ZIFF DAVIS, INC.
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
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Filed by the Registrant
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Filed by a Party other than the Registrant
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Check the appropriate box:
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Preliminary Proxy Statement
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Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
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Definitive Proxy Statement
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Definitive Additional Materials
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Soliciting Material Pursuant to Rule 14a-12
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(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 the appropriate box):
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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
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Ziff Davis, Inc.
360 Park Avenue South, 17th Floor
New York, New York 10010
Dear Fellow Ziff Davis Stockholders:
In 2024, Ziff Davis returned to revenue growth while generating more than $390 million of Cash from Operating Activities and more than $280 million of Free Cash Flow. The Company’s disciplined capital allocation strategy included the repurchase of 3.5 million common shares, the repayment of $138 million of debt outstanding, and an important resumption of M&A, including the acquisition of industry-leading tech media brand CNET. Notwithstanding this high level of capital deployment, Ziff Davis ended the year with $664 million of cash and investments, as well as significant additional borrowing capacity.
Concurrently, Ziff Davis’ product innovation continued throughout 2024, particularly with respect to AI enablement efforts. This led to thirty-one new AI-enabled products and features, nineteen of which were made externally available to users, and twelve of which enhanced productivity within the company.
The Ziff Davis Board has never been stronger with the appointments in 2024 of Neville Ray, former T-Mobile President of Technology, to our Board of Directors and Jana Barsten, former KPMG Global Audit Sector Leader for the Technology Industry, as chair of our Audit Committee.
Ziff Davis continued to manage its environmental impacts, decreasing its overall real estate footprint and moving its company headquarters into a building committed to achieving carbon neutral operations. The company was awarded a Stevie Award for "Best CSR Strategy" and was awarded a "Sustainability Leadership Award" by the Business Intelligence Group. Its strong scores with key ESG ratings agencies continued, and the company’s third annual ESG Report and fifth annual DEI Report, both published in 2024, describe its other accomplishments.
Creating a work environment conducive to attracting the best possible talent remained a Ziff Davis priority, whose support of its employees grew with the development and implementation of companywide leadership and development tools and programs. The impacts of these were made clear through the 2024 accolades earned by the company, including being named one of Mentorloop’s “Most Impactful Mentoring Programs” for the second consecutive year; and
awarded for “Achievement in Coaching and Mentoring” in the 2024 Stevie Awards for Great Employers.
Ziff Davis’ teams enter 2025 focused on delivering the best possible results to create long-term value for the Company’s stockholders. I thank them for their commitment and dedication.
Thank you for your support of Ziff Davis.
Sincerely,
Sarah Fay
Chair, Ziff Davis Board of Directors
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
To Be Held on May 7, 2025
We will hold the 2025 virtual Annual Meeting of Stockholders of Ziff Davis, Inc., a Delaware corporation, on Wednesday May 7, 2025, at 9:30 a.m. Eastern Time, as a virtual meeting at www.virtualshareholdermeeting.com/ZD2025, for the following purposes:
1.
To elect eight directors to serve for the ensuing year and until their successors are duly elected and qualified;
2.
To ratify the appointment of KPMG LLP to serve as Ziff Davis’ independent registered public accounting firm for fiscal 2025;
3.
To provide an advisory vote on the compensation of Ziff Davis’ named executive officers; and
4.
To transact such other business as may properly come before the meeting and any adjournment(s) and postponement(s) thereof.
The foregoing items of business are more fully described in the proxy statement which is attached to, and made a part of, this notice. The Board of Directors has fixed the close of business on March 14, 2025 as the record date for determining the stockholders entitled to receive notice of, and to vote at, the 2025 Annual Meeting of Stockholders and any adjournment or postponement thereof.
We are using the “Notice and Access” method of providing proxy materials to you via the Internet. On or about March
27, 2025
, we will email and/or mail to our stockholders a Notice of Internet Availability of Proxy Materials containing instructions on how to access our proxy materials and vote via the Internet. The Notice also contains instructions on how to receive a paper copy of the proxy materials.
All stockholders are cordially invited to attend the Annual Meeting virtually and urged to submit their proxy or voting instructions as promptly as possible to ensure their representation and the presence of a quorum at the same. If you submit your proxy and then decide to attend the Annual Meeting to vote your shares through our virtual platform, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. Questions and answers regarding the details of the virtual Annual Meeting of Stockholders of Ziff Davis, Inc., can be found in the “About the Annual Meeting” section.
Important notice of internet availability of proxy materials:
This proxy statement and Ziff Davis’ 2024 Annual Report are available on the Investor Relations section of Ziff Davis’ website at https://investor.ziffdavis.com.
By Order of the Board of Directors,
Jeremy D. Rossen
Corporate Secretary
March 27, 2025
New York, New York
This notice of annual meeting and proxy statement are being made available
on or about March 27, 2025.
PROXY STATEMENT
TABLE OF CONTENTS
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1
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DIRECTOR NOMINEES
The names of the nominees, their ages on March 14, 2025 (the “record date”) and certain other information about them are set forth below:
(1)
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Name
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Age
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Principal Occupation
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Director Since
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Vivek Shah
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51 | CEO of Ziff Davis, Inc. | 2018 | ||||||||
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Sarah Fay
(2)
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62 | Chair, Ziff Davis, Inc. Board of Directors. Former Partner and Managing Director at Glasswing Ventures. | 2018 | ||||||||
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Jana Barsten
(3)
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61 | Former Global Audit Sector Leader for the Technology Industry, KPMG. Director, Robert Half Inc. | 2023 | ||||||||
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Trace Harris
(3)(4)
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59 | Former SVP, Strategy, Finance, and Business Innovation, Vivendi. Director, Altair Engineering. | 2021 | ||||||||
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William Brian Kretzmer
(2)(3)
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71 | Founder and CEO, Kretzmer Consulting. Director, CIM Real Estate Finance Trust, Inc. | 2007 | ||||||||
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Kirk McDonald
(2)(4)
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58 | Former CEO of GroupM North America. Director, Elanco. | 2023 | ||||||||
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Neville Ray
(2)(4)
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62 | Former President of Technology and Chief Technology Officer of T-Mobile USA. Member of the U.S. President’s National Security Telecommunications Advisory Committee. | 2024 | ||||||||
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Scott C. Taylor
(2)(3)
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60 | Former Executive Vice President and General Counsel of Symantec. Director, Piper Sandler Companies. | 2020 | ||||||||
(1) There are no family relationships among any directors or executive officers of Ziff Davis.
(2) Member of the Compensation Committee.
(3) Member of the Audit Committee.
(4) Member of the Environmental, Social, and Governance Committee.
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2
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__________________________________________
Director Nominees
Qualifications and Backgrounds
Ziff Davis embraces the business and societal imperative to have a diverse and inclusive organization. This imperative extends to our Board of Directors, as the interests of our shareholders are well-served by a Board of Directors that has a diverse range of characteristics and skills.
The matrix below provides a summary of what our Board believes are desirable types of experience and skills possessed by our directors given the nature of our business.
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Qualifications
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Vivek Shah | Sarah Fay | Jana Barsten | Trace Harris | William Brian Kretzmer | Kirk McDonald | Neville Ray | Scott Taylor | ||||||||||||||||||
| Corporate Governance | ||||||||||||||||||||||||||
| Prior Public Company Board | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||
| Executive Leadership | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||
| Finance/Audit | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
| Risk Management | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||
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Environmental, Social,
and Governance (ESG) |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||
| Knowledge | ||||||||||||||||||||||||||
| Mergers & Acquisitions | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||
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Strategy/Business
Development |
✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||
| Capital Management | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
| Subscriptions | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
| Advertising/Sales | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||||||
| Software Development | ✓ | ✓ | ✓ | |||||||||||||||||||||||
| Legal/Regulatory | ✓ | |||||||||||||||||||||||||
| Industries | ||||||||||||||||||||||||||
| Technology/Software | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ✓ | ||||||||||||||||||
| Digital Media/Entertainment | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
| Health/Wellness | ✓ | ✓ | ||||||||||||||||||||||||
| Cybersecurity | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
| Telecommunications | ✓ | ✓ | ✓ | ✓ | ✓ | |||||||||||||||||||||
| Gaming | ✓ | ✓ | ✓ | |||||||||||||||||||||||
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3
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__________________________________________
Director Nominees
The matrix below summarizes certain attributes of our directors, which we believe will enable the Board of Directors to effectively lead the Company in achieving its goals and delivering value to shareholders.
| Background | Vivek Shah | Sarah Fay | Jana Barsten | Trace Harris | William Brian Kretzmer | Kirk McDonald | Neville Ray | Scott Taylor | ||||||||||||||||||
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Gender
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Female
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✓
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✓
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✓
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Male
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✓
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✓
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✓
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✓
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✓
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Demographics
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Asian
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✓
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Black
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✓
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✓
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White
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✓
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✓
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✓
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✓
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✓
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Biographies
The following paragraphs provide information as of the date of this proxy statement about each director nominee. The information presented herein includes information each director has given us about their age, all the positions they hold, their principal occupation and business experience for the past five years, and the names of other publicly-held companies of which they currently serve as a director or have served as a director during the past five years. Also included is a brief discussion of the specific experience, qualifications, attributes and skills of each nominee that led our Board of Directors to conclude that the nominee should serve as a director. In addition to the specifically noted criteria, we believe that each nominee has a reputation for integrity and honesty, and has demonstrated business acumen and an ability to exercise sound judgment.
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4
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__________________________________________
Director Nominees
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Vivek Shah
Chief Executive Officer,
Ziff Davis
Age:
51
Director since:
2018
Committees:
N/A
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PROFESSIONAL EXPERIENCE
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Chief Executive Officer, Ziff Davis, 2010 to Present
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Group President, Digital, Time Inc., Time Warner Inc., 2008 to 2009
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President, Fortune/Money Group, Time Warner Inc., 2007 to 2008
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President, Digital Publishing, Business & Finance, Time Warner Inc., 2005 to 2007
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General Manager, Fortune/Money Group, Time Warner Inc., 2001 to 2005
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Vice President, New Business Ventures, Fortune/Money Group, Time Warner Inc., 1999 to 2000
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Founder & General Manager, Fortune Americas, Time Warner Inc., 1997 to 1998
OTHER COMPANY DIRECTORSHIPS
Public
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Former Director, TheStreet (Nasdaq: TST), 2010 to 2014
Private
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Member, Board of Advisors, Fletcher School of Law and Diplomacy, 2023 to Present
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Director, LiveOnNY, 2022 to Present
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Member, Board of Trustees, Tufts University, 2021 to Present
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Director, the Craig Newmark Graduate School of Journalism CUNY Foundation, 2019 to Present
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Director, StreetSquash, 2018 to Present
SKILLS AND QUALIFICATIONS
Mr. Shah’s role as Ziff Davis’ Chief Executive Officer and his extensive management experience in the media and technology sectors provide invaluable insight to the Board of Directors.
Mr. Shah led the acquisition of Ziff Davis when it was a private company and its subsequent sale to J2 Global before J2 Global was renamed Ziff Davis in 2021. His leadership of Ziff Davis’ portfolio of brands make Mr. Shah an invaluable part of growing and guiding the company through a rapidly evolving industry.
Through his various management positions at Time Warner’s Time Inc. division, including Group President, Digital, and President of the Fortune/Money Group, Mr. Shah provides our Board of Directors and management team with his substantial experience innovating and leading across an array of digital media properties, including Time.com, Life.com, CNNMoney.com, SI.com, and Golf.com, and the magazines Fortune, Money, and Fortune Small Business.
Mr. Shah’s considerable dealmaking experience enables him to contribute valuable knowledge to Ziff Davis’ Board on mergers and acquisitions that grow and enhance Ziff Davis’ portfolio of businesses. In addition, he serves on multiple private boards dedicated to improving educational, health, and economic outcomes, arming him with deep insight into ESG matters relevant to the Board of Directors.
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5
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__________________________________________
Director Nominees
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Sarah Fay
Former Partner and Managing Director,
Glasswing Ventures
Age:
62
Director since:
2018
Committees:
Chair of the Board; Compensation
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PROFESSIONAL EXPERIENCE
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Partner and Managing Director, Glasswing Ventures, 2016 to 2023
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Chief Executive Officer, Aegis Media North America, 2008 to 2009
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President, Carat U.S., 2007 to 2008
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President, Isobar U.S., 2006 to 2008
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President, Carat Interactive, 2000 to 2005
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Managing Director, Carat Freeman, 1996 to 2000
OTHER COMPANY DIRECTORSHIPS
Public
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Former Director, TheStreet (Nasdaq: TST), 2012 to 2019
Private
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Former Director, Narrative I/O, 2019 to 2023
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Former Director, Labviva, 2019 to 2023
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Former Director, Celtra, May 2010 to 2021
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Former Director, Socialflow, 2013 to 2022
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Former Director, Women’s Marketing Inc. (now Stella Rising), 2012 to 2018
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Former Director, [X+1], 2009 to 2014
SKILLS AND QUALIFICATIONS
Ms. Fay is a digital transformation and AI leader who has leveraged major technology innovation waves to establish new models for the operation and marketing of businesses. She brings extensive experience in the media industry to Ziff Davis, with particular knowledge of digital media, marketing, advertising, and AI.
As former Partner and Managing Director at Glasswing Ventures, Ms. Fay’s experience identifying and investing in early-stage AI-driven businesses enables her to provide our Board of Directors and leadership team with a unique perspective on how to grow and innovate our businesses while adding value for our customers. Ms. Fay’s prior executive roles at Aegis Media North America, Carat U.S., and Isobar U.S. provide our digital media and internet brands with her experienced insights into media, digital marketing, communications, and mergers and acquisitions.
Ms. Fay’s corporate governance experience, through her service as an independent director on the boards of public and private technology and digital media companies, makes her extremely qualified to serve as Board Chair, Compensation Committee member, and as a valuable member of the Board of Directors. Additionally, her service as Nominating and Governance Chair while at TheStreet, her work with the Principles for Responsible Investment, a U.N.-supported network of investors working to promote sustainable investment, and her service as co-lead of the steering committee of All Raise’s Boston chapter, which aims to accelerate the success of female and non-binary founders and funders, enables her to provide differentiated advice and insight into a broad cross-section of business and ESG matters.
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6
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__________________________________________
Director Nominees
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Jana Barsten
Former Partner and Global Audit Sector Leader
for Technology Industry, KPMG
Age:
61
Director since:
2023
Committees:
Audit
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PROFESSIONAL EXPERIENCE
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Partner and Global Audit Sector Leader for Technology Industry, KPMG, 2007 to 2023
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Led KPMG’s U.S. Technology Industry for Audit, 2007 to 2022
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Partner, Arthur Andersen LLP, 1986 to 2002
OTHER COMPANY DIRECTORSHIPS
Public
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Director, Robert Half Inc., 2023 to Present
Private
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Director, Peninsula Open Space Trust, 2025 to Present
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Director, Housing Trust, Silicon Valley, 2023 to Present
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Director, Girl Scouts of Northern California, 2019 to Present
SKILLS AND QUALIFICATIONS
Ms. Barsten brings to Ziff Davis 37 years of experience in public accounting serving the software, internet and services sectors, with expertise in IPOs, international expansion, and M&A transactions. Her strategic business knowledge as a trusted advisor to executive leaders enables her to provide our Board of Directors and the company’s portfolio of brands with insight into navigating growth and change across all phases of a business’ life cycle.
Ms. Barsten’s 21 years at KPMG, most recently serving as Global Audit Sector Leader for KPMG’s Technology Industry practice and as a member of KPMG’s Global TMT Board, enables her to provide Ziff Davis with extensive financial and audit expertise, having advised her former firm’s largest technology clients on complex revenue recognition matters, accounting rules, acquisitions, divestitures, and financings, including debt and equity offerings.
With her wealth of experience serving high-growth, global technology organizations, Ms. Barsten brings valuable accounting and M&A expertise to the Board of Directors and as Chair of its Audit Committee. She also makes valuable contributions to the Board on ESG matters, informed by her experience as a director on the Board of Girl Scouts of Northern California, the Board of the Housing Trust, Silicon Valley, which seeks to increase affordable housing for the region's workforce, seniors, special needs individuals, and people facing homelessness, and the Board of the Peninsula Open Space Trust, an environmental nonprofit that protects open space in northern California’s Peninsula and South Bay.
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7
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__________________________________________
Director Nominees
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Trace Harris
Former Senior Vice President, Strategy, Finance & Business Innovation, Vivendi
Age:
59
Director since:
2021
Committees:
Audit; Environmental, Social, and Governance
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PROFESSIONAL EXPERIENCE
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Senior Vice President, Strategy, Finance and Business Innovation, Vivendi, 2001 to 2014
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Managing Director, Media and Entertainment, Scient, 2000 to 2001
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Senior Vice President, Business Development, Universal Television Group, Universal Studios, 1996 to 2000
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Director, Finance and Operations, International Television, Warner Bros., 1994 to 1996
OTHER COMPANY DIRECTORSHIPS
Public
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Director, Altair, 2016 to Present
Private
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Director, USA Climbing, 2021 to Present
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Former Lead Independent Director, Bungie, 2021 to 2022
SKILLS AND QUALIFICATIONS
Ms. Harris is a seasoned finance and strategy executive, providing Ziff Davis with her deep experience in global transactions, partnerships, and management of large, industry-leading companies across the technology and media sectors.
Through her former role as Senior Vice President, Strategy, Finance & Business Innovation at Vivendi, Ms. Harris brings a wealth of knowledge across corporate strategy, finance, M&A, and business innovation. Her prior executive roles at Universal Studios and Warner Bros., involving international network operations and development, enable her to contribute a unique perspective on global media markets to Ziff Davis’ Board.
Having served as Lead Independent Director on the Board of Bungie, the video game maker of Halo and Destiny, during its sale in July 2022, Ms. Harris also brings deep knowledge of the gaming and entertainment industry to the Board of Directors.
Ms. Harris’ extensive experience on public and private boards involved in complex deal and financial transactions, including leading implementation of public company standards in advance of an initial public offering, makes her a highly qualified member of Ziff Davis’ Audit Committee. Additionally, her service as a Board member of Year Up–a workforce development non-profit organization committed to ensuring equitable access to economic opportunity, education and justice for all young adults–enables her to contribute valuable insights as the chair of Ziff Davis’ Environmental, Social, and Governance Committee.
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8
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__________________________________________
Director Nominees
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William Brian Kretzmer
Founder and CEO,
Kretzmer Consulting
Age:
71
Director since:
2007
Committees:
Audit; Compensation
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PROFESSIONAL EXPERIENCE
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Founder & CEO, Kretzmer Consulting, 2006 to Present
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Investor-Partner, Ubicomp System, 2015 to Present
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Chief Executive Officer, MAI Systems Corporation, 1999 to 2006
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Chief Financial Officer, MAI Systems Corporation, 1993 to 1996 and 1999 to 2000
OTHER COMPANY DIRECTORSHIPS
Public
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Director, CIM Real Estate Finance Trust, Inc., 2018 to Present
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Former Director, CIM Income NAV, Inc., 2018 to 2021
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Former Director, Cole Office & Industrial REIT (CCIT III), Inc., 2018 to 2020
SKILLS AND QUALIFICATIONS
As a 30-year veteran in technology industries, Mr. Kretzmer brings his established executive leadership to Ziff Davis, including his extensive experience in public and private companies, firms in transition, restructuring, startups and turnarounds, and expertise in building multiple organizations and providing product and operational oversight.
Having served as Chief Executive Officer and Chief Financial Officer during his tenure at MAI Systems Corporation, a provider of enterprise management solutions, Mr. Kretzmer’s depth of corporate leadership expertise brings to Ziff Davis’ businesses a broad perspective on business strategy, mergers, operations and financial and risk management.
Mr. Kretzmer’s current and former service on the boards of CIM Real Estate Finance Trust, Inc., CIM Income NAV, Inc., and Cole Office & Industrial REIT (CCIT III), Inc. within committees with oversight on audit, valuation, compensation, and affiliate transactions, equips him with highly valuable operational and financial perspective and accounting expertise to contribute as a member of Ziff Davis’ Audit Committee and Compensation Committee.
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9
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__________________________________________
Director Nominees
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Kirk McDonald
Chief Executive Officer,
Sundial Media Group
Age:
58
Director since:
2023
Committees:
Compensation; Environmental, Social, and Governance
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PROFESSIONAL EXPERIENCE
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Chief Executive Officer, Sundial Media Group, 2024 to Present
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Chief Executive Officer, GroupM North America, 2020 to 2023
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Chief Business Officer, Xandr, 2019 to 2020
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Chief Marketing Officer, Xandr, 2018 to 2019
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Chief Marketing Officer, AT&T Advertising and Analytics, AT&T, 2017 to 2018
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President, PubMatic, 2011 to 2017
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President of Digital, Time Inc., 2009 to 2011
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Chief Advertising Officer, Fortune/Money Group, 2008
OTHER COMPANY DIRECTORSHIPS
Public
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Director, Elanco, 2019 to Present
SKILLS AND QUALIFICATIONS
Mr. McDonald brings extensive media, technology, and advertising industry experience to the Board of Directors. As a proven purpose-driven business and marketing leader recognized for his ability to inspire teams to embrace change and drive business transformation to deliver results and accelerate growth, Mr. McDonald contributes valuable knowledge and perspective to our company.
