ZoomInfo Technologies Inc.GTM
ZoomInfo Technologies Inc. Stock Compensation Disclosure
Note 13 - Equity-based Compensation
2020 Omnibus Incentive Plan - On May 26, 2020, the Board adopted the Omnibus Plan. The Omnibus Plan provides for potential grants of the following awards with respect to shares of the Company’s common stock or securities valued by reference to, or otherwise determined by reference to or based on, shares of common stock: (i) incentive stock options qualified as such under U.S. federal income tax laws; (ii) non-qualified stock options or any other form of stock options; (iii) stock appreciation rights; (iv) restricted stock; (v) restricted stock units; (vi) interests in a limited liability company that is a subsidiary of the Company, and (vii) other equity-based and cash-based incentive awards as determined by the compensation committee of the Board or any properly delegated subcommittee.
The maximum aggregate number of shares of common stock that could be issued pursuant to awards under the Omnibus Plan was 18,650,000 shares (including other securities which have been issued under the plan and were converted into awards based on shares of common stock) (the “Plan Share Reserve”). The Omnibus Plan also contains a provision that will add an additional number of shares of common stock to the Plan Share Reserve on the first day of each year starting with January 1, 2021, equal to the lesser of (i) the positive difference between (x) 5% of the number of shares of common stock outstanding on the last day of the immediately preceding year, and (y) the Plan Share Reserve on the last day of the immediately preceding year, and (ii) a lower number of shares of common stock as may be determined by the Board. As of December 31, 2025, the number of shares remaining available for future issuance under the Omnibus Incentive Plan was 17,318.
The Company currently has equity-based compensation awards outstanding as follows: restricted stock units, common stock options, and CEO Premium-Priced Performance Option. In addition, the Company recognizes equity-based compensation expense from awards granted to employees as further described below under HSKB Phantom Units.
Except where indicated otherwise, the equity-based compensation awards described below are subject to time-based service requirements. For all grants issued, the service vesting condition is generally four years with 25% vesting on the one-year anniversary of the grant date of the award and 6.25% vesting quarterly thereafter; or three years with 33% vesting on the one-year anniversary of the grant date of the award and 8.375% vesting quarterly thereafter.
The Company issues Performance-based Restricted Stock Units (PRSUs) that generally vest in three annual tranches over a three-year performance period, with allocation percentages varying by specific award terms. The actual number of PRSUs that employees ultimately earn depends on performance and may range from 0% to between 50% and 200% of the originally granted PRSUs. This payout percentage is determined by whether the Company or individual achieves specific performance targets during the related performance period, and employees must also maintain continued service with the Company. Performance is evaluated solely during each applicable performance period, with no opportunity to make up for unmet targets related to a previous performance period. Once PRSUs are earned based on the achieved performance level, they are settled by issuing an equivalent number of shares of the Company's common stock to the recipients.
During the second quarter of 2024, the Company issued market-based RSUs, which were approved by the Board. These awards will vest over the performance period which commenced on June 20, 2024, and will conclude on April 1, 2027. The vesting is based on the attainment of an average 30-day closing price of the applicable stock price threshold of the Company’s common stock at any time during the performance period and subject to continuous employment through the vesting dates.
| Tranche | Company Stock Price Target | Number of Eligible Market-Based RSUs | Satisfaction of Minimum Service Requirement | |||||||||||||||||
| 1 | $15.11 | 110,295 | Service through and including January 1, 2025 | |||||||||||||||||
| 2 | 17.61 | 110,294 | Service through and including October 1, 2025 | |||||||||||||||||
| 3 | 20.11 | 110,294 | Service through and including July 1, 2026 | |||||||||||||||||
| 4 | 22.61 | 110,294 | Service through and including April 1, 2027 | |||||||||||||||||
In November 2025, the Company granted 9,678,000 stock option awards to our Chief Executive Officer and Chairman of the Company (the “CEO Premium-Priced Performance Option”) at an exercise price equal to $13.54, representing a premium price that is 140% of the fair market value of the price per share as of the Grant Date.
