesting requirements of the original units and, upon fulfillment of the original employment service conditions, the restrictions will be lifted and the restricted stock will convert to unrestricted shares of the Company’s Class A common stock. Terms of the stock awards are summarized in “Executive Compensation Discussion and Analysis” above. The assumptions made when calculating the amounts are found in Note 16: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021.

(4)Amounts in this column for fiscal 2021 include cash incentive bonuses earned by our NEOs in 2021. See “Executive Compensation Discussion and Analysis” above.

(5)The amounts reported represent our 401(k) Plan (as defined below) matching contributions on behalf of Messrs. Schuck, Hyzer and Hays. The amounts reported for Mr. Keren includes, a car allowance, the aggregate incremental cost to the Company of company-provided meals and gifts, tax gross-up payments in respect of perquisites, disability insurance benefits, contributions to pension and severance funds, commuting allowance and recreation pay as required under Israeli law, contribution of pension amounts for Mr. Keren above the amounts required under Israeli law and contributions to Mr. Keren’s study fund. These amounts were payable in New Israeli Shekels and translated to U.S. dollars at the average monthly USD to NIS exchange rate for 2021 of $1.00 = NIS 3.2318 and the average monthly USD to NIS exchange rate for 2020 of $1.00 = NIS 3.4424 For a description of our 401(k) Plan, see “Executive Compensation Discussion and Analysis” above.

Grants of Plan-Based Awards in Fiscal 2021

The following table presents information regarding grants of plan-based awards during 2021 to our NEOs. The non-equity incentive plan awards were granted under our 2021 Cash Incentive Bonus Plan, as described in greater detail in “Executive Compensation Discussion and Analysis” above. The equity incentive plan awards were granted under our 2020 Omnibus Incentive Plan. The vesting schedule for the awards is set forth below in the table “Outstanding Equity Awards at 2021 Fiscal Year-End.”


			Estimated Future Payouts Under Non-Equity Incentive Plan Awards(1)			All Other Stock Awards: Number of Shares of Stock or Units (#)	Grant Date Fair Value of Stock and Option Awards ($)
Name	Award Type(2)	Grant Date	Threshold ($)	Target ($)	Maximum ($)
Henry Schuck	Cash		—	$454,750	$909,500
Cameron Hyzer	Cash		—	$315,000	$630,000
	RSA	3/1/2021				57,231	3,000,049
Chris Hays	Cash		—	$214,000	$428,000
	RSA	3/1/2021				127,814	6,700,010
Nir Keren	Cash		—	$205,000	$410,000
	RSU	3/1/2021				95,384	5,000,029
	RSU	7/23/2021				187,161	10,000,012
(1) Represents the range of possible payouts to our NEOs under the 2021 Cash Bonus Incentive Plan, as further described above under “Executive Compensation Discussion & Analysis.”
(2) RSAs were originally granted as LTIP Units. As noted in Note 1: “Organization and Background” and Note 16: “Equity-based Compensation” to our audited consolidated financial statements included in Part II, Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2021, during the year ended December 31, 2021, the Company issued shares of unvested restricted stock in exchange for all unvested Class P Units and LTIP Units owned directly by the NEOs and other employees of the Company. Those exchanged shares of restricted stock remain subject to the same service vesting requirements of the original units and, upon fulfillment of the original employment service conditions, the restrictions will be lifted and the restricted stock will convert to unrestricted shares of the Company’s Class A common stock. Terms of the stock awards are summarized in “Executive Compensation Discussion and Analysis” above. The assumptions made when calculating the amounts are found in Note 16: “Equity-based Compensation” to our audited consolidated financial statements included

SEC Form DEF 14A filed by ZoomInfo Technologies Inc