As the CEO of Sundial Media Group and the former CEO of GroupM North America, Mr. McDonald has deep experience in leading and aligning the goals and objectives of a 6,500-person organization to drive client media performance and growth. He provides Ziff Davis with his substantial expertise in executive leadership, business strategy and development, and capital management within the digital media industry.
Mr. McDonald’s prior roles as Chief Business Officer of Warner Media, a division of AT&T, Chief Marketing Officer at Xandr, President of PubMatic, Inc., President of Digital, Time Inc., and Chief Advertising Officer of the Fortune/Money Group, arm him with a wealth of knowledge spanning the digital media, technology, and telecommunications industries in which Ziff Davis’ businesses operate.
Mr. McDonald’s corporate governance experience and service on the board of Elanco, in addition to his pioneering additions to GroupM North America’s inclusion initiatives and founding role in the formation of the Black Executive CMO Alliance, make him a valuable and highly qualified member of Ziff Davis’ Compensation Committee and its Environmental, Social, and Governance Committee.
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10
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__________________________________________
Director Nominees
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Neville Ray
Former President of Technology and Chief Technology Officer, T-Mobile USA
Age:
62
Director since:
2024
Committees:
Compensation; Environmental, Social, and Governance
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PROFESSIONAL EXPERIENCE
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President and Strategic Network Advisor to the CEO, T-Mobile USA, 2023
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President of Technology, T-Mobile USA, 2019 to 2023
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Chief Technology Officer, T-Mobile USA, 2010 to 2019
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Executive Vice President of Network Operations, T-Mobile USA, 2005 to 2019
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Vice President of Engineering and Operations, T-Mobile USA, 2000 to 2005
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Network Vice President, Pacific Bell Mobile Services, 1995 to 1999
OTHER COMPANY DIRECTORSHIPS
Public
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Director, American Tower Corporation, 2024 to Present
Private
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Former Vice Chair and Director, CTIA, 2020 to 2023
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Former Chair and Board of Governors member, 5G Americas, 2008 to 2023
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Former Director, Next Generation Mobile Networks Alliance, 2016 to 2020
SKILLS AND QUALIFICATIONS
Mr. Ray’s more than three decades of experience in the telecommunications industry, with expertise in developing wireless networks and running technology services and operations at leading companies, provide Ziff Davis with valuable insights into the telecom space and corresponding regulatory environment.
As former President of Technology and Chief Technology Officer of T-Mobile USA, Mr. Ray’s deep knowledge of the design, deployment, and operational management of wireless networks in the United States and worldwide enables him to provide Ziff Davis with valuable insights across business strategy, capital management, and leading a multinational organization.
Mr. Ray’s deep understanding of the telecommunications, cybersecurity, and technology industries, informed by his extensive career at T-Mobile USA and his prior role as Network Vice President of Pacific Bell Mobile Services, enables him to provide a comprehensive global perspective on growth and innovation to Ziff Davis’ brands.
Mr. Ray’s leadership roles and service on numerous trade organization boards, including 5G Americas, CTIA, and Next Generation Mobile Networks Alliance, provide the Ziff Davis Board of Directors with a depth of expertise within corporate governance and make him a valuable member of Ziff Davis’ Compensation Committee and its Environmental, Social, and Governance Committee.
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11
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__________________________________________
Director Nominees
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Scott C. Taylor
Former Executive Vice President and
General Counsel, Symantec
Age:
60
Director since:
2020
Committees:
Audit; Compensation
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PROFESSIONAL EXPERIENCE
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Executive Vice President and General Counsel, Symantec, 2007 to 2020
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Chief Administrative Officer, Senior Vice President and General Counsel, Phoenix Technologies, 2002 to 2007
OTHER COMPANY DIRECTORSHIPS
Public
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Director, Piper Sandler Companies, 2014 to Present
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Former Director, One Medical (1Life Healthcare, Inc.), 2021 to 2023
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Former Director, VirnetX Holding Corporation, 2007 to 2014
Private
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Director, Common Sense Privacy, 2023 to Present
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Director, Common Sense Media, 2022 to Present
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Director, Emtrain, 2021 to Present
●
Director, Western Technology Investment, 2011 to Present
SKILLS AND QUALIFICATIONS
Mr. Taylor brings more than two decades of executive experience in the technology industry, including 13 years of experience in cybersecurity, providing the Board of Directors with his depth of expertise and perspective spanning these sectors.
As former Executive Vice President and General Counsel of Symantec, Mr. Taylor’s experience leading a team of more than 300 people spread over 13 countries, managing legal compliance and information security, and overseeing several multi-billion dollar acquisitions, enables him to provide Ziff Davis with deep insights into effective risk management, cybersecurity, M&A, and business strategy. At Symantec, Mr. Taylor was also responsible for overseeing the corporate responsibility functions of the company, including determining and reporting on climate-related risks to the business.
Mr. Taylor’s current and former service on both public and private boards, including Piper Sandler Companies, Western Technology Investment, Emtrain, and One Medical, provides the Board with his deep knowledge of corporate governance across multiple industries and makes him a valuable Compensation Committee chair and member of Ziff Davis’ Audit Committee.
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OUR BOARD AND CORPORATE GOVERNANCE
Meetings and Attendance
The Board of Directors of Ziff Davis held a total of seven meetings during 2024 and also conducted business by written consent. During 2024, each director who served as a director for the full calendar year attended at least seventy-five percent (75%) of the aggregate of all of the meetings of the Board of Directors and the committees of which they were a member. Ziff Davis encourages, but does not require, members of the Board of Directors to attend annual stockholder meetings. All of Ziff Davis’ then-current directors attended Ziff Davis’ 2024 virtual Annual Meeting of Stockholders.
In accordance with Ziff Davis’ Corporate Governance Principles, executive sessions of non-management directors are held at least four times a year. Sessions are scheduled and led by the Chair. Any non-management director can request that an additional executive session be scheduled.
Committees
The Board of Directors has established three standing committees:
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an Audit Committee;
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a Compensation Committee; and
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an Environmental, Social, and Governance Committee.
Upon the recommendation of the Environmental, Social, and Governance Committee, the Board of Directors elects committee members annually. The table below details the committees’ current membership:
| Audit | Compensation |
Environmental,
Social and Governance
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| Sarah Fay |
CB
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| Jana Barsten |
CC
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| Trace Harris |
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CC
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| William Brian Kretzmer |
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| Kirk McDonald |
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| Neville Ray |
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| Scott C. Taylor |
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CC
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Our Board and Corporate Governance
The Board of Directors has determined that each of the Audit, Compensation, and Environmental, Social, and Governance Committees are composed solely of independent directors within the meaning of the rules of the SEC and the listing rules of the Nasdaq Stock Market. Current copies of the charters of the Audit, Compensation, and Environmental, Social, and Governance Committees are posted on the corporate governance portion of Ziff Davis’ website at https://www.ziffdavis.com/esg/governance/.
The table below sets forth the number of meetings held by each committee in 2024:
| Committee | Number of Meetings in 2024 | ||||
| Audit Committee | 9 | ||||
| Compensation Committee | 4 | ||||
| Environmental, Social, and Governance Committee | 4 | ||||
Audit Committee
The Audit Committee is comprised solely of directors who meet all the independence standards for audit committee members as set forth in the Sarbanes-Oxley Act of 2002 ("SOX"), the rules of the SEC adopted pursuant to SOX and the listing rules of the Nasdaq Stock Market. The Board of Directors has determined that each member of the Audit Committee is an “audit committee financial expert” as that term is defined in the SEC rules adopted pursuant to SOX and has accounting or related financial management expertise, in each case in accordance with the rules of the SEC and the listing rules of the Nasdaq Stock Market. The Board of Directors has determined that each member of the Audit Committee is able to read and understand fundamental financial statements. The Audit Committee is responsible for, among other things:
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retaining, overseeing, and determining the compensation of Ziff Davis’ independent auditors and other registered public accounting firms;
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approving the services performed by them;
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reviewing and overseeing Ziff Davis’ financial reports and reporting process, accounting principles, and its system of internal accounting controls;
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overseeing compliance with legal and regulatory requirements;
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establishing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal controls and auditing matters; and
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enterprise risk management, including overseeing major financial and cybersecurity risks.
See the "Audit Committee Report" below.
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Compensation Committee
The Compensation Committee is comprised solely of directors who meet all the independence standards for compensation committee members as set forth in the rules of the SEC and the listing rules of the Nasdaq Stock Market. The Compensation Committee is responsible for, among other things:
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administering Ziff Davis’ compensation programs, including its stock-based compensation plans;
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reviewing the performance of Ziff Davis’ executives and approving the goals and objectives, as well as compensation (including, salary, bonus, and equity grants) for Ziff Davis’ executives, other than the Chief Executive Officer;
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conducting an annual performance evaluation of the Chief Executive Officer and recommending all elements of the Chief Executive Officer’s compensation to the independent members of the Board of Directors for their review and approval;
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periodically evaluating compensation paid to non-management members of the Board of Directors, including monitoring the competitiveness and composition of director compensation;
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recommending to the Board of Directors changes to Ziff Davis’ compensation policies;
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approving and recommending to the Board of Directors the creation or revision of its stock ownership guidelines and clawback policy; and
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otherwise seeking to ensure that Ziff Davis’ compensation philosophy is consistent with long term interests of the Company’s shareholders.
The Compensation Committee also has the authority to retain and terminate compensation consultants.
The Compensation Committee’s charter does not provide for the delegation of the Compensation Committee’s responsibilities, other than to a subcommittee of the Compensation Committee or to employees of the Company to administer the Company's plans that are subject to the Employee Retirement Income Security Act of 1974. See the “Compensation Committee Report” below.
Environmental, Social, and Governance ("ESG") Committee
The ESG Committee is comprised solely of directors who meet all the independence standards for nominating committee members as set forth in the listing rules of the Nasdaq Stock Market. The ESG Committee is responsible for, among other things:
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identifying, evaluating and nominating qualified individuals to become director nominees at Ziff Davis’ annual meetings of stockholders or to fill vacancies occurring between annual meetings of stockholders;
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recommending members of the Board of Directors for nomination to, or to fill vacancies on, the standing committees of the Board of Directors;
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overseeing processes for identifying and reviewing potential related party transactions, and reviewing actual and potential conflicts of interests;
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developing, recommending to the Board of Directors and reviewing Ziff Davis’ Corporate Governance Principles and Code of Business Conduct and Ethics ;
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evaluating the performance of the Board of Directors and its committees;
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monitoring compliance with Ziff Davis’ stock ownership guidelines; and
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overseeing policies, procedures, reporting, and disclosures with respect to diversity, equity, inclusion, and environmentally sustainable practices.
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Our Board and Corporate Governance
Board Composition
Our corporate governance principles contain the current Board membership criteria that apply to nominees recommended for a position on the Board of Directors. The Board has not established specific minimum age, education, experience, or skill requirements for potential director nominees. The ESG Committee identifies, evaluates and nominates qualified individuals to become director nominees. In selecting director nominees, the ESG Committee takes into consideration various factors to find candidates that will be able to represent the interests of the Company and its stockholders, including judgment, skill, integrity, educational background, experience with businesses and other organizations of a comparable size, the interplay of the candidate’s experience with that of the other members of the Board of Directors, and the extent to which a candidate would be a desirable addition to the Board of Directors and any committees of the Board of Directors.The ESG Committee evaluates the qualifications of its directors annually in recommending the slate of nominees to the full Board of Directors, and Ziff Davis believes that the current Board of Directors reflects the qualifications it seeks.
The ESG Committee may consider candidates proposed by its members, other Board members, management, or by stockholders, but is not limited to such candidates. The ESG Committee has from time to time also engaged third-party search firms to assist in identifying and evaluating possible candidates. The ESG Committee evaluates director candidates recommended by stockholders in the same way that it evaluates candidates recommended by other sources. Ziff Davis sets forth its policy with regard to the consideration of any director candidates recommended by stockholders in its Bylaws. See “Deadline for Submitting Stockholder Proposals and Director Nominations for the Next Annual Meeting” for more information regarding the procedures for the consideration of any director candidates recommended by stockholders.
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Our Board and Corporate Governance
Director Compensation
During fiscal 2024, each director who was not an officer or employee (“non-management director”) received an annual retainer payable in equal monthly installments (the “Annual Retainer”). In addition to the Annual Retainer, the Chair of each of the Audit, Compensation, and Environmental, Social, and Governance Committees received an additional fee, payable in equal monthly installments.
For 2024, non-management directors were entitled to receive Board of Directors and Board committee retainers described in the following table. We also reimburse directors for all reasonable expenses incurred in attending Board of Directors and Board committee meetings upon submission of appropriate documentation.
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Board & Committee Service
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Compensation in 2024 ($)
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Annual Restricted Stock Award
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200,000 | ||||
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Chair of the Board Annual Cash Retainer
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150,000 | ||||
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Annual Cash Retainer
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70,000 | ||||
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Audit Committee Chair Additional Annual Cash Retainer
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25,000 | ||||
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Compensation Committee Chair Additional Annual Cash Retainer
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15,000 | ||||
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Environmental, Social, and Governance Committee Chair Additional Annual Cash Retainer
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15,000 | ||||
On the date of the 2024 Annual Meeting of Stockholders, each non-management director received restricted stock units with respect to our common stock with a fair market value of approximately $200,000 on the date of grant which fully vest on the first anniversary of the date of grant. On March 5, 2025, the Board approved an increase in the annual restricted stock award amount from $200,000 to $250,000.
The following table contains information with respect to the compensation of Ziff Davis’ non-management directors for the fiscal year ended December 31, 2024.
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Name
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Fees Earned or
Paid in Cash
($)
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Stock Awards
($)
(1)(2)
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Total
($)
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Sarah Fay
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150,000 | 199,958 | 349,958 | ||||||||
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Jana Barsten
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70,027 | 199,958 | 269,985 | ||||||||
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Trace Harris
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85,000 | 199,958 | 284,958 | ||||||||
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William Brian Kretzmer
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95,000 | 199,958 | 294,958 | ||||||||
| Kirk McDonald | 70,000 | 199,958 | 269,958 | ||||||||
| Neville Ray | 70,000 |
399,912
(3)
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469,912 | ||||||||
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Scott C. Taylor
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85,000 | 199,958 | 284,958 | ||||||||
(1)
These amounts represent the grant date fair value under FASB ASC Topic No. 718, Compensation – Stock Compensation (“ASC 718”) for restricted stock units granted in 2024. The ASC 718 value as of the grant date for stock awards is spread over the number of months of service required for the grant to become non-forfeitable. There can be no
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assurance that the ASC 718 amount will ever be realized. Assumptions used in the calculation of these amounts for awards granted in 2024 are included in Note 14, “Share-Based Compensation” to the audited financial statements for the fiscal year ended December 31, 2024, included in Ziff Davis’ Annual Report on Form 10-K filed with the SEC on February 25, 2025.
(2)
Mses. Barsten, Fay and Harris and Messrs. Kretzmer, McDonald and Taylor each had unvested restricted stock units totaling 3,610 shares of Ziff Davis common stock outstanding as of December 31, 2024. Mr. Ray had unvested restricted stock units totaling 6,666 shares stock outstanding as of December 31, 2024.
(3)
Mr. Ray received a grant upon joining the Board in January 2024 and an annual grant in May 2024.
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Our Board and Corporate Governance
Environmental, Social and Governance at Ziff Davis
Ziff Davis' Five Pillars of Purpose are the areas in which we focus our efforts to support our employees, sustainably grow our businesses, and best serve our customers, clients, and stockholders. Our five pillars, further described below, focus on Diversity, Equity & Inclusion, Environmental Sustainability, Community, Data Privacy & Security, and Governance. This collective effort to work towards these areas, using our company mantra of “Doing is Greater Than Talking,” enables us to make a positive impact and provides employees with satisfaction and purpose in their work which, in turn, serves our customers and stockholders.
| Ziff Davis’ Five Pillars of Purpose | ||||||||||||||
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| Diversity, Equity & Inclusion | Environmental Sustainability | Community | Data Privacy & Security | Governance | ||||||||||
| Ensure we avail ourselves of the best talent in the marketplace, to hire top employees and address the needs of a large and diverse customer base | Reduce our environmental footprint and help customers and employees reduce theirs | Support our employees worldwide and positively impact the communities around us | Protect our data and customer data, ensure our product security, and respect the data privacy rights of our users | Represent stockholders’ best interests with our rigorous and transparent corporate governance structure | ||||||||||
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Our Board and Corporate Governance
Environmental Sustainability
We are committed to operating sustainably and to limiting any damaging effects our operations may have on climate change, even as our direct operations generate relatively insubstantial greenhouse gas emissions. We continue to make progress on initiatives through our actions, which include:
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Working toward meeting our science-based greenhouse gas emissions reduction targets, which are validated by the Science Based Targets initiative (SBTi)
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Providing transparency on our climate change efforts by responding to CDP
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Performing an annual greenhouse gas (GHG) inventory process which is then third-party validated
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Continuing our ongoing efforts to reduce the emissions generated in our operations to become more efficient and ensure our services are delivered sustainably
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Integrating environmental risk evaluation criteria, including climate change, into the due diligence process for mergers and acquisitions
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Extending our climate change and environmental policies to our vendors, whom we expect to aspire to our company’s own standards
Our Emissions Reduction Goals
We are proud to have received validation of our science-based greenhouse gas emissions reduction targets from the SBTi, a partnership between CDP, the United Nations Global Compact, World Resources Institute, and the Worldwide Fund for Nature. The SBTi has evaluated our company’s Scope 1, 2, and 3 target ambitions and has determined that they are in line with global efforts to limit global warming to 1.5°C.
Our emissions reductions goals include reducing our:
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Absolute Scope 1 and 2 GHG emissions 50% by 2030 from a 2021 base year
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Scope 3 GHG emissions from purchased goods and services and capital goods 51.6% per USD value added within the same timeframe
We began measuring our carbon footprint in 2021 through an annual GHG emissions inventory process, calculating our Scope 1, 2, and 3 emissions, using an independent, third-party expert to measure our company-wide energy usage (including energy derived from renewable sources) and GHG emissions. This process determined that the primary sources of GHG emissions associated with Ziff Davis’ operations are energy usage at our office locations and co-located data centers, our employee commuting and remote working activities, and upstream emissions associated with our suppliers. Our company-wide actions to address these sources of emissions include moving the majority of our development and production environments from co-located data centers to cloud platform providers committed to zero carbon footprints, continuing to shrink our operational square footage year over year, and actively engaging our supply chain to encourage measurement and disclosure of their emissions.
Ziff Davis Sustainability Council
Employees are encouraged to engage in sustainability efforts by participating in our cross-functional Sustainability Council, overseen by our Senior Vice President, Sustainability and Responsibility. The goal of the Council is to reduce our environmental footprint by working together internally to focus on challenges and opportunities to change our systems and processes to become a more sustainable organization; creating awareness, educating, and supporting our users and customers about
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sustainability, to ultimately help them reduce their footprint; and identifying and altering what employees can individually do to be more sustainable in their everyday lives.
We undertake our environmental efforts across all of our brands and subsidiaries, in connection with our business, strategy, and financial planning. Our sustainability team and Board of Directors are charged with setting these commitments and assessing and managing climate-related risks in ongoing operations. We also consult regularly on environmental issues with stakeholders, including suppliers, employees, and shareholders.
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Our Board and Corporate Governance
Social Initiatives
We embrace the business imperative of providing a supportive and inclusive environment that provides pathways for growth and helps employees achieve their career goals. Our human capital management policies and initiatives include our anti-harassment policy, equal employment opportunity policy, human rights policy, labor rights policy, workplace safety policy, and whistleblower policy, among others, and are available at https://www.ziffdavis.com/esg and https://www.ziffdavis.com/esg-policies. These policies and initiatives, which are overseen by our Board of Directors or its Committees, demonstrate our commitment to equal opportunity, fair labor practices, competitive compensation and benefits, fostering diversity and inclusion in the workplace, and supporting employees’ personal development through training and education.
Benefits
We offer a wide range of benefits to our employees. We offer comprehensive health insurance coverage with multiple medical plans, including low copayments or deductibles on both primary and mental health care, 100% free telemedicine services, and concierge support for questions regarding employee benefits. We provide travel and lodging reimbursement benefits for U.S. employees who cannot access covered health care services in their area. We provide U.S. employees with additional company-paid insurance coverage, including short-term and long-term disability and group life insurance. We expanded access to our Employee Assistance Fund (EAF) to help employees cope with unexpected financial hardships. We provide various financial savings programs to support our employees as they plan and save for the future, including an Employee Stock Purchase Plan (ESPP) (in the United States and certain other countries) and a 401(k) retirement savings plan for U.S. employees. We offer U.S.-based employees a choice of multiple wellness programs through our ZD Be Well program, including free memberships to Calm and Lose It!, as well as a broad range of free wellness activities, webinars, and challenges.