The CEO Premium-Priced Performance Option will vest based on the Company’s adjusted free cash flow per share and stock price performance over 12-month periods ending on the last day of each of the eight fiscal quarters of the Company during 24-month measurement periods (the “Performance Measurement Period”), starting with the fiscal quarter of the Company ending on or immediately following the one-year anniversary of the Grant Date and ending with the last fiscal quarter ending prior to the 10-year expiration date of the award. Under the terms of the CEO Premium-Priced Performance Option, the award is divided into six equal tranches, with each tranche subject to a stock price goal (based on average closing stock price over a 20 consecutive trading day period) and adjusted free cash flow per share goal as follows:
| Tranche | Stock Price Goal | Stock Price Goal Increase from Per Share Fair Market Value as of the Grant Date | Adjusted Free Cash Flow per Share Goal | |||||||||||||||||
| 1 | $40.00 | 414% | $2.50 | |||||||||||||||||
| 2 | 60.00 | 620% | 3.00 | |||||||||||||||||
| 3 | 70.00 | 724% | 3.50 | |||||||||||||||||
| 4 | 80.00 | 827% | 4.00 | |||||||||||||||||
| 5 | 90.00 | 931% | 4.50 | |||||||||||||||||
| 6 | 100.00 | 1,034% | 5.00 | |||||||||||||||||
To vest, both the stock price goal and the adjusted free cash flow goal must be achieved during the Performance Measurement Period. In addition, to ensure that the stock price goal is not achieved merely because the Company’s stock price appreciates due to broad market inflation, the stock price goal will only be satisfied if the Company’s TSR performance for the applicable 12-month period is at or above the 25th percentile of all companies in the Russell 3000 Index as of the Grant Date.
If the performance goals with respect to a tranche are satisfied prior to the applicable vesting date, such tranche will remain outstanding and will vest on the applicable vesting date, subject to continued service through such date. The service-based vesting condition lapses in one-third annual installments on each of the three-year, four-year and five-year anniversaries of the Grant Date.
Equity-based compensation expense is recognized over the requisite service period as each performance condition becomes probable of achievement. The weighted average grant fair value was $3.34. We measured the fair value of the CEO Premium-Priced Performance Option using a Monte Carlo simulation approach with the following assumptions: risk-free interest rate of 3.96%, expected term of years, expected volatility of 52.34%, and dividend yield of 0%.
Certain additional grants have other vesting periods approved by the Compensation Committee of the Board.
Restricted Stock Units
Restricted stock unit activity was as follows during the periods indicated:
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||||||
| Restricted Stock Units | Weighted Average Grant Date Fair Value | Restricted Stock Units | Restricted Stock Units | ||||||||||||||||||||
| Unvested at beginning of period | 15,220,019 | $ | 17.37 | 12,636,460 | 10,377,568 | ||||||||||||||||||
| Granted | 9,171,980 | 10.27 | 11,205,269 | 8,731,967 | |||||||||||||||||||
| Granted - performance-based | 1,617,489 | 9.56 | 272,797 | 509,824 | |||||||||||||||||||
| Granted - market-based | — | — | 441,177 | — | |||||||||||||||||||
| Vested | (6,396,878) | 18.74 | (5,295,543) | (4,292,910) | |||||||||||||||||||
| Forfeited | (3,284,970) | 16.16 | (4,040,141) | (2,689,989) | |||||||||||||||||||
| Unvested at end of period | 16,327,640 | 12.32 | 15,220,019 | 12,636,460 | |||||||||||||||||||
Restricted Stock
Restricted stock activity was as follows during the periods indicated:
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||||||
| Restricted stock | Weighted Average Grant Date Fair Value | Restricted stock | Restricted stock | ||||||||||||||||||||
| Unvested at beginning of period | — | $ | — | 347,976 | 858,560 | ||||||||||||||||||
| Vested | — | — | (327,564) | (499,607) | |||||||||||||||||||
| Forfeited | — | — | (20,412) | (10,977) | |||||||||||||||||||
| Unvested at end of period | — | — | — | 347,976 | |||||||||||||||||||
Common Stock Options
Common stock options activity was as follows during the period indicated:
| Year Ended December 31, 2025 | Year Ended December 31, 2024 | Year Ended December 31, 2023 | |||||||||||||||||||||
| Options | Weighted Average Exercise Price | Options | Options | ||||||||||||||||||||
| Outstanding at beginning of period | 228,059 | $ | 21.00 | 279,553 | 323,002 | ||||||||||||||||||
| Exercised | — | — | — | (18,448) | |||||||||||||||||||
| Expired | (31,850) | 21.00 | (51,494) | (20,715) | |||||||||||||||||||
| Forfeited | — | — | — | (4,286) | |||||||||||||||||||
| Outstanding at end of period | 196,209 | 21.00 | 228,059 | 279,553 | |||||||||||||||||||
Options have a maximum contractual term of ten years. The aggregate intrinsic value and weighted average remaining contractual terms of options outstanding and options exercisable were as follows as of December 31, 2025.
| December 31, 2025 | |||||
Aggregate intrinsic value (in millions)(1) | |||||
Options outstanding | $ | — | |||
Options exercisable | — | ||||
Weighted average remaining contractual term | |||||
Options outstanding | 4.3 years | ||||
Options exercisable | 4.3 years | ||||
________________
(1)The aggregate intrinsic value of options outstanding and exercisable is zero, as all options are out of the money.