All full-time employees of Ziff Davis worldwide have access to generous parental leave policies, including 16 weeks of paid parental leave to parents who give birth, and 10 weeks of paid parental leave for all other expecting parents (via birth, adoption, or foster placement). We provide additional support to employees with families, including partnering in the U.S. with Maven to provide around-the-clock services at every stage of the family planning journey. Our Flexible Time Off policy, which is available to all eligible full-time and part-time employees based in select countries, enables employees to take time off. Moreover, we strive to be location neutral for both current employees and new hires, and any role can be located almost anywhere with manager approval.
We also recognize the importance of volunteering our time to support local organizations that are making a difference in our communities. We have a Volunteer Time Off policy with full-time employees given 16 hours of paid time off annually and part-time employees given eight hours to volunteer with organizations of their choice. We provide employees with up to $500 annually via a charitable matching gift for participating in our Charitable Matching or Donations by Doing programs.
Diversity, Equity and Inclusion
Diversity, Equity and Inclusion to us means maintaining fair practices and ensuring equal opportunity for all employees and candidates, so that merit and skill can be identified and cultivated to hire top talent and yield the best possible results for our business. Further, to best address the needs of a large and diverse audience we believe we must provide multiple voices, which requires us to maintain an employee base with differing backgrounds, skills and experiences.
These strategies and goals of Ziff Davis are a priority for our senior management and are overseen by our Board of Directors and the ESG Committee.
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Our Board and Corporate Governance
We are committed to transparency and regular reporting on metrics. We publish an annual, standalone report available on our website that shares representation statistics of the U.S. employee base and describes programs and initiatives across the organization.
We maintain a working group that develops recommendations for the company across employee recruiting, mentorship, and advancement. We also offer Employee Resource Groups (ERGs), voluntary employee-led groups mentored by executive sponsors and overseen by our Global HR Programs team. Our ERGs currently represent seven identity groups: Asian, Black, 2SLGBTQIA+, Latinx/Hispanic, family of all kinds, and women and gender minorities, of which we have over 800 employees. Our ERGs are open to all employees and we encourage broad participation.
Professional Development and Employee Training
Ensuring employees have access to professional development opportunities is a priority for us. By offering employees programs through which they can develop additional skills and find new opportunities within the company, we help to create a more representative and inclusive workforce throughout our organization.
Among our programs are our Global Internal Mobility Program which makes it easier for employees to apply—and be considered first—for positions across our brands through our internal job board, and our Global Mentorship Program, which includes a program for group-based mentorship as well as a one-to-one program that allows employees to partner with more experienced colleagues, set goals together, and then collaborate to help the employee achieve their goals.
Awards and Recognition
We are honored to be recognized for our company’s continued work to enhance our programs and benefits.
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In 2022, 2023 and 2024 we received a rating of “AA” in MSCI’s ESG Ratings Assessment. The upgrade to an AA rating positions Ziff Davis among leading companies worldwide for action across ESG matters.
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For the fourth consecutive year we earned a 100% score on the Human Rights Campaign Foundation’s annual Corporate Equality Index and were named one of the “Best Places to Work for LGBTQ+ Employees.”
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Our Global Mentorship Program received the 2022, 2023 and 2024 “Most Impactful Mentoring Program” award from Mentorloop.
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We were awarded Bronze for “Best CSR Strategy” in the 2023 and 2024 Stevie Awards for Great Employers, which recognizes the world’s best employers and the human resources teams, professionals, achievements, suppliers, and products and services that help to create, and drive, great places to work.
For more information about our initiatives, please visit our website at
https://www.ziffdavis.com/esg.
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Our Board and Corporate Governance
Governance
Ziff Davis’ Board of Directors has adopted corporate governance principles and a code of business conduct and ethics, which are both posted, along with the charters for the Audit, Compensation, and Environmental, Social, and Governance Committees, in the corporate governance section of Ziff Davis’ website at https://www.ziffdavis.com/esg/governance/.
Corporate Governance Principles
Ziff Davis’ corporate governance principles provide guidelines that govern the qualifications and conduct of the Board of Directors. The corporate governance principles are consistent with the corporate governance requirements of SOX, and the corporate governance listing requirements applicable to companies whose securities are listed on the Nasdaq Global Select Market (the “Nasdaq listing standards”) and any other applicable law. The corporate governance principles address, among other things:
●
the independence and other qualifications of members of the Ziff Davis Board of Directors and its committees. The corporate governance principles provide that a majority of the directors, and all members of the Audit, Compensation, and Environmental, Social and Governance Committees, shall be independent of Ziff Davis and its management;
●
the functions and qualifications of the Board of Directors in relation to oversight of Ziff Davis;
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the selection process for Board nominees and appointments;
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the selection, evaluation, and approval of compensation of Ziff Davis’ executive officers and directors;
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the organization and basic function of committees of the Board of Directors; and
●
the authority of the Board of Directors and committees to engage outside advisors.
Code of Business Conduct and Ethics
Ziff Davis’ code of business conduct and ethics applies to all directors, officers, and employees of Ziff Davis, including Ziff Davis’ President and Chief Executive Officer, Chief Financial Officer, Chief Accounting Officer, and Executive Vice President, General Counsel and Secretary. The code of business conduct and Ethics embodies Ziff Davis’ commitment to conduct its business in accordance with all applicable laws, rules and regulations and the highest ethical standards.
Board Leadership
We separate the roles of Chief Executive Officer and Chair of the Board of Directors, which is reflective of the different responsibilities of their respective roles. The Chief Executive Officer is responsible for setting the strategic direction for Ziff Davis and for the day-to-day leadership and performance of Ziff Davis, while the Chair of the Board of Directors provides guidance to the Chief Executive Officer and sets the agenda for, and presides over, meetings of the Board of Directors.
Director Independence
Ziff Davis’ Board of Directors has determined that all of our directors, other than our President and Chief Executive Officer, Mr. Shah, are independent within the meaning of the rules of the SEC and the listing rules of the Nasdaq Stock Market.
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Our Board and Corporate Governance
Other Directorships
In order to have sufficient time to commit to preparation for and attendance at Board and committee meetings, the Board of Directors has determined that non-employee directors should not serve on more than (i) four (4) boards of publicly traded companies (including the Company) unless the Board of Directors determines on a case-by-case basis that such simultaneous service would not impair the ability of such director to effectively perform their obligations as a director of the Company and (ii) three (3) audit committees of publicly traded companies (including the Company) unless the Board of Directors determines on a case-by-case basis that such simultaneous service would not impair the ability of such member to effectively serve on the Company's Audit Committee.
Third-Party Compensation of Directors
Under Nasdaq Listing Rule 5250(b)(3), companies must disclose the material terms of all agreements and arrangements between any director or nominee for director, and any person or entity other than the Company, relating to compensation or other payment in connection with such person’s candidacy or service as a director of the Company. As of the date of this proxy statement, none of the Company’s directors or nominees for director were receiving such compensation.
Communications with the Board of Directors and the Audit Committee
Stockholders may send written communications to the entire Board of Directors, to the Audit Committee or to individual members, addressing them to Ziff Davis, Inc., 360 Park Avenue South, 17th Floor, New York, New York, 10010, Attention: Corporate Secretary. Communications by email should be addressed to investor@ziffdavis.com and marked “Attention: Corporate Secretary” in the “Subject” field. Interested parties may also submit complaints regarding accounting, internal accounting controls, or auditing matters to Ziff Davis' Audit Committee.
The Board of Directors has instructed the Secretary to review all communications so received (via email or otherwise), and to exercise his discretion not to forward to members of the Board of Directors correspondence that is inappropriate, such as business solicitations, frivolous communications, advertising, routine business matters (e.g., business inquiries, customer complaints or suggestions), and personal grievances. However, any director may at any time request the Secretary to forward any and all communications received by the Secretary but not forwarded to the Board of Directors.
Risk Management
The Board of Directors and its committees play an active role in overseeing management of Ziff Davis’ risks and strategic direction. The Board of Directors regularly reviews information regarding Ziff Davis’ liquidity and operations, as well as the risks associated with each. Ziff Davis’ Compensation Committee is responsible for overseeing the management of risks relating to Ziff Davis’ executive compensation plans and arrangements. The Audit Committee oversees the process by which Ziff Davis’ senior management and the relevant departments assess and manage Ziff Davis’ exposure to, and management of, enterprise risk, including financial risks. The Audit Committee also oversees Ziff Davis’ organization-wide approach to identifying and mitigating data security and data privacy risks, as well as how Ziff Davis and its Information Security team assess and manage our material risks from cybersecurity threats. The Audit Committee receives quarterly reports from management on our cybersecurity risks. In addition, management updates the Audit Committee, as necessary, regarding any material cybersecurity incidents, as well as certain incidents with lesser impact potential. The full Board of Directors also receives briefings from management on our cyber risk management program, and receives an update from management at least every two years regarding succession planning. The Environmental, Social, and Governance Committee manages risks associated with the independence of the Board of Directors, potential conflicts of interest, and environmental and social corporate responsibility policies and practices. While each
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Our Board and Corporate Governance
committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed about such risks.
Stock Ownership Guidelines
We have had stock ownership guidelines for our named executive officers, certain other executives and our directors since 2016, and which were last updated in 2022. The targeted stock ownership requirements were established as a multiple of base salary for our executive officers. For Mr. Shah, the targeted stock ownership level is five times base salary. For Mr. Richter, the targeted stock ownership level is four times base salary. For Mr. Rossen and Ms. Tansley, the targeted stock ownership level is three times base salary. Non-management directors are expected to acquire and hold during their service on the Board of Directors shares of our common stock equal in value to at least five times the annual Board cash retainer paid to our non-management directors (excluding any retainer paid for service on a Board committee). Each executive officer and director subject to our stock ownership guidelines has five years from the later of (i) the date the most recent stock ownership guidelines were adopted and (ii) the date an executive officer or Board member is appointed, to meet the target stock ownership requirements. Our ESG Committee monitors compliance with these stock ownership guidelines. Our full stock ownership guidelines are available on our corporate website at https://www.ziffdavis.com/esg-policies. As of December 31, 2024, all of our executive officers and non-management directors were in compliance with these guidelines.
Insider Trading Policies and Procedures
Prohibitions on Hedging and Pledging Transactions
Our Securities Trading Policy prohibits officers and directors from engaging in transactions that would allow such officer or director to continue to own the Company’s common stock without taking on the full risks and rewards of stock ownership. The Board of Directors believes that when such transactions occur, those directors or officers engaged in any such transactions may no longer have the same objectives as the Company’s other stockholders under such circumstances. Therefore, the Company’s Securities Trading Policy prohibit all employees, directors, and certain other designated persons of Ziff Davis and its subsidiaries and affiliates, together with their spouses, other persons living in their households, their children, and entities over which they exercise control or own, from engaging in the following transactions in the Company’s securities and any similar transactions:
●
day trading;
●
trading on margin;
●
trading in puts, calls, or other derivative securities;
●
hedging or other monetization transactions; and
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pledging the Company’s securities as collateral for a loan.
Prior to engaging in any transaction in the Company’s securities, executive officers and directors must first obtain pre-clearance of the transaction from the Company’s General Counsel, or, for the General Counsel and for executive directors and officers in the General Counsel’s absence, from the Chief Executive Officer, President and/or Chief Financial Officer, except with respect to trading pursuant to certain pre-existing written plans, contracts, instructions, or arrangements under Rule 10b5-1 that have been approved by the Company.
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EXECUTIVE COMPENSATION
Compensation Discussion and Analysis
2024 Financial Performance
Ziff Davis is a vertically focused digital media and internet company whose portfolio includes leading brands in technology, shopping, gaming and entertainment, health and wellness, connectivity, cybersecurity, and martech. Our brands include CNET, PCMag, Spiceworks, RetailMeNot, IGN, Gamer Network, Humble Bundle, Everyday Health, BabyCenter, MedPage Today, Lose It!, Ookla, SpeedTest, Downdetector, RootMetrics, Ekahau, VIPRE, Moz, and IPVanish.
In 2024, Ziff Davis had revenues of $1,402 million, Net Income of $63 million, and Adjusted EBITDA of $494 million. 2024 was a return to growth for the Company, with revenues growing 2.8% over 2023, Net Income growing 51.9%, Adjusted EBITDA growing 2.3%, Net Income per diluted share growing 59.6%, and Adjusted Diluted EPS growing 6.9%.
The Company was able to effectively allocate capital through the reinvestment in our operating businesses, repurchase of shares, paydown of outstanding debt, and the consummation of meaningful and accretive acquisitions. The Company has maintained its focus on earnings growth, which coincides with the import of generating significant after-tax free cash flow, with our free cash flow conversion for the year reflecting our emphasis on this metric. In 2024, Ziff Davis generated more than $390 million of Cash from Operating Activities and more than $280 million of Free Cash Flow. Adjusted EBITDA, Adjusted Diluted EPS and Free Cash Flow are non-GAAP financial measures and are further defined and reconciled to the most directly comparable GAAP financial measures in Appendix A to this proxy statement.
The Company ended 2024 with a very strong balance sheet, even after deploying approximately $225 million of cash on acquisitions, $185 million on stock repurchases, and $135 million in debt paydown during the year.
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Executive Compensation
Say-on-Pay Vote and Stockholder Engagement
At Ziff Davis’ 2024 Annual Meeting of Stockholders held on May 7, 2024, the Company held a stockholder advisory vote on the compensation of the named executive officers, commonly referred to as a “say-on-pay” vote. Ziff Davis’ stockholders approved the compensation of the named executive officers, with approximately 91.7% of the stockholder votes cast in favor of the Company’s "say-on-pay" proposal. The Compensation Committee interpreted this level of support as affirmation by our stockholders of the design and overall execution of our executive compensation programs.
Despite this high level of support for the “say-on-pay” vote in 2024, we continued to engage with our stockholders through our stockholder outreach program to gather feedback on various issues including, but not limited to, environmental, social, and governance matters, financial and business performance, corporate governance, and executive compensation. In 2024 and 2025, the Company reached out to stockholders (exclusive of current or former directors and officers) representing more than 80% of its shares and offered these stockholders the opportunity to engage with us. The Company held meaningful meetings with nineteen of these stockholders and discussed various topics, and our Chair of the Board of Directors participated in four of these meetings (representing stockholders owning approximately 40% of outstanding shares). Below is a summary of certain of the topics discussed during the meeting with our Chair of the Board of Directors, along with what Ziff Davis is doing in response:
| Topic/Feedback | Actions for Fiscal Year 2025 and Beyond | ||||
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Succession Planning
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Reiterate our commitment to periodic reviews of Ziff Davis's succession planning. | ||||
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Bonuses
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In this proxy statement, we have provided additional details on benchmarks used for our ESG Bonus and have provided clarification on the 2024 Executive Bonus Plan. | ||||
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Business Segmentation
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The Company now presents the following five reportable segments: 1) Technology & Shopping, 2) Gaming & Entertainment, 3) Health & Wellness, 4) Connectivity, and 5) Cybersecurity & Martech. | ||||
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Executive Compensation
Executive Officers
The following sets forth certain information regarding Ziff Davis’ executive officers, who are also the named executive officers for 2024 (ages are as of the record date):
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Vivek Shah
President and Chief Executive Officer
Age:
51
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Vivek Shah, 51, was appointed as Chief Executive Officer of Ziff Davis and a member of its Board of Directors effective January 1, 2018. Mr. Shah led the acquisition of Ziff Davis when it was a private company and its subsequent sale to J2 Global, before J2 Global was renamed to Ziff Davis in 2021. From 1995 to 2009, Mr. Shah held various management positions at Time, Inc., a division of Time Warner, including Group President, Digital and President of the Fortune/Money Group. Mr. Shah serves on the boards of directors of StreetSquash, the Craig Newmark Graduate School of Journalism CUNY Foundation, and LiveOnNY, and is a member of the Tufts University Board of Trustees and of the Board of Advisors for Tufts University’s Fletcher School of Law and Diplomacy. Mr. Shah holds a Bachelor of Arts degree in political science from Tufts University.
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Bret Richter
Chief Financial Officer
Age:
55
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Bret Richter, 55, was appointed Ziff Davis’ Chief Financial Officer on January 1, 2022. From September 2015 to December 2021, Mr. Richter served in various roles at MSG Networks, Inc., a media company, including as Executive Vice President, Chief Financial Officer and Treasurer. Before joining MSG Networks, Mr. Richter served as Executive Vice President, Corporate Finance and Development, of Cablevision, a cable and broadband services company. Previously, Mr. Richter served as Cablevision’s Senior Vice President, Financial Strategy and Development. Before joining Cablevision, Mr. Richter served as President of The Richter Consulting Group, Inc., a privately held advisory firm that provided consulting services to early-stage media companies. Prior to that, Mr. Richter was Senior Vice President of Finance at NTL Incorporated (a predecessor of Virgin Media) and was also a member of the media investment banking advisory team at Salomon Brothers Inc. Mr. Richter is a past-member of the Cornell University Council, a member of Cornell’s College of Agriculture and Life Sciences Advisory Council and is a Past-President of Cornell’s College of Agriculture and Life Sciences Alumni Association Board. Mr. Richter holds a Bachelor of Science degree from Cornell University, where he studied applied economics and business management.
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Executive Compensation
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Jeremy D. Rossen
Executive Vice President, General Counsel,
and Secretary
Age:
54
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Jeremy D. Rossen, 54, was appointed as Vice President, General Counsel of Ziff Davis effective June 1, 2015, Secretary in November 2015, and promoted to Executive Vice President in March 2019. From May 2009 until joining the Company in 2015, Mr. Rossen served as a Senior Vice President at The Gores Group, a private equity firm. Prior to that, Mr. Rossen served as General Counsel at Helio LLC, a wireless telecommunications carrier, General Counsel at Somera Communications, Inc., a telecommunications equipment company, and a corporate and securities attorney at Wilson, Sonsini, Goodrich & Rosati. Mr. Rossen serves on the boards of directors of the News/Media Alliance and Group Black. Mr. Rossen holds Bachelor of Arts and Juris Doctor degrees from the University of Pennsylvania.
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Lori Tansley
Chief Accounting Officer
(1)
Age:
54
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Lori Tansley, 54, was appointed Ziff Davis’ Chief Accounting Officer and appointed as an executive officer on December 2, 2024. From March 2021 to July 2024, Ms. Tansley served as SVP, Chief Accounting Officer of Ankura Consulting Group LLC. In that role, Ms. Tansley led a global team responsible for business controllership, corporate consolidation, technical accounting, tax compliance, statutory reporting, contract administration, financial systems, finance operations, and shared services. Prior to Ankura, Ms. Tansley worked at Moody’s Corporation as Managing Director - Digital Finance Transformation Leader from November 2018 to March 2021, at Affinion Group, Inc., as SVP and Chief Accounting Officer from May 2016 to November 2018, and in a variety of finance and accounting roles at General Electric Company (“GE”) for nearly two decades, most recently as its Managing Director - Global Technical Advisor, GE Capital Audit. Prior to GE, Ms. Tansley launched her career at PricewaterhouseCoopers, LLP. Ms. Tansley has a Bachelor of Business Administration from the Lubin School of Business at Pace University. Ms. Tansley is a Certified Public Accountant in New York.
(1) Layth Taki was Ziff Davis’ Chief Accounting Officer prior to his resignation effective August 16, 2024, but shall continue to be included as a named executive officer for fiscal 2024.
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Executive Compensation
Compensation Philosophy and Objectives
The Compensation Committee of Ziff Davis’ Board of Directors (the “Compensation Committee”) bases its executive compensation decisions on principles designed to align the interests of our executives with those of our stockholders. In order to motivate, attract and retain key executives who are critical to its long-term success, the Company aims to provide pay packages that in the aggregate are competitive with comparable positions at comparable companies based upon third-party compensation survey information.
The Compensation Committee reviews Ziff Davis’ compensation strategy annually and engages with management for their recommendations. As part of this process, the Compensation Committee considers whether Ziff Davis’ current compensation programs should be modified and whether new programs or elements of compensation should be introduced in order to better meet Ziff Davis’ overall compensation objectives.
Ziff Davis’ Compensation Committee has not adopted any formal policy for allocating compensation between long-term and short-term, between cash and non-cash, or among different forms of non-cash compensation. Rather, the Compensation Committee assesses past performance and anticipated future contribution of each senior executive and approves or, with respect to its Chief Executive Officer, recommends for approval by the Board of Directors, the total amount and mix of each element of compensation. In addition, the Compensation Committee believes that the most senior executives should have their compensation more heavily weighted toward equity-based compensation.
In setting compensation for any given year, the Compensation Committee considers, among other factors, the amount of compensation from prior periods or amounts realizable in future periods from prior compensation.
Ziff Davis’ executive compensation program is designed to drive and reward Company performance in both the short and long terms and is aligned with the goal of increasing shareholder value. We strive to create a compensation program that is competitive and equitable as we focus on meeting the following objectives:
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Executive Compensation
| Principle | Objectives | How We Achieved These Objectives | ||||||
| Attract, Retain, and Motivate Highly Qualified Executive Officers | Attract Talent |
Because our business is highly competitive and relies on the talents and efforts of our executive officers, our compensation program is designed to allow us to attract the most talented people who are committed to the long-term success of our company.
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| Retain and Motivate Talent |
Our success drives the compensation realized by our executive officers, both in the form of increased incentive compensation paid as well as through the potential future appreciation of the company’s stock price, which affects a significant portion of our executive officers’ annual incentive compensation.
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Align Employees with Shareholders
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Foster Equity Ownership | We use equity ownership to directly align the interests of our executive officers with those of our shareholders in creating long-term shareholder value. A significant portion of annual incentives is paid in restricted shares of our common stock, and each executive officer is subject to our stock ownership guidelines that require them to hold a specified multiple of their base salary in the value of shares of our company stock, while they are an executive officer. | ||||||
| Pay for Performance | Drive Shareholder Returns | The vesting of approximately 50% of the equity awards granted to our executive officers is tied to the performance of our common stock. In 2024, we redesigned our performance equity award program and rather than receiving awards with vesting based on maintaining our stock price levels, our executive officers were granted PSU awards which vest if we achieve certain levels of relative total shareholder return (“TSR”) over a three-year performance period. Vesting is based on meeting relative TSR threshold levels of performance at the end of the three-year performance period; if the threshold is not met, the PSU is forfeited. However, during the initial two-year transition period beginning in 2024, the vesting of certain of the PSUs will be based on meeting relative TSR levels over less than a three-year performance period to ensure our named executive officers do not see a significant gap in annual compensation as we move from one-year targeted vesting to the three-year relative TSR program. | ||||||
| Drive Profitability | The annual incentive compensation paid to our named executive officers is based on our annual Adjusted Net Income. | |||||||
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Align Risk
and Reward
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Foster Balanced Risk-Taking | We use a mix of compensation components—base salary, annual incentives, and long-term incentives—to create an environment that encourages increased profitability for the Company. We seek to balance base incentive compensation to complement our annual and longer-term business objectives and strategies and encourage the fulfillment of those objectives and strategies through executive officer performance. We also have a clawback policy that allows the Company to recover incentive compensation under certain circumstances. | ||||||
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Executive Compensation
Stockholder-Friendly Features of Our Executive Compensation Program
The following are highlights of our executive compensation program which include stockholder friendly features and demonstrate sound corporate governance. Our executive compensation program currently includes:
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What we do:
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What we do NOT do:
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✓ Annual cash incentives
directly tied to our Adjusted Net Income which is related to our profitability;
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No annual guaranteed salary increases, guaranteed annual cash incentives, or guaranteed equity compensation;
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✓ Substantial portion
of total compensation in the form of long-term equity awards;
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✖
No repricing of underwater stock options;
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✓
Long-term PSU awards
directly tied to (i) stock price performance and (ii) returns generated for our stockholders as measured by relative TSR;
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No excessive perquisites;
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✓ Stock ownership guidelines
for executive officers and directors, supplemented with an anti-hedging policy;
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No hedging transactions, short sales, or pledging of our common stock permitted for any employee, including executive officers;
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✓ Independent compensation committee
to fairly administer executive compensation program;
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No tax gross-ups on perquisites, severance, or change in control payments;
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✓ Clawback policy
to recover incentive compensation in certain circumstances;
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No executive pensions or additional benefit accruals under nonqualified executive retirement programs; and
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✓
Ongoing shareholder outreach
by our Board and management to solicit feedback on compensation and governance;
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No quarterly dividends paid on unvested equity awards or unearned PSU awards.
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✓
Independent compensation consultant
provides input into the Committee’s compensation determinations; and
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No "
spring-loaded
" equity awards, which take advantage of material non-public information to enhance the value awarded to recipients.
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✓
Peer group reviews
conducted annually by our Compensation Committee to ensure the ongoing relevance of peers.
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Executive Compensation
Compensation Consultant and Peer Group
The Compensation Committee considers from time to time the market compensation of similarly-situated executives at other companies. To do this, the Compensation Committee periodically purchases third-party compensation surveys or engages independent third-party compensation consultants to assist in providing comparative compensation data. In fiscal 2024, the Compensation Committee engaged Compensia to prepare a competitive analysis of the Company’s current executive compensation programs (the “2024 Compensation Report”). Specifically, our Compensation Committee worked with Compensia to review competitive market data and analysis, including information about current market practices and trends, compensation structures, and compensation ranges of a comparison group selected and proposed by Compensia (the “Peer Group”). The Peer Group was comprised of the following companies:
| 2024 Compensation Peer Group | ||||||||
| Angi Inc. | Match Group, Inc. | TripAdvisor, Inc. | ||||||
| Bumble Inc. | RingCentral, Inc. | Yelp Inc. | ||||||
| Cars.com | Shutterstock | Zillow Group, Inc. | ||||||
| Doximity, Inc. | Smartsheet Inc. | ZoomInfo Technologies Inc. | ||||||
| IAC Inc. | TechTarget, Inc. | |||||||
| Jack Henry & Associates, Inc. | The New York Times Company | |||||||
The Peer Group’s trailing 12 months of revenue ranged from approximately $475.4 million to approximately $3.807 billion with $1.313 billion representing approximately the 50th percentile. The 2024 Compensation Report was presented to the Compensation Committee in March 2024 and, alongside other factors, informed the Compensation Committee’s decisions with respect to executive compensation for fiscal 2024.
The Compensation Committee recognizes that it is essential to receive objective advice from its external independent advisors. Consequently, the Compensation Committee has sole responsibility for retaining Compensia. Compensia reported directly to the Compensation Committee and Compensia did not provide any other material services to Ziff Davis during fiscal 2024.
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Executive Compensation
Executive Compensation Program
In 2024, similar to prior years, our named executive officers’ compensation consisted primarily of four elements, namely, base salary, annual incentive cash compensation, long-term restricted stock units (“RSUs”), and long-term performance stock units (“PSUs”).
| Base Salary | Base salaries provide a market-competitive amount of cash compensation for each executive that is not variable. | ||||
| Annual Incentive Cash Compensation |
Our annual cash incentive program directly aligns our named executive officers’ annual cash incentive pay with our financial performance.
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Long-Term
RSU Awards
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Increasing our share price is a key objective for us as we seek to maximize long-term value for our stockholders. Time-based restricted stock is provided to executives to help align executive compensation with the interests of our stockholders. | ||||
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Long-Term
PSU Awards
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Our PSU awards are intended to directly align the interests of our named executive officers with those of our stockholders by directly tying the value of the award to certain long-term performance metrics. The 2024 PSU awards vest if we achieve certain levels of relative total shareholder return over a three-year performance period. | ||||
Each of these components is described in further detail in the narrative that follows.
Base Salary
. Base salary is the fixed portion of executive pay and is set to reward the executive officers’ current contributions to Ziff Davis and compensate them for their expected day-to-day performance. Base salaries are evaluated annually for all executive officers. In determining appropriate salary levels for the executive officers generally, the Compensation Committee considers, among other factors, the executive officer’s scope of responsibility, prior experience, and past performance, as well as data and insights related to prevailing compensation levels in relevant markets for executive talent.
In determining 2024 base salaries, the Compensation Committee considered a number of factors including the information in the 2024 Compensation Report, together with various other factors such as Company performance and general economic conditions, among others.
Based on the factors described above, in March 2024 the Compensation Committee recommended, and the Board of Directors approved, an increase in Mr. Richter's annual base salary from $625,000 to $750,000 and an increase in Mr. Taki's annual base salary from $400,000 to $420,000. The Compensation Committee did not recommend an increase in base salary for Mr. Shah or Mr. Rossen. For 2024, Messrs. Shah and Rossen’s and Ms. Tansley's annual base salaries were $1 million, $500,000 and $400,000 respectively.
Annual Incentive Cash Compensation
. Ziff Davis has established an executive bonus program (the “Senior Management Bonus Program”) for awarding cash bonuses to Ziff Davis’ senior executives, including the named executive officers. Bonus guidelines under the Senior Management Bonus Program are established each year and are designed to encourage and reward senior management for attaining company-wide financial goals and improving the financial and operational health of Ziff Davis.
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Executive Compensation
The process for determining bonuses under the Senior Management Bonus Program relies on the development of corporate financial targets as well as ESG-related targets. In addition, individual goals and objectives may be set for each program participant except the President and Chief Executive Officer and the Chief Financial Officer, who bear ultimate responsibility for achievement of the corporate financial targets and the budget, provided that the President and Chief Executive Officer and Chief Financial Officer also participate in our ESG bonus described below. The financial objectives are generally in alignment with Ziff Davis’ budget for the year, which is used as a basis for Ziff Davis’ public disclosures regarding its expected annual financial performance. Any individual goals and objectives are designed to help Ziff Davis achieve its financial goals. The corporate financial objectives are recommended by the Compensation Committee for approval by the Board of Directors.
Executive Bonus Plan
The target Adjusted Net Income in respect of the 2024 Ziff Davis, Inc. Executive Bonus Plan (the “2024 Executive Bonus Plan”), which is a component of the Senior Management Bonus Program, was $310,864,856 (the “2024 Goal”). The 2024 Executive Bonus Plan provided that the bonus pool would be “funded” only if Ziff Davis achieved at least a minimum of more than 85% of the 2024 Goal. If at least 85% of the 2024 Goal was achieved, the bonus pool for 2024 could be funded at between 0% and 185% of the target pool amount, depending on the actual percentage of the 2024 Goal achieved. The bonus pool for 2024 was capped at 185% if $337,288,369 million or more of Adjusted Net Income was achieved.
Under the Senior Management Bonus Program established for fiscal 2024, Ziff Davis established a “bonus pool” based upon an aggregate of specified percentages of the base salary or a set bonus target for each participating employee. For Mr. Shah, the “target” bonus percentage was 100% of his base salary. For Messrs. Richter, Rossen and Taki, the “target” bonuses were $750,000, $325,000, and $200,000 respectively (Ms. Tansley was not eligible for an annual bonus for 2024; Mr. Taki resigned in 2024 and forfeited eligibility for an annual bonus for 2024). These percentages and amounts were determined based on the named executive officers’ relative level of responsibility, size and complexity of their role, past contributions to Ziff Davis’ performance, and expected contributions to Ziff Davis’ future success. They were also based on the executive’s articulated goals and objectives, as well as the market compensation of similarly situated executives at other companies, as reflected in third-party compensation surveys, including the 2024 Compensation Report.
On March 5, 2025, the Compensation Committee recommended for approval by the Board of Directors, and the Board of Directors approved, funding the pool established under the 2024 Executive Bonus Plan (the “2024 Pool”) at the 62% level based upon the program formula. The below table displays the threshold, target, maximum and actual achievement with respect to the 2024 Executive Bonus Plan:
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Executive Compensation
Adjusted Net Income Achievement
| Achievement Threshold % | Achievement Threshold Amount ($) | Payout % | ||||||
| 85% | 264,235,128 | 0% | ||||||
| 89.5% | 278,224,046 | 30% | ||||||
| 94.7% | 294,461,002 | 62% | ||||||
| 100% | 310,864,856 | 100% | ||||||
| 108.5% | 337,288,369 | 185% | ||||||
The Compensation Committee maintains the right to consider certain discretionary changes to the Payout percentages noted above.
However, once the 2024 Pool was funded, the Compensation Committee did not exercise discretion or recommend to the Board of Directors any changes to individual awards under the 2024 Executive Bonus Plan.
As such, on March 5, 2025, the Board of Directors approved the Compensation Committee’s recommendation to award the following bonuses from the 2024 Pool to the named executive officers:
| Name | Target Bonus ($) | Percent Target Bonus Achieved | Percent Target Bonus Paid | Bonus Payment ($) | ||||||||||
| Vivek Shah | 1,000,000 | 62% | 62% | 620,000 | ||||||||||
| Bret Richter | 750,000 | 62% | 62% | 465,000 | ||||||||||
| Jeremy D. Rossen | 325,000 | 62% | 62% | 201,500 | ||||||||||
For fiscal 2022, 2023 and 2024, Ziff Davis paid the following aggregate annual bonus amounts to the named executive officers (Steve Dunn, a former executive officer, received a pro-rated bonus for 2022 as he departed the company in November 2022; Layth Taki, a former executive officer, who joined the company in 2022 and departed the company in August 2024, received a pro-rated bonus in 2022 and did not receive a bonus for 2024; Lori Tansley, an executive officer who joined the company in December 2024, did not receive a bonus for 2024) in relation to the target percentage achievement in such fiscal year and the corresponding funding levels:
| Year | Aggregate Target Bonus ($) | Percent Annual Goal Achieved | Percent Target Bonus Achieved | Percent Target Bonus Paid |
Aggregate Bonus
Paid ($) |
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| 2022 | 2,087,841 | 93.7% | 36.6% | 36.6% | 764,150 | ||||||||||||
| 2023 | 2,150,000 | 93.5% | 54.4% | 54.4% | 1,170,213 | ||||||||||||
| 2024 | 2,075,000 | 94.7% | 62.0% | 62.0% | 1,286,500 | ||||||||||||
The Compensation Committee did not exercise discretion or recommend to the Board of Directors any changes to individual awards under the 2022, 2023, or 2024 Executive Bonus Plans.
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Executive Compensation
ESG Bonus
Our senior executives, including our named executive officers, include in their bonus plans an ESG component. The bonus represents a maximum of fifteen percent (15%) of an individual’s then current bonus target amount. The Compensation Committee, in consultation with the Environmental, Social, and Governance Committee, was responsible for assessing the Company’s performance with respect to these objectives. On March 5, 2025, the Board of Directors approved the Compensation Committee’s recommendation to award Messrs. Shah, Richter and Rossen ESG bonuses of $100,000, $75,000, and $32,500 respectively for 2024. Beginning in 2025, in response to shareholder feedback, the ESG Bonus will be based on company achievement relative to standards set by the Climate Disclosure Project, MSCI, ISS, the S&P Corporate Sustainability Assessment, and Sustainalytics.
Long-Term Equity Incentive Compensation
. We provide share-based, long-term compensation to our executive officers through our stockholder-approved 2024 Ziff Davis Equity Incentive Plan (the “2024 Stock Plan”). The 2024 Stock Plan provides for a variety of stock and share-based awards, including stock options, stock appreciation rights, time-based restricted stock awards (“RSAs”) and RSUs, each of which vests over a period determined by the Compensation Committee, as well as performance-based restricted stock awards (“PSAs”) and PSUs that are earned based on the Company’s achievement of performance measures established by the Compensation Committee. We believe that these awards create a powerful link between the creation of stockholder value and executive pay delivered. Outstanding equity awards granted prior to the approval of the 2024 Stock Plan at the 2024 Annual Meeting were granted pursuant to the 2015 Ziff Davis, Inc. Stock Option Plan (the “2015 Stock Plan”).
In general, the Compensation Committee determines the appropriate size of stock-based compensation awards by evaluating the relative importance of the contributions of each executive and the expected future value of each award over the vesting period. The Compensation Committee also takes into account from time to time information provided by third-party compensation surveys that provide market compensation data of similarly-situated executives at similar companies. This process is designed to achieve the proper balance between incentivizing and retaining the services of our executive officers and other key employees, while continuing to preserve stockholder value.
CEO Long-Term Equity Incentive Compensation
In connection with his appointment as Chief Executive Officer of the Company, Mr. Shah was awarded an upfront long-term equity award, effective January 1, 2018 under the 2015 Stock Plan consisting of 400,000 stock options, 400,000 PSAs, and 200,000 RSAs (the “Shah Equity Award”) to incentivize Mr. Shah during his tenure as Chief Executive Officer. The Compensation Committee used numerous factors, including benchmarking materials and the work of independent third-party compensation consultants, to determine the Shah Equity Award and decided that a primarily performance-based award over an eight-year time frame was an appropriate long-term incentive award for the Company’s new Chief Executive Officer. The exercise price of the stock options under the Shah Equity Award was equal to $75.03, the fair market value of a share of Company common stock on January 1, 2018. The stock options and RSAs vest in eight equal installments on each of the eight anniversaries of January 1, 2018 (the “Shah Grant Date”). The PSAs were set to vest in one-eighth increments only if the Company’s common stock price remained at or above the following eight stock prices for at least 20 trading days in any 30 consecutive trading day period and the average closing price for such 30 day period is equal to or exceeds such stock price threshold: $83.93, $93.88, $105.01, $117.47, $131.40, $146.98, $164.41 and $183.90; provided that no PSAs vested before the second anniversary of the Shah Grant Date. The stock price thresholds with respect to Mr. Shah’s PSAs were based on the compounded annual growth rate in the Company’s common stock price from the date of its initial public offering until the Shah Grant Date, as applied to each of the eight successive stock price thresholds. As of January 1, 2025, 87.5% of the stock options, 62.5% of the PSAs, and 87.5% of RSAs under the Shah Equity Award had vested. As a
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Executive Compensation
result of the equity adjustments associated with the Consensus Spin-Off (i) 108,784 stock options, 163,181 PSAs, and 27,194 RSAs remain unvested under the Shah Equity Award, (ii) the exercise price of the stock options under the Shah Equity Award was adjusted to $68.97, and (iii) the stock price targets for the three remaining tranches of the PSA under the Shah Equity Award were adjusted to $125.57, $143.00, and $162.49, respectively.
On November 20, 2021, in light of the Company’s strong performance, the fact that Mr. Shah’s last equity grant was nearly four years prior, and in order to provide appropriate incentives for Mr. Shah, the Compensation Committee awarded Mr. Shah 111,613 RSUs pursuant to the 2015 Stock Plan, which vest in four equal installments on each of the four anniversaries of the date of grant. 27,904 RSUs from this grant remain unvested as of December 31, 2024.
On March 6, 2024, the Compensation Committee issued 71,023 RSUs and 71,023 PSUs to Mr. Shah pursuant to the 2015 Stock Plan. The RSUs vest ratably over a three-year vesting period on each of the first three anniversaries of the date of grant, generally subject to Mr. Shah’s continued employment through the applicable vesting date. The PSUs vest over a three fiscal year performance period, with 15%, 35% and 50% of the target number of PSUs granted vesting shortly following each of the first, second and third performance years, respectively, based on the achievement of pre-established relative TSR goals and generally subject to Mr. Shah’s continued employment through the end of the applicable performance year. The Compensation Committee determined that it was appropriate to make this award in light of the fact that the Shah Equity Award was in its seventh year of its eight year term and there has only been one additional equity grant to him during that period. In addition, the Compensation Committee believed it appropriate to begin layering in regular equity grants that align our CEO’s compensation with that of the balance of the management team. The Compensation Committee further determined that the size of the award was appropriate as it was in the 50th and 75th percentile of peers.
Long-Term Incentive Compensation for Other NEOs
Since fiscal 2016, when the Compensation Committee adopted a policy pertaining to the vesting of RSAs issued to senior executive officers, including the named executive officers, the Company has been granting long-term equity-based awards in the form of RSAs, RSUs, PSAs and PSUs. The RSAs and RSUs vest ratably over a three-, four- or five-year vesting period, with awards vesting one-third, one-fourth or one-fifth, as applicable, on each of the first three, four or five anniversaries of the date of grant provided that the recipient is still employed by Ziff Davis at the applicable vesting date. With respect to awards granted prior to 2024, the PSAs and PSUs vest with respect to one-fourth or one-fifth, as applicable, of such shares at such time as Ziff Davis common stock remains at or above specified stock prices for a specified number of trading days (“Pre-2024 Performance Restricted Shares”); provided that in the case of Pre-2024 Performance Restricted Shares (x) no such shares shall vest prior to the first anniversary of the date of grant, whether or not any stock price condition is satisfied prior to such time and (y) the recipient is still employed by Ziff Davis at the applicable vesting date. The recipients have a total of eight years to achieve any performance targets with respect to the Pre-2024 Performance Restricted Shares. With respect to awards granted beginning in 2024, PSU awards are designed to vest if Ziff Davis achieves certain levels of relative TSR over one or more performance periods within three years from the date of grant.