Employee Stock Purchase Plan
On June 3, 2020, the Board adopted the ZoomInfo Technologies Inc. 2020 Employee Stock Purchase Plan (the “ESPP”) that allows eligible employees to purchase shares of the Company's common stock at a discounted price, through payroll deductions of up to 15% of their eligible compensation and the IRS allowable limit per calendar year. The Compensation Committee of the Board administers the ESPP, including with respect to the frequency and duration of offering periods, the maximum number of shares that an eligible employee may purchase during an offering period, and, subject to certain limitations set forth in the ESPP, the per-share purchase price. Currently, the maximum number of shares that can be purchased by an eligible employee under the ESPP is 1,500 shares per offering period, and there are two six-month offering periods that begin in the second and fourth quarters of each fiscal year. The purchase price for one share of common stock under the ESPP is currently equal to 90% of the fair market value of one share of common stock on the first trading day of the offering period or the purchase date, whichever is lower.
The maximum aggregate number of shares of the common stock that may be issued under the ESPP is no more than 7,500,000 shares (the “ESPP Plan Share Reserve”). The ESPP also contains a provision that will add an additional number of shares of common stock to the ESPP Plan Reserve on the first day of each year starting with January 1, 2021, equal to the lesser of (i) the positive difference between (x) 1% of the number of shares of common stock outstanding on the last day of the immediately preceding fiscal year, and (y) the ESPP Plan Share Reserve on the last day of the immediately preceding fiscal year, and (ii) a lower number of shares of common stock as may be determined by the Board.
The fair value of the ESPP purchase was determined using the Black-Scholes option pricing model outlined in the following table:
Year Ended December 31, 2024(1) | Year Ended December 31, 2023 | ||||||||||
| Volatility | 56.1% | 50.4% to 67.6% | |||||||||
| Expected term | 0.5 years | 0.5 years | |||||||||
| Risk-free rate | 5.4% | 5.3% to 5.4% | |||||||||
| Expected dividends | —% | —% | |||||||||
| Weighted-average fair value per unit | $3.29 | $5.45 to $6.72 | |||||||||
________________
(1)The ESPP was suspended effective December 12, 2024, preventing the commencement of the December 15, 2024 offering.
The expected term for the purchases was based on the six-month offering period. We estimate the future stock price volatility based on the historical volatility of the Company with a lookback period commensurate with the expected term of the ESPP purchases. The risk-free rate is the implied yield available on U.S. Treasury zero-coupon bonds issued with a remaining term equal to the expected term.
The Company suspended the ESPP effective December 12, 2024, such that the offering period which would otherwise have begun on December 15, 2024 did not commence. As of December 31, 2025, the ESPP continues to be suspended. As such, there was no activity related to the ESPP during the year ended December 31, 2025.
The Company withheld $3.9 million and $7.0 million worth of ESPP contributions for the years ended December 31, 2024 and 2023, respectively, on behalf of participating employees through payroll deductions included in Accrued expenses and other current liabilities on our Consolidated Balance Sheets. The Company purchased 406,006 and 339,282 shares of common stock under the ESPP during the years ended December 31, 2024 and 2023, respectively. The Company recognized $1.6 million and $3.1 million of equity-based compensation expense related to the ESPP for the years ended December 31, 2024 and 2023, respectively.
HSKB Phantom Units
In December 2019, HSKB I adopted the HSKB Funds, LLC 2019 Phantom Unit Plan wherein HSKB may grant Phantom Units (“HSKB Phantom Units”) to employees of the Company. HSKB Phantom Units are recorded as compensation expense of the Company in accordance with the measurement and recognition criteria of ASC 718 for awards made by economic interest holders to employees of the Company. HSKB Phantom Units represent the economic equivalent of one share of common stock in the Company. In connection with the Reorganization Transactions, all HSKB Phantom Units were moved from HSKB I to HSKB II. Within 30 days of the later of the date upon which a Phantom Unit vests, HSKB II must settle the HSKB Phantom Unit in exchange for either (1) cash or (2) common stock as determined by the HSKB Manager, in each case, equal to the fair market value of such Common Unit at the time of such exchange.
Unamortized Equity-based Compensation
As of December 31, 2025, unamortized equity-based compensation costs related to each equity-based incentive award described above consist of the following:
($ in millions, period in years) | Amount | Weighted Average Remaining Service Period | |||||||||
| Restricted Stock Units | $ | 164.8 | 1.9 | ||||||||
| HSKB Phantom Units | 3.2 | 1.7 | |||||||||
| CEO Premium-Priced Performance Option | 31.9 | 7.4 | |||||||||
| Total unamortized equity-based compensation cost | $ | 199.9 | 2.8 | ||||||||
The total intrinsic value of options that were exercised during the years ended December 31, 2025, 2024 and 2023 was zero, zero and $0.1 million, respectively. The total fair value of all other previously unvested equity-based awards that vested during the years ended December 31, 2025, 2024 and 2023 was $126.3 million, $175.2 million and $213.6 million, respectively.
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.