In fiscal 2024, the Compensation Committee issued RSUs and PSUs to the named executive officers as provided in the below table. With respect to the PSUs, the Board of Directors determined that the PSU awards will vest if Ziff Davis achieves certain levels of relative TSR. To ensure Ziff Davis' named executive officers do not see a significant gap in annual compensation as Ziff Davis moves from one-year targeted vesting to the three-year relative TSR program, 15% of the 2024 PSU award is eligible to vest after a one-year performance period, 35% of the 2024 PSU award is eligible to vest after a two-year performance period, and the remaining 50% of the 2024 PSU award is eligible to vest after a three-year performance period. The values for the RSUs are based on the grant date fair
|
|
41
|
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Executive Compensation
value of such awards and the values for the PSUs are based on a Monte Carlo simulation in accordance with FASB Accounting Standards Codification 718.
| Name | Number of Performance Based Restricted Stock Units (#) | Dollar Value of Performance Based Restricted Stock Units ($) | Number of Time Based Restricted Stock Units (#) | Dollar Value of Time Based Restricted Stock Units ($) | Dollar Value of Total Long-Term Equity Incentive Award ($) | ||||||||||||
| Vivek Shah | 71,023 | 6,191,039 | 71,023 | 4,750,018 | 10,941,058 | ||||||||||||
| Bret Richter | 26,167 | 2,280,946 | 41,119 | 2,750,039 | 5,031,003 | ||||||||||||
| Jeremy D. Rossen | 9,906 | 863,501 | 9,906 | 662,513 | 1,526,014 | ||||||||||||
| Layth Taki | 6,729 | 586,564 | 6,728 | 449,969 | 1,036,532 | ||||||||||||
| Lori Tansley | — | — | — | 250,038 | 250,038 | ||||||||||||
Employee Stock Purchase Plan
. Ziff Davis offers all of its employees, including Ziff Davis’ named executive officers, the opportunity to purchase Ziff Davis’ common stock through a tax-qualified employee stock purchase plan (“ESPP”). Under the ESPP, eligible employees can withhold up to 15% of their earnings, up to certain maximums, to be used to purchase shares of Ziff Davis’ common stock at certain plan-defined dates. The price of Ziff Davis common stock purchased under the ESPP for the offering periods is equal to 85% of the lesser of its fair market value at the beginning or the end of the offering period.
Other Compensation
. Ziff Davis’ executive officers are entitled to participate in Ziff Davis’ health, vision, dental, life, and disability insurance plans, Ziff Davis’ innovation and patent award program and Ziff Davis’ tax-qualified 401(k) plan, to the same extent as Ziff Davis’ other employees.
Change in Control and Severance Arrangements
. In 2022 and, with respect to Ms. Tansley, in 2024, Ziff Davis entered into employment agreements with named executive officers that provide for certain change of control and severance benefits, as set forth below.
Pursuant to their employment agreements and equity award agreements, our named executive officers are eligible to receive benefits (1) in the event of certain qualifying terminations of employment in connection with a change in control and (2) upon their disability or death. The amount of benefits will vary based on the reason for the termination.
Under the terms of Mr. Shah’s June 13, 2022 employment agreement (the “Shah Employment Agreement”), if Mr. Shah’s employment with the Company is terminated by the Company other than for “cause” (as defined in the Shah Employment Agreement), or by Mr. Shah for “good reason” (as defined in the Shah Employment Agreement) and such termination is within three (3) months prior to or within two (2) years following a “change in control” of the Company (as defined in the Shah Employment Agreement) (a “Qualifying CIC Termination”), then Mr. Shah shall be entitled to receive (i) a cash severance amount equal to three (3) times the sum of Mr. Shah’s then current base salary and target annual bonus, payable in a lump sum, (ii) a pro rata bonus payment based on actual performance for the year of termination, (iii) continued medical benefits for eighteen (18) months and (iv) equity vesting benefits, whereby Mr. Shah’s outstanding and unvested equity awards as of such termination shall be treated in accordance with the 2015 Stock Plan or 2024 Stock Plan, as applicable, and the applicable award agreements thereunder. Upon a termination without “cause” or for “good reason,” not in connection with a “change in control” (a “Qualifying Non-CIC Termination”), Mr. Shah shall be entitled to receive (i) a cash severance amount equal to two (2) times the sum of his then current base salary and target annual bonus, payable in equal installments over a period of twelve (12) months in accordance with the Company’s standard payroll procedures, (ii) a pro rata bonus payment based on actual performance for the year of termination and (iii) continued medical benefits for eighteen (18) months. The foregoing severance benefits are subject to Mr. Shah’s execution and non-revocation of a general release of claims in favor of the Company. Mr. Shah is
|
|
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|
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__________________________________________
Executive Compensation
subject to certain non-solicitation restrictions while employed and for one year after termination of employment. In addition, he is subject to confidentiality and non-disparagement restrictions.
Under Messrs. Richter’s and Rossen’s June 13, 2022 employment agreements and under Ms. Tansley's November 21, 2024 employment agreement, upon a Qualifying CIC Termination, Messrs. Richter or Rossen or Ms. Tansley, as applicable, shall be entitled to receive (i) a cash severance amount equal to two (2) times the sum of Messrs. Richter’s or Rossen’s or Ms. Tansley's then current base salary and target annual bonus, payable in a lump sum, (ii) a pro rata bonus payment based on actual performance for the year of termination, (iii) continued medical benefits for eighteen (18) months and (iv) equity vesting benefits, whereby Messrs. Richter’s or Rossen’s or Ms. Tansley's outstanding and unvested equity awards as of such termination shall be treated in accordance with the 2015 Stock Plan or 2024 Stock Plan, as applicable, and the applicable award agreements thereunder. Upon a Qualifying Non-CIC Termination, Messrs. Richter or Rossen or Ms. Tansley, as the case may be, shall be entitled to receive (i) a cash severance amount equal to one (1) times the sum of his then current base salary and target annual bonus, payable in equal installments over a period of twelve (12) months in accordance with the Company’s standard payroll procedures, (ii) a pro rata bonus payment based on actual performance for the year of termination, (iii) continued medical benefits for twelve (12) months and (iv) equity vesting benefits, whereby Messrs. Richter’s or Rossen’s or Ms. Tansley's outstanding and unvested time-based awards that would have vested during the twelve (12) month period following the executive’s termination date shall vest in full and the executive’s then outstanding and unvested performance-based equity awards will remain outstanding and eligible to vest during the twelve (12) months following the applicable termination date. The foregoing severance benefits are subject to Messrs. Richter’s, or Rossen’s or Ms. Tansley's, as the case may be, execution and non-revocation of a general release of claims in favor of the Company. Prior to his termination of employment, Mr. Taki was subject to an employment agreement with the Company and did not receive any payment or benefits upon the termination of this benefits, other than as required by applicable law. Each of Messrs. Richter and Rossen and Ms. Tansley are subject to certain non-compete and non-solicitation restrictions while employed and for six months after termination of employment. In addition, each of Messrs. Richter and Rossen and Ms. Tansley are subject to confidentiality and non-disparagement restrictions.
Equity Grant Timing Practices
|
|
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|
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Executive Compensation
Summary
After its review of all existing programs, consideration of current market and competitive conditions, and alignment with Ziff Davis’ overall compensation objectives and philosophy, the Compensation Committee believes that the total compensation program for Ziff Davis’ executive officers is focused on increasing value for stockholders and enhancing Ziff Davis’ performance. The Compensation Committee currently is satisfied that the compensation Ziff Davis pays to its named executive officers properly ties a significant portion of compensation to stock appreciation or stockholder value through stock-based compensation awards and annual cash incentive bonus measures and delivers compensation levels that are competitive with the compensation programs offered by other corporations with which Ziff Davis competes for executive talent.
Notwithstanding anything to the contrary set forth in any of Ziff Davis’ filings under the Securities Act or the Exchange Act, that might incorporate future filings, including this proxy statement, in whole or in part, the following Compensation Committee Report shall not be deemed to be “Soliciting Material,” is not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under the Securities Act or Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in such filings.
|
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|
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__________________________________________
Executive Compensation
Compensation Committee Report
Management of Ziff Davis has prepared the Compensation Discussion and Analysis as required by Item 402(b) of Regulation S-K, and the Compensation Committee of the Board of Directors has reviewed and discussed it with management. Based on this review and discussion, the Compensation Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the proxy statement for Ziff Davis’ 202
5
Annual Meeting of Stockholders.
Submitted by the Compensation Committee of the Board of Directors,
Scott C. Taylor, Chair
Sarah Fay
William Brian Kretzmer
Kirk McDonald
Neville Ray
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Executive Compensation
2024 Summary Compensation Table
The table below summarizes the total compensation earned by each of the named executive officers in 2022, 2023, and 2024.
|
Name and Principal Position
|
Year
|
Salary
($)
|
Bonus
($)
)
|
Stock
Awards
($)
(1)
|
Option
Awards
($)
|
Non-Equity
Incentive Plan
Compensation
($)
(2)
|
All Other
Compensation
($)
(3)
|
Total
($)
|
||||||||||||||||||
|
Vivek Shah
President & Chief Executive Officer
|
2024 | 1,000,000 | — | 10,941,058 | — | 720,000 | 32,312 | 12,693,370 | ||||||||||||||||||
|
2023
|
1,000,000 | — | — | — | 669,285 | 26,604 | 1,695,889 | |||||||||||||||||||
|
2022
|
1,000,000 | — | — | — | 440,670 | 33,155 | 1,473,825 | |||||||||||||||||||
|
Bret Richter
Chief Financial Officer
(4)
|
2024 | 750,000 | — | 5,031,003 | — | 540,000 | 32,312 | 6,353,315 | ||||||||||||||||||
|
2023
|
625,000 | — | 2,185,659 | — | 418,303 | 26,604 | 3,255,566 | |||||||||||||||||||
|
2022
|
625,000 | — | 3,127,039 | — | 275,419 | 33,155 | 4,060,613 | |||||||||||||||||||
|
Jeremy D. Rossen
Executive Vice President, General Counsel and Secretary
|
2024 | 500,000 | — | 1,526,014 | — | 234,000 | 32,312 | 2,292,326 | ||||||||||||||||||
|
2023
|
500,000 | — | 1,069,131 | — | 217,518 | 27,104 | 1,813,753 | |||||||||||||||||||
|
2022
|
475,000 | — | 1,032,364 | — | 132,201 | 33,134 | 1,672,699 | |||||||||||||||||||
|
Layth Taki, Former
Chief Accounting Officer
(5)
|
2024 | 259,115 | — | 1,036,532 | — | — | 6,900 | 1,302,547 | ||||||||||||||||||
|
2023
|
420,000 | — | 712,776 | — | 133,857 | 7,716 | 1,274,349 | |||||||||||||||||||
|
2022
|
— | — | — | — | — | — | — | |||||||||||||||||||
|
Lori Tansley
Chief Accounting Officer
(6)
|
2024 | 33,333 | — | 250,038 | — | — | 1,343 | 284,714 | ||||||||||||||||||
|
2023
|
— | — | — | — | — | — | — | |||||||||||||||||||
|
2022
|
— | — | — | — | — | — | — | |||||||||||||||||||
(1)
These amounts represent the grant date fair value under ASC 718 for RSUs granted and report a grant date value for the PSUs based upon a Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices over the performance period. There can be no assurance that the ASC 718 amount will ever be realized. Assumptions used in the calculation of these amounts for RSUs and PSUs granted are included in Note 14, “Share-Based Compensation” to the audited financial statements for the fiscal year ended December 31, 2024, included in Ziff Davis’ Annual Report on Form 10-K filed with the SEC on February 25, 2025. Assuming the achievement of all performance conditions, the value of the 2024, 2023, and 2022 PSUs at the grant date would be: $6,191,039 (2024) for Mr. Shah; $2,280,964 (2024), $1,150,040 (2023) and $877,136 (2022) for Mr. Richter; $863,501 (2024), $562,572 (2023) and $482,429 (2022) for Mr. Rossen; and $586,684 (2024) and $375,074 (2023) for Mr. Taki. Ms. Tansley began her employment in December 2024 and did not receive any performance awards in any of these years.Amounts reported in this column represent compensation earned in the year in which they were reported. Amounts reflect inclusion of ESG Bonus.
(2)
See “2024 All Other Compensation” table.
(3)
Mr. Richter began employment as Chief Financial Officer, and became a named executive officer, on January 3, 2022.
(4)
Mr. Taki was the Chief Accounting Officer in fiscal 2022 and became a named executive officer in fiscal 2023. Mr. Taki resigned in 2024. Compensation amounts are for the full year in 2023.
(5)
Ms. Tansley began employment as Chief Accounting Officer, and became a named executive officer, on December 2, 2024.
|
|
46
|
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__________________________________________
Executive Compensation
2024 Grants of Plan-Based Awards
|
Name
|
Grant Date
|
Estimated Future Payouts Under
Non-Equity Incentive
Plan Awards
|
Estimated Future Payouts Under Equity Incentive
Plan Awards
|
All Other
Stock Awards:
Number of Shares of Stock or Units
(#)
(3)
|
All Other Option Awards:
Number of
Securities Underlying
Options
(#)
|
Exercise or
Base Price
of Option
Awards
($ / Sh)
|
Grant Date Fair Value of Stock and Option Awards($)
(4)
|
||||||||||||||||||||||||||||
|
|
|
Threshold
(1)
($)
|
Target
($)
|
Maximum
($)
|
Threshold
(#)
|
Target
(#)
|
Maximum
(#)
|
|
|
|
|
||||||||||||||||||||||||
|
Vivek Shah
|
02/13/2024
(2)
|
–
|
1,000,000 | 2,000,000 |
–
|
–
|
–
|
–
|
–
|
–
|
–
|
||||||||||||||||||||||||
|
03/06/2024
|
–
|
–
|
–
|
35,512 | 71,023 | 142,046 |
–
|
–
|
–
|
6,191,039 | |||||||||||||||||||||||||
|
03/06/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
71,023 |
–
|
–
|
4,750,018 | |||||||||||||||||||||||||
|
Bret Richter
|
02/13/2024
(2)
|
–
|
750,000 | 1,500,000 |
–
|
–
|
–
|
–
|
–
|
–
|
–
|
||||||||||||||||||||||||
|
03/06/2024
|
–
|
–
|
–
|
13,084 | 26,167 | 52,334 |
–
|
–
|
–
|
2,280,964 | |||||||||||||||||||||||||
|
03/06/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
41,119 |
–
|
–
|
2,750,039 | |||||||||||||||||||||||||
|
Jeremy D. Rossen
|
02/13/2024
(2)
|
–
|
325,000 | 650,000 |
–
|
–
|
–
|
–
|
–
|
–
|
–
|
||||||||||||||||||||||||
|
03/06/2024
|
–
|
–
|
–
|
4,953 | 9,906 | 19,812 |
–
|
–
|
–
|
863,501 | |||||||||||||||||||||||||
|
03/06/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
9,906 |
–
|
–
|
662,513 | |||||||||||||||||||||||||
|
Layth Taki
|
02/13/2024
(2)
|
–
|
200,000 | 400,000 |
–
|
–
|
–
|
–
|
–
|
–
|
–
|
||||||||||||||||||||||||
|
03/06/2024
|
–
|
–
|
–
|
3,365 | 6,729 | 13,458 |
–
|
–
|
–
|
586,564 | |||||||||||||||||||||||||
|
03/06/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
6,728
|
–
|
–
|
449,969
|
|||||||||||||||||||||||||
|
Lori Tansley
|
12/02/2024
|
–
|
–
|
–
|
–
|
–
|
–
|
4,168 |
–
|
–
|
250,038 | ||||||||||||||||||||||||
(1)
The 2024 Executive Bonus Plan was funded because more than $264,235,128 of Adjusted Net Income (i.e., more than 85% of the 2024 Goal) was achieved, as more fully described in the “Compensation Discussion and Analysis – Incentive Cash Compensation” above. If 85% or less of the 2024 Goal were achieved, the bonus pool would not have been funded at all and the named executive officers would not have received any bonus under the 2024 Executive Bonus Plan.
(2)
These amounts were calculated based on each named executive officer’s contribution to the bonus pool under the 2024 Executive Bonus Plan.
(3)
With respect to Ms. Tansley's stock award and with respect to 14,953 shares of Mr. Richter's stock award, 100% of the awards are RSUs. Ms. Tansley’s award generally vests in three equal installments on each anniversary of the grant date and Mr. Richter’s award generally vests on the first anniversary of the grant date, in each case, provided that the recipient is still employed by Ziff Davis at the applicable vesting date. With respect to the remaining shares of Mr. Richter's stock award, and with respect to all other stock awards in the table, 50% of the grant consists of RSUs that vest in three equal installments on each anniversary of the grant date, with the first installment vesting on March 6, 2025, provided that the recipient is still employed by Ziff Davis at the applicable vesting date. The other 50% of the grant consists of PSUs that vest if Ziff Davis achieves certain levels of relative total shareholder returns (“TSR”). 15% of the granted PSUs are eligible to vest based on the results of a one-year performance period, 35% of the PSUs are eligible to vest based on the results of a two-year performance period, and the remaining 50% of the PSUs are eligible to vest based on the results of a three-year performance period.
(4)
The grant date fair value of each equity award was computed in accordance with FASB ASC Topic 718.
|
|
47
|
|||||||
__________________________________________
Executive Compensation
Outstanding Equity Awards at Fiscal Year-End 2024
The following table provides information on the holdings of equity awards by the named executive officers as of December 31, 2024.
|
|
Option Awards
|
Stock Awards
|
|||||||||||||||||||||||||||
|
Name
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
Number of
Securities
Underlying
Unexercised
Options
(#)
|
Equity
Incentive
Plan Awards:
Number of
Securities
Underlying
Unexercised
Unearned
Options
(#)
|
Option
Exercise
Price
($)
|
Option
Expiration Date
|
Number of
Shares or
Units of
Stock That
Have Not
Vested
(#)
|
Market
Value of
Shares or
Units of
Stock That
Have Not
Vested
(1)
($)
|
Equity Incentive
Plan Awards:
Number of
Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
(#)
|
Equity
Incentive Plan Awards:
Market or
Payout Value
of Unearned
Shares, Units
or Other
Rights That
Have Not
Vested
($)
|
||||||||||||||||||||
|
Exercisable
|
Unexercisable
|
||||||||||||||||||||||||||||
|
Vivek
Shah
|
326,351 | 108,784 |
–
|
68.97
|
1/1/2028
(2)
|
153.321
(3)
|
8,331,463 |
234,204
(7)
|
12,726,645
|
||||||||||||||||||||
|
Bret Richter
|
–
|
–
|
–
|
–
|
–
|
62,353
(4)
|
3,388,262 |
51,018
(8)
|
2,772,318 | ||||||||||||||||||||
|
Jeremy D.
Rossen
|
–
|
–
|
–
|
–
|
–
|
21,110
(5)
|
1,147,117 |
24,897
(9)
|
1,352,903 | ||||||||||||||||||||
|
Layth Taki
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
–
|
||||||||||||||||||||
|
Lori Tansley
|
–
|
–
|
–
|
–
|
–
|
4,168
(6)
|
226,489 |
–
|
–
|
||||||||||||||||||||
(1) The market value is determined by multiplying the number of shares by $54.34, the closing trading price of Ziff Davis common stock on the Nasdaq Global Select Market (“Nasdaq”) on December 31, 2024, the last trading day of the fiscal year.
(2) The options were granted on January 1, 2018. The option vests and becomes exercisable in eight equal annual installments. The first installment vested on January 1, 2019. The options become fully vested on January 1, 2026.
(3) Consists of the unvested restricted stock with respect to the following RSAs and RSUs: (a) 54,394 remaining RSAs granted on January 1, 2018 that vest ratably over eight years, initially vesting on January 1, 2019; (b) 27,904 remaining RSUs granted on November 21, 2021 that vest ratably over four years, initially vesting on November, 21, 2022; and (c) 71,023 remaining RSUs granted on March 6, 2024 that vest ratably over three years, initially vesting on March 6, 2025.
(4) Consists of the unvested restricted stock with respect to the following RSUs: (a) 10,148 remaining RSUs granted on January 1, 2022 that vest ratably over four years, initially vesting on January 1, 2023; (b) 11,086 remaining RSUs granted on March 8, 2023 that vest ratably over four years, initially vesting on March 8, 2024; (c) 14,953 remaining RSUs granted on March 6, 2024 that vest after one year, on March 6, 2025; and (d) 26,166 remaining RSUs granted on March 6, 2024 that vest ratably over three years, initially vesting on March 6, 2025.
(5) Consists of the unvested restricted stock with respect to the following RSUs: (a) 956 remaining RSUs granted on March 6, 2020 that vest ratably over five years, initially vesting on March 6, 2021; (b) 191 remaining RSUs granted on March 13, 2020 that vest ratably over five years, initially vesting on March 13, 2021; (c) 1,111 remaining RSUs granted on March 3, 2021 that vest ratably over four years, initially vesting on March 3, 2022; (d) 754 remaining RSUs granted on November 20, 2021 that vest ratably over four years, initially vesting on November 20, 2022; (e) 2,769 remaining RSUs granted on March 3, 2022 that vest ratably over four years, initially vesting on March 3, 2023; and (f) 5,423 remaining RSUs
|
|
48
|
|||||||
__________________________________________
Executive Compensation
granted on March 8, 2023 that vest ratably over four years, initially vesting on March 8, 2024; (g) 9,906 remaining RSUs granted on March 6, 2024 that vest ratably over three years, initially vesting on March 6, 2025.
(6) Consists of 4,168 remaining RSUs granted on December 2, 2024 that vest ratably over three years, initially vesting on December 2, 2025.
(7) Consists of the unvested restricted stock with respect to the following PSAs and PSUs: (a) 163,181 remaining PSAs granted on January 1, 2018 that vest based on specified stock price targets of the Company’s common stock; (b) 71,023 remaining PSUs that vest if Ziff Davis achieves certain levels of relative TSR over certain performance periods within three years from the date of grant.
(8) Consists of the unvested restricted stock with respect to the following PSUs: (a) 10,069 remaining PSUs granted on March 3, 2022 that vest based on specified stock price targets of the Company’s common stock; (b) 14,782 remaining PSUs granted on March 8, 2023 that vest based on specified stock price targets of the Company’s common stock; and (c) 26,167 remaining PSUs that vest if Ziff Davis achieves certain levels of relative TSR over certain performance periods within three years from the date of grant.
(9) Consists of the unvested restricted stock with respect to the following PSUs: (a) 2,222 remaining PSUs granted on March 3, 2021 that vest based on specified stock price targets of the Company’s common stock; (b) 5,538 remaining PSUs granted on March 3, 2022 that vest based on specified stock price targets of the Company’s common stock; (c) 7,231 remaining PSUs granted on March 8, 2023 that vest based on specified stock price targets of the Company’s common stock; and (d) 9,906 remaining PSUs that vest if Ziff Davis achieves certain levels of relative TSR over certain performance periods within three years from the date of grant.
|
|
49
|
|||||||
__________________________________________
Executive Compensation
Option Exercises and Stock Vested in 2024
The following table sets forth certain information with respect to stock options exercised and vested stock awards by Ziff Davis’ executive officers during the fiscal year ended December 31, 2024.
|
Name
|
Option Awards
|
Stock Awards
|
||||||||||||
|
Number of Shares
Acquired on Exercise
(#)
|
Value Realized
on Exercise
($)
|
Number of Shares
Acquired on Vesting
(#)
|
Value Realized
on Vesting
($)
|
|||||||||||
|
Vivek Shah
|
–
|
–
|
55,100 | 3,423,976 | ||||||||||
|
Bret Richter
|
–
|
–
|
8,769 | 587,637 | ||||||||||
|
Jeremy D. Rossen
|
–
|
–
|
7,192 | 477,888 | ||||||||||
|
Layth Taki
|
–
|
–
|
1,205 | 80,458 | ||||||||||
|
Lori Tansley
|
–
|
–
|
–
|
–
|
||||||||||
|
|
50
|
|||||||
__________________________________________
Executive Compensation
2024 All Other Compensation
The following table and related footnotes describe each component of the column entitled “All Other Compensation” in the Summary Compensation Table.
|
Name
|
Year
|
Insurance
Premiums ($) |
Company
Contributions to Retirement and 401(k) Plans ($) |
Total
($)
|
||||||||||
|
Vivek Shah
|
2024 |
25,412
(1)
|
6,900 | 32,312 | ||||||||||
|
Bret Richter
|
2024
|
25,412
(2)
|
6,900 | 32,312 | ||||||||||
|
Jeremy D. Rossen
|
2024 |
25,412
(3)
|
6,900 | 32,312 | ||||||||||
|
Layth Taki
|
2024
|
–
(4)
|
6,900 | 6,900 | ||||||||||
| Lori Tansley |
2024
|
1,343
(5)
|
–
|
1,343 | ||||||||||
(1) Consists of $24,702 in medical, dental and vision insurance premium contributions, $200 in short term and long term disability insurance premium contributions, $60 in AD&D insurance premium contributions, and $450 in life insurance premium contributions for $500,000 in life insurance benefits. All values rounded to nearest dollar and totals reflect such rounding.
(2) Consists of $24,702 in medical, dental, and vision insurance premium contributions, $200 in short term and long term disability insurance premium contributions, $60
in AD&D insurance premium contributions, and $450 in life insurance premium contributions for $500,000 in life insurance benefits. All values rounded to nearest dollar and totals reflect such rounding.
(3) Consists of $24,702 in medical, dental and vision insurance premium contributions, $200in short term and long term disability insurance premium contributions, $60
in AD&D insurance premium contributions, and $450 in life insurance premium contributions for $
500,000
in life insurance benefits. All values rounded to nearest dollar and totals reflect such rounding.
(4) There were no contributions to premiums for medical, dental, vision, short term disability, long term disability, AD&D or life insurance for Mr. Taki in 2024.
(5) Consists of $1,292 in medical, dental and vision insurance premium contributions, $17 in short term and long term disability insurance premium contributions, $4 in AD&D insurance premium contributions, and $30 in life insurance premium contributions for $401,000 in life insurance benefits. All values rounded to nearest dollar and totals reflect such rounding.
|
|
51
|
|||||||
__________________________________________
Executive Compensation
Potential Payments Upon Termination or Change in Control
Our named executive officers are eligible to receive benefits in the event they (1) experience a qualifying termination following a change in control, (2) experience a qualifying termination not in connection with a change in control, (3) upon their retirement, or (4) upon their disability or death. The amount of benefits will vary based on the reason for the termination.
The following narrative disclosure and table present calculations as of December 31, 2024 of the estimated benefits our named executive officers would receive upon certain terminations. Although the calculations are intended to provide reasonable estimates of the potential benefits, they are based on numerous assumptions and may not represent the actual amount an executive would receive if an eligible termination event were to occur.
Ziff Davis has provided change of control and severance arrangements to certain of its executive officers, as summarized above in the section “Components of Our Executive Compensation Program—Change in Control and Severance Arrangements.”
| Named Executive Officer |
Termination Without Cause or for Good Reason (“Qualifying Termination”)
($) |
Qualifying Termination in Connection with a Change in Control
($) |
Retirement
($) |
Death or Disability
($) |
||||||||||
| Vivek Shah | ||||||||||||||
|
Cash Severance
(1)
|
4,000,000 | 6,000,000 | — | — | ||||||||||
|
Pro-Rated Bonus
(2)
|
1,000,000 | 1,000,000 | — | 1,000,000 | ||||||||||
|
Medical Benefits
(3)
|
38,118 | 38,118 | — | — | ||||||||||
|
Equity Vesting
(4)
|
4,596,183 | 11,866,117 | 2,955,770 | 8,331,463 | ||||||||||
| Total | 9,634,301 | 18,904,235 | 2,955,770 | 9,331,463 | ||||||||||
| Bret Richter | ||||||||||||||
|
Cash Severance
(1)
|
1,500,000 | 3,000,000 | — | — | ||||||||||
|
Pro-Rated Bonus
(2)
|
750,000 | 750,000 | — | 750,000 | ||||||||||
|
Medical Benefits
(3)
|
25,412 | 25,412 | — | — | ||||||||||
|
Equity Vesting
(4)
|
1,879,268 | 4,951,950 | — | 3,888,262 | ||||||||||
| Total | 4,154,680 | 8,727,362 | — | 4,138,262 | ||||||||||
| Jeremy D. Rossen | ||||||||||||||
|
Cash Severance
(1)
|
825,000 | 1,650,000 | — | — | ||||||||||
|
Pro-Rated Bonus
(2)
|
325,000 | 325,000 | — | 325,000 | ||||||||||
|
Medical Benefits
(3)
|
25,412 | 25,412 | — | — | ||||||||||
|
Equity Vesting
(4)
|
560,488 | 2,042,423 | — | 1,147,117 | ||||||||||
| Total | 1,735,900 | 4,042,835 | — | 1,472,117 | ||||||||||
| Lori Tansley | ||||||||||||||
|
Cash Severance
(1)
|
400,000 | 800,000 | — | — | ||||||||||
|
Pro-Rated Bonus
(2)
|
— | — | — | — | ||||||||||
|
Medical Benefits
(3)
|
1,343 | 1,343 | — | — | ||||||||||
|
Equity Vesting
(4)
|
75,478 | 226,489 | — | 226,489 | ||||||||||
| Total | 476,821 | 1,027,832 | — | 226,489 | ||||||||||
|
Layth Taki
(5)
|
||||||||||||||
| Total | — | — | — | — | ||||||||||
(1) If the named executive officer’s employment is terminated by Ziff Davis without “cause” or by the executive for “good reason” (as each term is defined in the executive’s employment agreement) (a “Qualifying Termination”), the executive is entitled to two times (in the case of Mr. Shah) or one times (in the case of Messrs. Richter and Rossen and Ms. Tansley) the sum of the executive’s then current (x) base salary, and (y) target annual bonus, payable in equal installments over a period of 12 months. If a Qualifying Termination occurs (a) within three
|
|
52
|
|||||||
__________________________________________
Executive Compensation
months prior to and is in connection with a “change in control” or within two years following a “change in control” (a “Qualifying CIC Termination”), three times (in the case of Mr. Shah) or two times (in the case of Messrs. Richter and Rossen and Ms. Tansley) the executive’s then current: (x) base salary, and (y) target annual bonus, payable in a lump sum no later than 60 days after the termination date.
(2) Represents 100% of the annual bonus target, however, potential payment would reflect a pro-rated bonus for the year of termination based on actual performance, which will be in a lump sum when bonuses are paid to the Company’s other executive officers.
(3) Represents the amounts payable in respect of medical benefits to each named executive officer upon a Qualifying Termination for 18 months (in the case of Mr. Shah) or 12 months (in the case of Messrs. Richter and Rossen and Ms. Tansley) (provided that in the event of Qualifying CIC Termination, such benefits will be provided for 18 months to all named executive officers) following the termination date.
(4) Equity vesting amounts in this table are calculated by multiplying the number of shares vesting by $54.34, which is the closing price of Ziff Davis common stock on the Nasdaq on December 31, 2024. With respect to Qualifying Termination, (i) the amounts represent the value that Messrs. Richter and Rossen and Ms. Tansley would have realized as of December 31, 2024 from the acceleration of certain unvested RSUs and RSAs, and (ii) Messrs. Richter and Rossen and Ms. Tansley's unvested PSUs granted prior to 2024 would remain eligible to vest for a period of twelve months from the termination date, while unvested PSUs granted in 2024 would vest with respect to the applicable achievement rate of the first performance period for such PSUs.
With respect to a Qualifying Termination in Connection with a Change in Control, (i) the amount for Mr. Shah represents the value that Mr. Shah would have realized as of December 31, 2024 from the acceleration of unvested RSAs and RSUs, as well as the vesting of his next tranche of PSAs in respect of the Shah Equity Award, and (ii) the amounts for Messrs. Richter and Rossen and Ms. Tansley represent the value that they would have realized as of December 31, 2024 from the accelerated vesting of certain unvested PSUs and RSUs in accordance with the terms of the applicable grant agreements.
With respect to Retirement, the amounts represent the value that Mr. Shah would have realized as of December 31, 2024 from the accelerated vesting of certain unvested RSAs.
With respect to death or disability, the amounts represent the value that Messrs. Shah, Richter and Rossen and Ms. Tansley would have realized as of December 31, 2024 from the acceleration of unvested RSUs and RSAs. Any unvested PSUs and PSAs held by Messrs. Shah, Richter and Rossen and Ms. Tansley would remain eligible to vest for a period of thirty-six months following the date of termination.
The values provided for Mr. Shah does not include acceleration of unvested stock options, as Mr. Shah’s stock options were out-of-the-money as of December 31, 2024.
(5) Mr. Taki’s employment with Ziff Davis terminated as of August 16, 2024, and Mr. Taki did not receive any separation benefits as a result of his resignation.
|
|
53
|
|||||||
__________________________________________
Executive Compensation
Pay Versus Performance
As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information about the relationship between executive compensation actually paid (as defined by SEC rules) and certain financial performance of the Company.
| Year |
Summary Compensation Table Total to CEO
($)(1)
|
Compensation Actually Paid to CEO
($)(2)
|
Average Summary Compensation Table Total for Non-CEO NEOs
($)(1)
|
Average Compensation Actually Paid to Non-CEO NEOs
($)(2)
|
Value of Initial Fixed $100 Investment Based On
|
Net Income
($, thousands) (5)
|
Adjusted Net Income
($, thousands)(5)
|
|||||||||||||||||||
|
Company TSR
($)(3)
|
Peer Group
(4)
TSR
($)
|
|||||||||||||||||||||||||
|
(a)
|
(b)
|
(c)
|
(d)
|
(e)
|
(f)
|
(g)
|
(h)
|
(i)
|
||||||||||||||||||
| 2024 |
|
|
|
|
|
|
|
|
||||||||||||||||||
| 2023 |
|
(
|
|
|
|
|
|
|
||||||||||||||||||
|
2022
|
|
(
|
|
|
|
|
|
|
||||||||||||||||||
|
2021
|
|
|
|
|
|
|
|
|
||||||||||||||||||
|
2020
|
|
|
|
|
|
|
|
|
||||||||||||||||||
(1) The chief executive officer (CEO) and non-CEO named executive officers (NEOs) reflected in the above table reflect the following:
|
Year
|
CEO
|
Non-CEO NEOs
|
||||||
| 2024 |
|
Bret Richter, Jeremy D. Rossen, Layth Taki, Lori Tansley | ||||||
|
2023
|
|
Bret Richter, Jeremy D. Rossen, Layth Taki | ||||||
|
2022
|
|
Steve Dunn, Bret Richter, Jeremy D. Rossen | ||||||
|
2021
|
|
Steve Dunn, Jeremy D. Rossen, Scott Turicchi | ||||||
|
2020
|
|
Steve Dunn, Jeremy D. Rossen, Scott Turicchi | ||||||
|
|
54
|
|||||||
__________________________________________
Executive Compensation
| 2024 | 2023 | 2022 | 2021 | 2020 | ||||||||||||||||||||||||||||
|
CEO
($)
|
Average Non-CEO NEOs
($)
|
CEO
($)
|
Average Non-CEO NEOs
($)
|
CEO
($)
|
Average Non-CEO NEOs
($)
|
CEO
($)
|
Average Non-CEO NEOs
($)
|
CEO
($)
|
Average Non-CEO NEOs
($)
|
|||||||||||||||||||||||
| Summary Compensation Table |
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
- Stock and Option Awards
(a)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
+ Year End Fair Value of Equity Awards Granted in the Applicable Year
(b)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
+ Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End
(b)
|
(
|
(
|
(
|
(
|
(
|
(
|
|
|
|
|
||||||||||||||||||||||
|
+ Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year
(b)
|
(
|
(
|
(
|
(
|
(
|
(
|
|
|
(
|
(
|
||||||||||||||||||||||
|
- Any Awards Granted in Any Prior FY that Fail to Meet the Applicable Vesting Conditions During the Covered FY, the Amount Equal to the Fair Value at the End of the Prior FY
(b)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
+ Awards Granted and Vested in Current Year, Valued as of Vest Date
(b)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
|
+ Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation
(b)
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||||||
| Compensation Actually Paid |
|
|
(
|
|
(
|
|
|
|
|
|
||||||||||||||||||||||
(a) Represents the aggregate grant date fair value of all equity awards reported in the Stock Awards and Stock Option Awards columns in the Summary Compensation Table for the applicable year.
(b) Represents the sum of the fair value of all equity awards granted during the covered fiscal year, measured at the end of the year plus the change in fair value of unvested awards granted in prior fiscal years, measured at the end of the covered fiscal year (or, for awards that vested in the covered fiscal year, as of the vesting date), less the fair value of awards that were forfeited during the covered fiscal year, measured as of the prior fiscal year-end, plus any dividends or earnings paid on equity awards prior to vesting that are not otherwise captured. The valuation methodology used to calculate fair values are consistent with those used at the time of grant.
(3) On October 7, 2021, Ziff Davis completed the separation of Consensus (Nasdaq: CCSI). A shareholder of the Company who acquired one share of Ziff Davis common stock at the start of the measurement period (December 31, 2017) and reinvested all cash dividends into Ziff Davis common stock at then-current prices from the start of the measurement period to the time of the separation would have owned 1.376 shares of Ziff Davis common stock at the time of the separation of Consensus. At the time of the separation of Consensus, Ziff Davis
|
|
55
|
|||||||
__________________________________________
Executive Compensation
common shareholders received a dividend of one CCSI share for every three shares of Ziff Davis common stock. Therefore, the value of this dividend for each Ziff Davis common shareholder was $18.68 per share based on the October 7, 2021 Consensus share price of $56.04 ($56.04 / 3 = $18.68). For purposes of calculating the Ziff Davis total return, we assume that the value of the Consensus shares issued to the Ziff Davis shareholder at the time of the separation (1.376 shares x $18.68 = $25.70) was reinvested into Ziff Davis common stock at the ex-dividend price of Ziff Davis common stock ($124.21), resulting in ownership of an additional 0.21 shares of Ziff Davis common stock.
(4) Peer Group TSR reflects the Company’s peer group (Russell 2000) as reflected in our Annual Report on the Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended December 31, 2024. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 2019.
(5)
Adjusted Net Income
at target used for the determination of the Executive Bonus Plan (“Target Adjusted Net Income”) is a non-GAAP financial measure and is defined as net income, adjusted for certain interest costs, gain (loss) on debt extinguishment, net gain (loss) on sale of a business, gain (loss) on investments, net income (loss) from equity method investments, amortization of patents and intangible assets that we acquired, share-based compensation expense, acquisition, integration, and other costs, disposal related costs associated with the disposition of certain businesses, lease asset impairments and other charges, and goodwill impairment. Further, Target Adjusted Net Income includes income (loss) from continuing operations and income (loss) from discontinued operations. As noted in footnote 3, the Company spun off its cloud fax business, Consensus, in 2021. The spin-off was accounted for as a discontinued operation. The results of the cloud fax business are included in these figures for periods presented through the spin-off date on October 7, 2021.
|
|
56
|
|||||||
__________________________________________
Executive Compensation
Pay Versus Performance Descriptive Disclosure
We chose Adjusted Net Income as our Company Selected Measure for evaluating Pay Versus Performance because our CEO and non-CEO NEO bonus compensation is directly tied to Adjusted Net Income, and Adjusted Net Income is an important measure in determining Compensation Actually Paid.
|
|
57
|
|||||||
__________________________________________
Executive Compensation
Required Tabular Disclosure of Most Important Measures to Determine FY2024 CAP
The items listed below represent the most important metrics we used to determine “Compensation Actually Paid” for the Fiscal Year ended 2024. The performance measures included in this table are not ranked by relative importance.
| Most Important Performance Measures | Adjusted Net Income | ||||
|
PSU relative TSR achievement
|
|||||
|
PSU stock price target achievement
|
|||||
The most important
performance measures that impact our CEO’s and NEOs’ 2024 compensation are (1) Adjusted Net Income, (2) PSU relative TSR achievement, and (3) PSU stock price targets. Adjusted net income is defined as set forth in footnote 5 of the Pay Versus Performance table above. PSUs granted to our CEO and NEOs in or after 2024 vest if we achieve certain levels of relative TSR over a three-year performance period. Vesting is based on meeting relative TSR threshold levels of performance at the end of the three-year performance period; if the threshold is not met, the PSU is forfeited. However, during the initial two-year transition period beginning in 2024, the vesting of certain of the PSUs will be based on meeting relative TSR levels over less than a three-year performance period to ensure our named executive officers do not see a significant gap in annual compensation as we move from one-year targeted vesting to the three-year relative TSR program. PSUs granted to our CEO and NEOs prior to 2024 vest if Ziff Davis common stock remains at or above set stock price targets for at least 20 trading days in any 30 consecutive trading day period before the restrictions on the PSUs lap
se.
|
|
58
|
|||||||
__________________________________________
Executive Compensation
Pay Ratio Disclosure
The Company’s Principal Executive Officer is Mr. Shah (the “CEO”). Set forth below is our median employee’s annual total compensation (excluding Mr. Shah’s), Mr. Shah’s annual total compensation and the ratio of these amounts:
Median employee annual total compensation (excluding our CEO): $81,093
Mr. Shah, our CEO, annual total compensation: $12,693,370
Ratio of CEO to median employee compensation: 156.5:1
Background
As of December 31, 2024, the Company had 3,778 employees. In determining the median employee, the Company prepared a listing of all employees as of December 31, 2024 on an anonymous basis and included all income that was reportable to the applicable taxing authority in the jurisdiction in which each such employee was employed. For example, in the United States, the Company used each employee’s income reflected on Form W-2. The Company annualized the compensation of its permanent employees who were employed for less than the full year. We selected the median amount from this list.
The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.
|
|
59
|
|||||||
__________________________________________
Executive Compensation
Compensation Risk, Clawback Policy, and Interlocks
Compensation Risk
The Compensation Committee has reviewed the Company’s compensation policies and practices for all employees, including executive and non-executive officers, and determined that Ziff Davis’ compensation programs do not give rise to risks reasonably likely to have a material adverse effect on the Company. The Compensation Committee noted several design features of Ziff Davis’ cash and equity incentive programs for all executive officers in particular that reduce the likelihood of excessive risk-taking and instead encourage behaviors that support sustainable value creation:
●
The program design provides a balanced mix of cash and equity, annual and long-term incentives, and performance metrics (earnings and relative total stockholder return);
●
There is a significant weighting towards long-term incentive compensation that discourages short-term risk taking;
●
Goals are appropriately set to avoid targets that, if not achieved, result in a large percentage loss of compensation; and
●
The maximum funding level of the 2024 Executive Bonus Program was capped at 185% of target for 2024.
Clawback Policy
Consistent with the requirements of the Securities and Exchange Commission and Nasdaq listing standards, we maintain a clawback policy that requires us to seek recovery of erroneously awarded incentive-based compensation received by our executive officers during any three-fiscal-year period prior to the date the Company is required to prepare an accounting restatement due to material noncompliance with any financial reporting requirement under the securities laws, including any required accounting restatement that results from the correction of an error that is material to the previously issued financial statement(s), or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. In the event of a financial restatement, any executive officer of the Company would forfeit the amount of any incentive-based compensation paid during the three years preceding the date of the restatement that the Board of Directors, or the Compensation Committee if the Board of Directors delegates its administrative authority to the Compensation Committee, determines exceeds the amount the employee would have received had the revised financial statement(s) been used to determine the compensation. Our clawback policy is filed as an exhibit to our Annual Report on Form 10-K for the fiscal year ended December 31, 2024.
Compensation Committee Interlocks and Insider Participation
Ms. Fay and Messrs. Kretzmer, McDonald, Ray, and Taylor served on the Compensation Committee during 2024. Ziff Davis has no interlocking relationships or other transactions involving any of its Compensation Committee members that are required to be reported pursuant to applicable SEC rules. No member of the Compensation Committee has ever been an officer or employee of Ziff Davis.
|
|
60
|
|||||||
__________________________________________
Executive Compensation
Equity Compensation Plan Information
The following table provides information as of December 31, 2024, regarding shares outstanding and available for issuance under Ziff Davis’ existing stock-based plans:
|
Plan Category
|
Number of Securities
to be Issued Upon
Exercise of
Outstanding Options,
Warrants and Rights
(1)
(Column A)
|
Weighted-Average
Exercise Price of
Outstanding
Options, Warrants
and Rights
(Column B)
|
Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans
(1)
(Excluding Securities Reflected in Column A)
(Column C))
|
||||||||
|
Equity compensation plans approved by security holders
|
435,135
(2)
|
$68.97
|
4,437,035
(3)
|
||||||||
|
Equity compensation plans not approved by security holders
|
—
|
—
|
—
|
||||||||
(1)
The number of shares has been adjusted to reflect the Consensus Spin-Off.
(2)
Consists of shares to be issued upon the exercise of stock options outstanding under the 2015 Stock Plan.
(3)
Consists of 3,617,530 shares available for grant under the 2024 Stock Plan and 819,505 shares available for purchase under the 2001 Employee Stock Purchase Plan.
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61
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Executive Compensation
AUDIT-RELATED MATTERS
Audit Committee Report
Ziff Davis’ management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements, and for the public reporting process. KPMG LLP (“KPMG”), Ziff Davis’ independent auditor for 2024, was responsible for expressing opinions on the conformity of Ziff Davis’ 2024 audited financial statements with generally accepted accounting principles and on the effectiveness of Ziff Davis’ internal control over financial reporting as of December 31, 2024. The Audit Committee reviewed Ziff Davis’ financial reporting process on behalf of the Board of Directors. As part of this review for fiscal 2024, the Audit Committee met privately with KPMG and Ziff Davis’ internal auditors to discuss the Company’s financial statements and disclosures, accounting policies and their application, internal controls over financial reporting, and other matters of importance to the Audit Committee, KPMG, or the internal auditors.
In this context, the Audit Committee reviewed and discussed with management and KPMG the audited financial statements for the year ended December 31, 2024, Ziff Davis’ internal control over financial reporting, and KPMG’s evaluation of Ziff Davis’ internal control over financial reporting. The Audit Committee discussed with KPMG the applicable matters required to be discussed by the Public Company Accounting Oversight Board and the SEC. The Audit Committee received the written disclosures and the letter from KPMG required by applicable requirements of the Public Company Accounting Oversight Board regarding KPMG’s communications with the Audit Committee concerning independence, and discussed with KPMG that firm’s independence. The Audit Committee concluded that KPMG’s provision of audit and non-audit services to Ziff Davis and its affiliates through December 31, 2024, did not impair KPMG’s independence.
Based on the considerations referred to above, the Audit Committee recommended to Ziff Davis’ Board of Directors that the audited financial statements for the fiscal year ended December 31, 2024, be included in Ziff Davis’ Annual Report on Form 10-K for 2024.
Submitted by the Audit Committee of
Ziff Davis’ Board of Directors,
Ziff Davis’ Board of Directors,
Jana Barsten, Chair
Trace Harris
William Brian Kretzmer
Scott C. Taylor
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62
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__________________________________________
Audit-Related Matters
Information About Our Auditors
Audit Fees
The fees billed to Ziff Davis by KPMG for services rendered relating to fiscal 2024 and 2023 are set forth below. In March 2023, the audit committee selected KPMG as our independent registered public accounting firm, effective March 2023, replacing BDO USA, P.C. (“BDO”) (formerly known as BDO USA, LLP).
|
|
2024
|
2023 | ||||||
|
|
($, thousands)
|
($, thousands)
|
||||||
|
Audit Fees
(1)
|
3,594 | 2,629 | ||||||
|
Audit-Related Fees
(2)
|
— | 25 | ||||||
|
Tax Fees
(3)
|
1,031 | 1,238 | ||||||
|
All Other Fees
(4)
|
2 | 9 | ||||||
|
Total
|
4,627 | 3,901 | ||||||
(1) Audit Fees included amounts billed or to be billed for professional services rendered for the audit of annual consolidated financial statements, the review of financial statements included in quarterly reports, and the audits of internal control over financial reporting, statutory and subsidiary audits, the review of documents filed with the SEC and certain accounting consultations in connection with the audits.
(2) Audit-Related Fees included amounts billed for assurance and related services, including but not limited to due diligence related to mergers and acquisitions, accounting consultations, and audits in connection with acquisitions, internal control reviews, attest services related to financial reporting that are not required by statute or regulation, consultation concerning financial accounting and reporting standards, or forensic insurance and recovery services.
(3) Tax Fees consisted principally of professional services rendered for tax compliance and tax planning and advice including assistance with tax audits and appeals and tax advice related to mergers and acquisitions.
(4) All Other Fees included amounts billed for all other fees not related to the categories above including corporate finance assistance and advisory services.
Pre-Approval Procedure for Services
The Audit Committee has sole authority to engage and determine the compensation of our independent registered public accounting firm. The Audit Committee also is directly responsible for evaluating the performance of our independent registered public accounting firm, reviewing and evaluating the lead partner of the independent registered public accounting firm and overseeing the work of the independent registered public accounting firm. The Audit Committee pre-approves all audit and non-audit services. Requests for the independent registered public accounting firm to provide any services to Ziff Davis must be submitted to the Audit Committee by both the independent
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Audit-Related Matters
registered public accounting firm and the Chief Financial Officer and must be pre-approved. The Audit Committee may delegate pre-approval authority to one or more of its members.
Changes in Independent Registered Public Accounting Firms
On March 8, 2023, the Audit Committee approved the dismissal of BDO as the Company’s independent registered public accounting firm, effective immediately.
The reports of BDO on the Company’s consolidated financial statements as of and for the years ended December 31, 2022 and 2021, did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. The audit report of BDO on the effectiveness of the Company’s internal control over financial reporting as of December 31, 2021 contained an adverse opinion on our internal control over financial reporting due to material weakness regarding management’s failure to design and maintain controls over the Consensus Cloud Solutions, Inc. spin-off in October 2021 (the "Consensus Spin-Off"). Management concluded that the material weakness was remediated during the fourth quarter of 2022, and the audit report of BDO on the effectiveness of our internal control over financial reporting as of December 31, 2022 did not contain any adverse opinion or disclaimer of opinion.
During the years ended December 31, 2022 and 2021, and the subsequent period through March 8, 2023, there were no disagreements within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions between the Company and BDO on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of BDO, would have caused them to make reference thereto in their reports on the financial statements, and no reportable events occurred as set forth in Item 304(a)(1)(v) of Regulation S-K, except for the material weakness in the Company’s internal control over financial reporting previously reported in Part II, Item 9A “Controls and Procedures” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2021 and described above.
Also on March 8, 2023, the Audit Committee approved the appointment of KPMG as the Company’s new independent registered public accounting firm, effective March 13, 2023. During the two most recent fiscal years prior to March 13, 2023 and in the subsequent interim period through March 13, 2023, neither the Company nor anyone on its behalf has consulted with KPMG regarding: (i) the application of accounting principles to a specific transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that KPMG concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing, or financial reporting issue; (ii) any matter that was the subject of a disagreement within the meaning of Item 304(a)(1)(iv) of Regulation S-K and the related instructions; or (iii) any reportable event within the meaning of Item 304(a)(1)(v) of Regulation S-K.
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64
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SECURITY OWNERSHIP
Information Regarding Beneficial Ownership of Principal Stockholders
The following table contains information regarding shareholders that reported to the SEC that they beneficially own more than five percent of Ziff Davis’ outstanding shares of common stock. The percentage of ownership is calculated using the number of outstanding shares on March 14, 2025.
|
Name
|
Number of Shares Beneficially Owned
(1)
|
Approximate Percentage
|
||||||
|
ArrowMark Colorado Holdings, LLC
100 Fillmore Street, Suite 325 Denver, Colorado 80206 |
3,293,669
(2)
|
7.67% | ||||||
|
BlackRock, Inc.
55 East 52nd Street New York, NY 10022 |
7,222,016
(3)
|
16.83% | ||||||
|
Dimensional Fund Advisors LP
6300 Bee Cave Road, Building One Austin, TX 78746 |
2,293,801
(4)
|
5.34% | ||||||
|
Janus Henderson Group plc
201 Bishopsgate London, EC2M 3AE United Kingdom |
3,487,495
(5)
|
8.13% | ||||||
|
Legal & General Group Plc
One Coleman Street London, EC2R 5AA United Kingdom |
2,425,947
(6)
|
5.65% | ||||||
|
The Vanguard Group, Inc.
100 Vanguard Blvd. Malvern, PA 19355 |
5,149,357
(7)
|
12.00% | ||||||
(1)
As of March 14, 2025, 42,916,866 shares of Ziff Davis common stock were outstanding.
(2)
Based solely on information set forth in the stockholder’s Schedule 13G filed with the SEC on February 14, 2024. According to the Schedule 13G/A, ArrowMark Colorado Holdings, LLC has sole voting and dispositive power over 3,293,669 shares.
(3)
Based solely on information set forth in the stockholder’s Schedule 13G/A filed with the SEC on November 8, 2024. The BlackRock Group, Inc. (“BlackRock”) made this filing on behalf of itself and various BlackRock-related entities. According to the Schedule 13G/A, BlackRock has shared voting power over 7,106,996 shares and sole dispositive power over 7,222,016 shares.
(4)
Based solely on information set forth in the stockholder’s Schedule 13G filed with the SEC on October 31, 2024. Dimensional Fund Advisors LP (“Dimensional”) made this filing on behalf of itself and various Dimensional-related entities. According to the Schedule 13G, Dimensional has sole voting power over 2,206,417 shares and sole dispositive power over 2,293,801 shares.
(5)
Based solely on information set forth in the stockholder’s Schedule 13G/A filed with the SEC on February 14, 2025. Janus Henderson Group plc (“Janus”) made this filing on behalf of
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|
65
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__________________________________________
Security Ownership
itself and various Janus-related entities. According to the Schedule 13G/A, Janus has shared voting and dispositive power over 3,487,495 shares.
(6)
Based solely on information set forth in the stockholder’s Schedule 13G/A filed with the SEC on February 13, 2025, this filing was made by Legal & General Group Plc, Legal & General Investment Management Ltd, LGIM Managers (Europe) Limited, Legal & General UCITS ETF Plc, and Legal & General Investment Management America Inc. According to the Schedule 13G/A, these entities respectively share voting/dispositive power over 2,425,947 shares, 2,350,233 shares, 2,312,116 shares, 2,306,455 shares and 75,714 shares.
(7)
Based solely on information set forth in the stockholder’s Schedule 13G/A filed with the SEC on November 12, 2024. According to the Schedule 13G/A, The Vanguard Group, Inc. has shared voting power over 49,522 shares, sole dispositive power over 5,047,949 shares and shared dispositive power over 101,408 shares.
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|
66
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__________________________________________
Security Ownership
Information Regarding Beneficial Ownership of Management
The table below sets forth certain information that has been provided to Ziff Davis with respect to beneficial ownership of shares of Ziff Davis common stock as of March 14, 2025 by: (i) each director and nominee for director of Ziff Davis, (ii) each of the named executive officers of Ziff Davis and (iii) all directors and executive officers of Ziff Davis as a group.
(1)
Each of the persons or group of persons in the table below has sole voting power and sole dispositive power as to all of the shares of our common stock shown as beneficially owned by them, except as otherwise indicated.
|
|
Number of Shares Beneficially Owned
(2)
|
Approximate Percentage
|
||||||
|
Vivek Shah
|
787,772 | 1.84% | ||||||
|
Sarah Fay
|
22,265
(3)
|
* | ||||||
| Jana Barsten |
7,957
(4)
|
* | ||||||
|
Trace Harris
|
12,843
(5)
|
* | ||||||
|
William Brian Kretzmer
|
16,578
(6)
|
* | ||||||
|
Kirk McDonald
|
6,640
(7)
|
* | ||||||
| Neville Ray |
6,666
(8)
|
* | ||||||
|
Scott C. Taylor
|
14,258
(9)
|
* | ||||||
|
Bret Richter
|
33,560 | * | ||||||
|
Jeremy D. Rossen
|
18,170 | * | ||||||
|
Lori Tansley
|
— | * | ||||||
|
All directors and executive officers
as a group (11 persons)
|
926,711 | 2.16% | ||||||
* Less than 1%
(1) The address for all executive officers, directors and director nominees is c/o Ziff Davis, Inc., 360 Park Avenue South, 17th Floor, New York, New York 10010.
(2) As of March 14, 2025, 42,916,866 shares of Ziff Davis common stock were outstanding. The number of shares beneficially owned by each individual is determined under SEC rules, and the information is not necessarily indicative of beneficial ownership for any other purpose. Under such rules, beneficial ownership includes any shares as to which the individual has sole or shared voting or investment power and also any shares that the individual has the right to acquire within 60 days of March 14, 2025 through the exercise of any stock options, through the vesting/settlement of RSAs, RSUs payable in shares, or upon the exercise of other rights, but such shares are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person.
(3) Consists of 18,655 shares of Ziff Davis common stock and 3,610 shares issuable in connection with RSUs that will vest within 60 days of the record date for the Annual Meeting.
(4) Consists of 4,347 shares issuable in connection with RSUs that will vest within 60 days of the record date for the Annual Meeting.
(5) Consists of 9,233 shares of Ziff Davis common stock and 3,610 shares issuable in connection with RSUs that will vest within 60 days of the record date for the Annual Meeting.
(6) Consists of 12,968 shares of Ziff Davis common stock and 3,610 shares issuable in connection with RSUs that will vest within 60 days of the record date for the Annual Meeting.
(7) Consists of 3,030 shares of Ziff Davis common stock and 3,610 shares issuable in connection with RSUs that will vest within 60 days of the record date for the Annual Meeting.
|
|
67
|
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__________________________________________
Security Ownership
(8) Consists of 3,056 shares of Ziff Davis common stock and 3,610 shares issuable in connection with RSUs that will vest within 60 days of the record date for the Annual Meeting.
(9) Consists of 10,648 shares of Ziff Davis common stock and 3,610 shares issuable in connection with RSUs that will vest within 60 days of the record date for the Annual Meeting.
Ziff Davis is not aware of any arrangements, including any pledge by any person of Ziff Davis’ securities, the operation of which may, at a subsequent date, result in a change in control of Ziff Davis. Ziff Davis is not aware of any material proceedings to which any director, officer, or affiliate of Ziff Davis, any owner of record or beneficially of more than five percent of Ziff Davis’ common stock or any associate of any such director, officer, affiliate, or stockholder is a party adverse to Ziff Davis or any of its subsidiaries or has a material interest adverse to Ziff Davis or any of its subsidiaries.
|
|
68
|
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RELATED-PARTY TRANSACTIONS
The Ziff Davis Board of Directors has adopted a written policy governing the approval of Related-Party Transactions (the “RPT Policy”). “Related-Party Transactions” include any transaction or relationship directly or indirectly involving a director or director nominee, executive officer, a 5% stockholder of the Company, or any person known by the Company to be an immediate family member of any of the foregoing individuals that would need to be disclosed under Item 404(a) of Regulation S-K. Such transactions do not include, however, indemnification payments, ordinary course business expenses, or reimbursements or compensation paid to directors and executive officers for their services as directors and executive officers.
The RPT Policy prohibits all Related-Party Transactions unless they are approved or ratified by the ESG Committee. If a transaction or relationship constitutes a Related-Party Transaction, the ESG Committee will then review the transaction or relationship to determine whether to approve or ratify the transaction. In making its determination, the ESG Committee considers several factors including, but not limited to:
●
Whether the terms of the Related-Party Transaction are fair to Ziff Davis and on the same basis as would apply if the transaction did not involve a related party;
●
Whether Ziff Davis has business reasons to enter into the transaction or relationship;
●
Whether the transaction or relationship will impair the independence of an outside director;
●
The materiality of the transaction or relationship, taking into account the importance of the interest to the related party, the dollar amount involved, and the significance of the transaction to Ziff Davis and its investors in light of all the circumstances;
●
Whether the transaction or relationship raises any disclosure or reputational issues; and
●
Whether the transaction or relationship presents an improper conflict of interest for any director or executive officer of Ziff Davis.
|
|
69
|
|||||||
PROPOSAL 1 — ELECTION OF DIRECTORS
General
A Board of eight directors is to be elected at the Annual Meeting. Unless otherwise instructed on the proxy card, the proxy holders will vote the proxies received by them for Ziff Davis’ eight nominees named below, each of whom is currently a director of Ziff Davis. In the event that any nominee is unable or declines to serve as a director at the time of the Annual Meeting, neither of which is expected to occur, the proxies will be voted for such nominee as shall be designated by the current Ziff Davis Board of Directors to fill the vacancy.
Vote Required
Each share of Ziff Davis common stock may vote for up to eight director-nominees. Votes may not be cumulated. If a quorum is present, each of the nominees receiving the affirmative vote of the majority of the votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) at the Annual Meeting will be elected to the Ziff Davis Board of Directors.
The term of office of each person elected as a director will continue until the next Annual Meeting or until their successor has been duly elected and qualified or until the director’s earlier resignation or removal.
THE ZIFF DAVIS BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” EACH OF THE NOMINEES LISTED IN THE "DIRECTOR NOMINEES" SECTION ABOVE.
|
|
70
|
|||||||
PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
General
The Audit Committee of the Board of Directors has selected KPMG LLP (“KPMG”) as the independent registered public accounting firm for Ziff Davis for the fiscal year ending December 31, 2025. KPMG began serving as Ziff Davis’ independent registered public accounting firm in 2023 and their selection was ratified at the Company’s 2024 Annual Meeting. Notwithstanding the ratification of KPMG as Ziff Davis’ independent registered public accounting firm, the Audit Committee, in its discretion, may direct appointment of new independent auditors at any time during the year if the Audit Committee believes that such a change would be in the best interests of Ziff Davis and its stockholders. In addition, if the stockholders do not ratify the appointment of KPMG, the Audit Committee will consider the appointment of another independent registered public accounting firm, but is not required to do so. Representatives of KPMG are expected to virtually attend the Annual Meeting and be available to respond to appropriate questions. Those representatives will have the opportunity to make a statement if they wish to do so.
Vote Required
Ratification of KPMG as Ziff Davis’ independent auditors for the fiscal year ending December 31, 2025 requires the affirmative vote of the holders of a majority of shares of Ziff Davis common stock present or represented by proxy at the Annual Meeting and entitled to vote on the matter.
THE ZIFF DAVIS BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 2 – RATIFICATION OF SELECTION OF KPMG AS ZIFF DAVIS’ INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM.
Notwithstanding anything to the contrary set forth in any of Ziff Davis’ filings under the Securities Act of 1933, as amended (the “Securities Act”), or the Securities Exchange Act of 1934, as amended (the “Exchange Act”), that might incorporate future filings, including this proxy statement, in whole or in part, the following Audit Committee Report shall not be deemed to be “Soliciting Material,” is not deemed “filed” with the SEC and shall not be incorporated by reference into any filings under the Securities Act or Exchange Act whether made before or after the date hereof and irrespective of any general incorporation language in such filings.
|
|
71
|
|||||||
PROPOSAL 3 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION
Ziff Davis is seeking approval of an advisory resolution on the compensation of its named executive officers, as reported in this proxy statement. As described below in the “Compensation Discussion and Analysis” section of this proxy statement, the Compensation Committee has structured Ziff Davis’ executive compensation program to link compensation to continuous improvements in corporate performance and increases in stockholder value. Ziff Davis’ executive compensation program goals include the following:
●
to establish pay levels that attract, retain and motivate highly qualified executive officers, while considering the overall market competitiveness for such executive talent and balancing the relationship between total stockholder return and direct compensation;
●
to align executive officer remuneration with the interests of the stockholders;
●
to recognize superior individual performance;
●
to balance base and incentive compensation to complement Ziff Davis’ annual and longer-term business objectives and strategies and encourage the fulfillment of those objectives and strategies through executive officer performance; and
●
to provide compensation opportunities based on Ziff Davis’ performance.
Ziff Davis urges stockholders to read the “Compensation Discussion and Analysis” section of this proxy statement, which describes in more detail how Ziff Davis’ executive compensation policies and procedures operate and are designed to achieve its compensation goals, as well as the Summary Compensation Table and other related compensation tables and narrative in the section, which provide detailed information on the compensation of Ziff Davis’ named executive officers. The Compensation Committee and the Board of Directors believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving Ziff Davis’ goals, and that the compensation of the named executive officers reported in this proxy statement has contributed to the Company’s recent and long-term success.
In accordance with Section 14A of the Exchange Act, Ziff Davis is asking stockholders to approve the following advisory resolution at the 2025 Annual Meeting of Stockholders:
RESOLVED, that the stockholders of Ziff Davis, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers disclosed in the Compensation Discussion and Analysis, the Summary Compensation Table and the related compensation tables, notes, and narrative in the proxy statement for the Company’s 2025 Annual Meeting of Stockholders.
This advisory resolution, commonly referred to as a “say-on-pay” resolution, is non-binding on the Board of Directors. Although non-binding, the Board of Directors and the Compensation Committee will review and consider the voting results when making future decisions regarding the Company’s executive compensation program.
|
|
72
|
|||||||
__________________________________________
Proposal 3 - Advisory Vote on
Compensation of Named Executive Officers
Vote Required
Approval of the advisory resolution on the compensation of Ziff Davis’ named executive officers requires the affirmative vote of the holders of a majority of shares of Ziff Davis common stock present or represented by proxy at the Annual Meeting and entitled to vote on the matter.
THE ZIFF DAVIS BOARD OF DIRECTORS RECOMMENDS A VOTE “FOR” PROPOSAL 3 – APPROVAL OF THE ADVISORY RESOLUTION ON THE COMPENSATION OF THE NAMED EXECUTIVE OFFICERS.
|
|
73
|
|||||||
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2026 ANNUAL MEETING
Under Rule 14a-8 of the Exchange Act, certain stockholder proposals may be eligible for inclusion in Ziff Davis’ proxy statement and form of proxy. The date by which stockholder proposals must be received by Ziff Davis so that they may be considered for inclusion in the proxy statement and form of proxy for Ziff Davis’ 2026 Annual Meeting of Stockholders is November 27, 2025 (or if the date of the next Ziff Davis annual meeting of stockholders is changed by more than 30 days from the date of the Annual Meeting, a reasonable time before Ziff Davis begins to print and mail its proxy materials). Such proposals also must comply with SEC regulations under Rule 14a-8 regarding the inclusion of stockholder proposals in Company-sponsored proxy materials.
A stockholder nomination of a person for election to our Board of Directors or a proposal for consideration at our 2026 annual meeting of stockholders not intended to be included in our proxy statement pursuant to Rule 14a-8 must be submitted in accordance with the advance notice procedures and other requirements set forth in our Bylaws. Assuming Ziff Davis holds the 2026 Annual Meeting of Stockholders on the anniversary of the Annual Meeting, stockholder proposals and director nominations which a stockholder does not seek to include in the proxy statement and form of proxy pursuant to Rule 14a-8 of the Exchange Act must be received by Ziff Davis no earlier than January 7, 2026, and no later than February 6, 2026 (unless there are fewer than 30 days between the date the next annual meeting is announced and the date it is held, in which case such advance notice must be given not more than 10 days after the date of the announcement).
In order for stockholders to give timely notice of director nominations at our 2026 annual meeting of stockholders for inclusion on a universal proxy card under Rule 14a-19 of the Exchange Act (“Rule 14a-19”), notice must be submitted by the same deadline as disclosed above under the advance notice procedures set forth in our Bylaws and must also include the information in the notice required by our Bylaws and by Rule 14a-19(b)(2) and Rule 14a-19(b)(3) of the Exchange Act.
You should also review our Bylaws, which contain additional requirements about advance notice of and procedures for director nominations and stockholder proposals. Notice of a stockholder’s intent to nominate candidates for election as directors must be submitted within the deadline for submission of stockholder proposals. Stockholder proposals or notices of intent to nominate candidates for election as directors should be submitted to Ziff Davis, Inc. at its principal executive offices at 360 Park Avenue South, 17th Floor, New York, New York 10010.
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|
74
|
|||||||
HOUSEHOLDING
As permitted by the Exchange Act, only one copy of the annual report and proxy statement or Notice of Internet Availability of Proxy Materials is being delivered to stockholders residing at the same address, unless such stockholders have notified Ziff Davis of their desire to receive multiple copies of the proxy statement or Notice of Internet Availability of Proxy Materials. This process, which is commonly referred to as “householding”, can reduce the volume of duplicate information received at households. A number of brokerage firms with account holders have instituted householding. Once a shareholder has consented or receives notice from their broker that the broker will be householding materials to the shareholder’s address, householding will continue until the shareholder is notified otherwise or until one or more of the shareholders revokes their consent.
Ziff Davis will promptly deliver, upon oral or written request, a separate copy of the annual report and proxy statement or Notice of Internet Availability of Proxy Materials, in the future, to any stockholder residing at an address to which only one copy was mailed. Additionally, stockholders sharing an address may request delivery of a single copy of annual reports and proxy statements or Notices of Internet Availability of Proxy Materials if they are receiving multiple copies of such documents. All such requests should be directed to Ziff Davis’ Secretary, 360 Park Avenue South, 17th Floor, New York, NY 10010, (212) 503-3500.
|
|
75
|
|||||||
OTHER MATTERS
To the extent that this proxy statement is incorporated by reference into any other filing by Ziff Davis under the Exchange Act or the Securities Act of 1933, the sections of this proxy statement titled “Compensation Committee Report,” “Report of the Audit Committee,” and “Pay Versus Performance Disclosure,” to the extent permitted by the rules of the SEC, will not be deemed incorporated into such a filing, unless specifically provided otherwise in the filing. In addition, such sections will not be deemed to be soliciting material for purposes of the solicitation of proxies in connection with the annual meeting.
All website addresses contained in this proxy statement are intended to be inactive, textual references only. The information on, or accessible through, any website (including the Ziff Davis website) identified in this proxy statement is not a part of, and is not incorporated by reference into, this proxy statement.
The Board of Directors knows of no other business that will be presented at the Annual Meeting. If any other business is properly brought before the Annual Meeting, proxies in the enclosed form will be voted in respect thereof as the proxy holders deem advisable.
It is important that the proxies be returned promptly and that your shares be represented. Stockholders are urged to mark, date, sign, and promptly return the accompanying proxy card in the enclosed envelope or, for stockholders who own Ziff Davis stock through a bank or broker that provides for voting by telephone or over the Internet, submit voting instructions by telephone or the Internet.
The form of proxy and this proxy statement have been approved by the Board of Directors and are being mailed and delivered to stockholders by its authority.
By Order of the Board of Directors,
|
||
| Sarah Fay | ||
|
Chair, Ziff Davis Board of Directors
|
||
|
New York, NY
|
||
|
Dated: March 27, 2025
|
||
|
|
76
|
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ABOUT THE ANNUAL MEETING
Who Is Soliciting My Vote?
The Board of Directors of Ziff Davis, Inc. is soliciting your vote at the 2025 Annual Meeting of Ziff Davis’ stockholders (the “Annual Meeting”). In this proxy statement, Ziff Davis, Inc. is referred to as “Ziff Davis,” the “Company,” “we,” “us” and “our.”
What Will I Be Voting On?
1.
To elect eight directors to serve for the ensuing year and until their successors are duly elected and qualified;
2.
To ratify the appointment of KPMG LLP to serve as Ziff Davis’ independent registered public accounting firm for fiscal 2025;
3.
To provide an advisory vote on the compensation of Ziff Davis’ named executive officers; and
4.
To transact such other business as may properly come before the meeting and any adjournment(s) and postponement(s) thereof.
How Many Votes Do I Have?
You will have one vote for every share of Ziff Davis common stock you owned at the close of business on March 14, 2025.
How Many Votes Can Be Cast By All Stockholders?
42,916,866 votes can be cast, which represents the total number of shares of Ziff Davis common stock that were outstanding and eligible to vote on the record date.
How Many Votes Must Be Present to Hold the Annual Meeting?
The holders of a majority of the outstanding shares of stock entitled to vote on a matter at the meeting, present in person or represented by proxy are required to hold the meeting, or 21,458,434 votes. We urge you to vote by proxy even if you plan to attend the Annual Meeting so that we will know as soon as possible that enough votes will be present for us to hold the Annual Meeting.
What is the Required Vote to Approve Each Proposal?
For Proposal 1 – Election of Directors, each of the nominees receiving the affirmative vote of the majority of the votes cast (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee) at the Annual Meeting will be elected to the Ziff Davis Board of Directors. If the votes cast “for” a nominee do not exceed the votes cast “against” a nominee, pursuant to our Corporate Governance Guidelines, the nominee must promptly tender his resignation for consideration by the Company’s Environmental, Social, and Governance Committee, which will recommend to the Board of Directors the action to be taken.
For Proposal 2 – Ratification of Selection of Independent Registered Public Accounting Firm, and Proposal 3 – Advisory Vote on the Compensation of the Named Executive Officers, approval requires the affirmative vote of holders of a majority of shares of Ziff Davis common stock present in person or represented by proxy and entitled to vote on the matter at the Annual Meeting.
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About the Annual Meeting
Why Did I Receive a One-Page Notice in the Mail Regarding the Internet Availability of Proxy Materials Instead of a Full Set of Proxy Materials?
Pursuant to rules adopted by the SEC, we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or to request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.
How Can I Get Electronic Access to the Proxy Materials?
The Notice provides you with instructions regarding how to:
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View our proxy materials for the Annual Meeting on the Internet; and
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Instruct us to send future proxy materials to you electronically by email.
Choosing to receive future proxy materials by email will save us the cost of printing and mailing documents to you and will reduce the impact of our annual meetings on the environment. If you choose to receive future proxy materials by email, you will receive an email next year with instructions containing a link to those materials and a link to the proxy voting site. Your election to receive proxy materials by email will remain in effect until you terminate it.
The Notice, proxy statement, proxy card and the 2024 Annual Report are available at www.proxyvote.com.
How Can I Obtain Paper or Email Copies of Proxy Materials?
The Notice contains a toll-free telephone number, an email address and a website where stockholders can request a paper or an email copy of the proxy statement, proxy card and the 2024 Annual Report. These proxy materials are available free of charge.
Can I Vote My Shares by Filling Out and Returning the Notice?
No. The Notice identifies the items to be voted on at the Annual Meeting, but you cannot vote by marking the Notice and returning it. The Notice provides instructions on how to vote by Internet or telephone or how to request a paper proxy card.
How Do I Vote?
If you are a stockholder of record, you can vote either through our virtual platform at the Annual Meeting, by proxy without attending the Annual Meeting or as otherwise provided in this mailing. To participate in and vote at the Annual meeting, you will need the 16-digit control number included on your Notice, on your proxy card or on the instructions that accompanied your proxy materials. You can vote by proxy over the Internet or telephone up until 11:59 p.m. Eastern Time on May 6, 2025 by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by mail pursuant to instructions provided on the proxy card.
If you own your Ziff Davis stock through a bank or broker, you may also vote by proxy over the Internet or telephone by following the instructions provided in the Notice, or, if you requested to receive printed proxy materials, you can also vote by mail by following the instructions that the broker or nominee provides to you.
If you want to vote through our virtual platform at the Annual Meeting and you hold your Ziff Davis stock through a bank or broker (that is, in street name), you may either vote through our virtual
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About the Annual Meeting
platform if your bank or broker allows or you must obtain a proxy from your bank or broker and vote by mail or telephone pursuant to instructions provided on the proxy card.
Can I Revoke My Proxy?
Yes. If you are a stockholder of record, send in a new proxy card with a later date or send a written notice of revocation to Ziff Davis’ Secretary at 360 Park Avenue South, 17th Floor, New York, NY 10010. If you own your Ziff Davis stock through a bank or broker, follow the instructions provided by your bank or broker. In addition, if you are a stockholder of record, you can attend the Annual Meeting and vote through our virtual platform. Virtual attendance at the Annual Meeting will not by itself revoke a proxy.
What If I Vote “Abstain”?
Abstentions are counted as votes present for purposes of determining whether a quorum exists for the transaction of business at the Annual Meeting. An abstention has no effect on the outcome of Proposal 1 – Election of Directors. An abstention has the same effect as a vote against Proposal 2 – Ratification of Selection of Independent Auditors, and Proposal 3 – Advisory Vote on the Compensation of the Named Executive Officers.
What if I Don’t Provide Specific Voting Instructions?
If you are a stockholder of record and return a proxy card without indicating your vote, your shares will be voted FOR the director nominees listed on the card, FOR ratification of the appointment of KPMG as Ziff Davis’ independent auditors, FOR approval of an advisory resolution approving the compensation paid to Ziff Davis’ named executive officers, and otherwise in accordance with the judgment of the person or persons voting the proxy on any other matter properly brought before the Annual Meeting.
If you are the beneficial owner of shares held in street name and do not instruct your bank or broker how to vote your shares, the votes will be broker non-votes. Broker non-votes will be counted for purposes of determining whether a quorum is present for the transaction of business at the Annual Meeting; however, your bank or broker will not be able to vote your shares on certain matters scheduled to come before the Annual Meeting. Brokers, trustees, or other nominees may generally vote on routine matters without instructions from a beneficial owner but cannot vote on non-routine matters. Your broker is not permitted to vote your uninstructed shares and the broker non-votes will have no effect on the vote for Proposal 1 – Election of Directors or Proposal 3 – Advisory Vote on the Compensation of the Named Executive Officers. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote with respect to the aforementioned proposals, no votes will be cast on your behalf on such proposals. Your broker will, however, continue to have discretion to vote any uninstructed shares on Proposal 2 – Ratification of Selection of Independent Auditors, as this proposal is considered a routine matter.
If you are the owner of record, and you do not vote your shares held in your name or return a proxy card, your shares will not be counted as present for purposes of determining whether a quorum exists for transaction of business at the Annual Meeting, and no votes will be cast on your behalf on any of the items of business at the Annual Meeting.
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About the Annual Meeting
What Happens if the Annual Meeting is Postponed or Adjourned?
Your proxy will still be good and may be voted at the postponed or adjourned meeting. You will still be able to change or revoke your proxy until it is voted.
Who Pays for the Annual Meeting?
Ziff Davis is paying the expenses of this solicitation. Ziff Davis also will reimburse brokerage houses and other custodians, nominees and fiduciaries for their reasonable expenses in sending proxy material to principals and obtaining their instructions. In addition to solicitation by mail, the directors, officers and employees, who will not receive any additional compensation for such solicitation activities, may solicit proxies in person or by telephone, email or similar means.
Who Can I Contact if I Have Questions Concerning the Annual Meeting?
If you have any further questions about voting your shares or attending the Annual Meeting, or wish to obtain directions on how to join the virtual Annual Meeting, please call or email Ziff Davis’ Investor Relations Department at 800-577-1790 or investor@ziffdavis.com.
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CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION
This proxy statement contains “forward-looking statements” within the meaning of The Private Securities Litigation Reform Act of 1995. These forward-looking statements include, but are not limited to, statements concerning our strategy, prospects and plans, objectives of management, future mergers, acquisitions, and divestitures and related strategy, future financial position and liquidity, future revenues, projected costs, profitability, our human capital and ESG goals strategies and priorities, and growth opportunities and trends in the markets in which we operate. Forward-looking statements generally can be identified by words such as “anticipates,” “believes,” “estimates,” “expects,” “intends,” “plans,” “predicts,” “projects,” “will be,” “will continue,” “may,” “could,” “should,” “will likely result,” and similar expressions. These forward-looking statements are based on current expectations and assumptions that are subject to risks and uncertainties, which could cause our actual results to differ materially from those reflected in the forward-looking statements. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in our Annual Report on Form 10-K for the year ended December 31, 2024, and in particular, the risks discussed in Part I, Item 1A, “Risk Factors” of the Annual Report on Form 10-K and those discussed in other documents we file with the SEC. We undertake no obligation to revise or publicly release the results of any revision to these forward-looking statements, except as required by law. Given these risks and uncertainties, readers are cautioned not to place undue reliance on such forward-looking statements.
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APPENDIX A
Reconciliation of U.S. GAAP Financial Performance Figures to
Adjusted Non-GAAP Financial Information
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Adjusted EBITDA
($, in millions)
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| Year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Net income | 63.0 | 41.5 | ||||||
| Interest expense, net | 14.0 | 20.0 | ||||||
| Gain on debt extinguishment, net | — | — | ||||||
| Loss on sale of businesses | 3.8 | — | ||||||
| Loss on investments, net | 7.6 | 28.1 | ||||||
| Other (income) loss, net | (5.0) | 9.5 | ||||||
| Income tax expense | 41.4 | 24.1 | ||||||
| (Income) loss from equity method investments, net | (11.2) | 7.8 | ||||||
| Depreciation and amortization | 211.9 | 237.0 | ||||||
| Share-based compensation | 40.9 | 31.9 | ||||||
| Acquisition, integration, and other costs | 40.2 | 21.0 | ||||||
| Disposal related costs | 0.2 | 2.2 | ||||||
| Lease asset impairments and other charges | 1.4 | 2.3 | ||||||
| Goodwill impairment | 85.3 | 56.9 | ||||||
| Adjusted EBITDA | 493.5 | 482.3 | ||||||
| Percent change compared to prior year | 2.3% | |||||||
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Adjusted Net Income
($, in millions)
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| Year ended December 31, | ||||||||||||||
| 2024 | Per diluted share | 2023 | Per diluted share | |||||||||||
| Net income | 63.0 | 1.42 | 41.5 | 0.89 | ||||||||||
| Interest, net | 0.1 | — | 5.9 | 0.13 | ||||||||||
| Loss on sale of businesses | 0.1 | — | 3.8 | 0.08 | ||||||||||
| Loss on investments, net | 8.0 | 0.18 | 21.1 | 0.45 | ||||||||||
| (Income) loss from equity method investments, net | (11.2) | (0.25) | 8.2 | 0.18 | ||||||||||
| Amortization | 87.1 | 1.96 | 106.6 | 2.30 | ||||||||||
| Share-based compensation | 31.0 | 0.70 | 27.1 | 0.58 | ||||||||||
| Acquisition, integration, and other costs | 29.8 | 0.67 | 13.5 | 0.29 | ||||||||||
| Disposal related costs | 0.2 | — | 1.5 | 0.03 | ||||||||||
| Lease asset impairments and other charges | 1.1 | 0.02 | 1.3 | 0.04 | ||||||||||
| Goodwill impairment | 85.3 | 1.92 | 56.9 | 1.22 | ||||||||||
| Adjusted Net Income | 294.5 | 6.62 | 287.4 | 6.19 | ||||||||||
| Percent change compared to prior year | 2.4% | 6.9% | ||||||||||||
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Appendix A
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Free Cash Flow
($, in millions)
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| Year ended December 31, | ||||||||
| 2024 | 2023 | |||||||
| Cash from operating activities | 390.3 | 320.0 | ||||||
| Less: Purchases of property and equipment | (106.6) | (108.7) | ||||||
| Free Cash Flow | 283.7 | 211.3 | ||||||
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TABLE OF CONTENTS
DIRECTOR NOMINEESOUR BOARD AND CORPORATE GOVERNANCEMeetings and AttendanceCommitteesBoard CompositionDirector CompensationEnvironmental, Social and Governance at Ziff DavisEXECUTIVE COMPENSATIONCompensation Discussion and AnalysisCompensation Committee Report2024 Summary Compensation Table2024 Grants of Plan-Based AwardsOutstanding Equity Awards at Fiscal Year-End 2024Option Exercises and Stock Vested in 20242024 All Other CompensationPotential Payments Upon Termination or Change in ControlPay Versus PerformancePay Ratio DisclosureCompensation Risk, Clawback Policy, and InterlocksEquity Compensation Plan InformationAUDIT-RELATED MATTERSAudit Committee ReportInformation About Our AuditorsSECURITY OWNERSHIPRELATED-PARTY TRANSACTIONSPROPOSAL 1 ELECTION OF DIRECTORSPROPOSAL 2 RATIFICATION OF SELECTION OF INDEPENDENT AUDITORSPROPOSAL 3 ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATIONSTOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2026 ANNUAL MEETINGHOUSEHOLDINGOTHER MATTERSABOUT THE ANNUAL MEETINGCAUTIONARY NOTE ON FORWARD-LOOKING INFORMATIONAPPENDIX A