zd-20250327

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

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ZIFF DAVIS, INC.

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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


DIRECTOR NOMINEES			2
OUR BOARD AND CORPORATE GOVERNANCE			13
Meetings and Attendance			13
Committees			13
Board Composition			17
Director Compensation			18
Environmental, Social and Governance at Ziff Davis			20
EXECUTIVE COMPENSATION			29
Compensation Discussion and Analysis			29
Compensation Committee Report			45
2024 Summary Compensation Table			46
2024 Grants of Plan-Based Awards			47
Outstanding Equity Awards at Fiscal Year-End 2024			48
Option Exercises and Stock Vested in 2024			50
2024 All Other Compensation			51
Potential Payments Upon Termination or Change in Control			52
Pay Versus Performance			54
Pay Ratio Disclosure			59
Compensation Risk, Clawback Policy, and Interlocks			60
Equity Compensation Plan Information			61
AUDIT-RELATED MATTERS			62
Audit Committee Report			62
Information About Our Auditors			63
SECURITY OWNERSHIP			65
RELATED-PARTY TRANSACTIONS			69
PROPOSAL 1 — ELECTION OF DIRECTORS			70
PROPOSAL 2 — RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS			71
PROPOSAL 3 — ADVISORY VOTE ON NAMED EXECUTIVE OFFICER COMPENSATION			72
STOCKHOLDER PROPOSALS AND NOMINATIONS FOR 2026 ANNUAL MEETING			74
HOUSEHOLDING			75
OTHER MATTERS			76
ABOUT THE ANNUAL MEETING			77
CAUTIONARY NOTE ON FORWARD-LOOKING INFORMATION			81
APPENDIX A			82


						1

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)


Name	Age	Principal Occupation	Director Since
Vivek Shah	51	CEO of Ziff Davis, Inc.	2018
Sarah Fay(2)	62	Chair, Ziff Davis, Inc. Board of Directors. Former Partner and Managing Director at Glasswing Ventures.	2018
Jana Barsten(3)	61	Former Global Audit Sector Leader for the Technology Industry, KPMG. Director, Robert Half Inc.	2023
Trace Harris(3)(4)	59	Former SVP, Strategy, Finance, and Business Innovation, Vivendi. Director, Altair Engineering.	2021
William Brian Kretzmer(2)(3)	71	Founder and CEO, Kretzmer Consulting. Director, CIM Real Estate Finance Trust, Inc.	2007
Kirk McDonald(2)(4)	58	Former CEO of GroupM North America. Director, Elanco.	2023
Neville Ray(2)(4)	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
Scott C. Taylor(2)(3)	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.


						2

__________________________________________

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.

Qualifications

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

✓

Environmental, Social,
and Governance (ESG)

✓

Knowledge

Mergers & Acquisitions

✓

Strategy/Business
Development

✓

Capital Management

✓

Subscriptions

✓

Advertising/Sales

✓

Software Development

✓

Legal/Regulatory

✓

Industries

Technology/Software

✓

Digital Media/Entertainment

✓

Health/Wellness

✓

Cybersecurity

✓

Telecommunications

✓

Gaming

✓


						3

__________________________________________

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

Gender

Female

✓

Male

✓

Demographics

Asian

✓

Black

✓

White

✓

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.


						4

__________________________________________

Director Nominees


			Vivek Shah Chief Executive Officer, Ziff Davis Age: 51 Director since: 2018 Committees: N/A
PROFESSIONAL EXPERIENCE ●Chief Executive Officer, Ziff Davis, 2010 to Present ●Group President, Digital, Time Inc., Time Warner Inc., 2008 to 2009 ●President, Fortune/Money Group, Time Warner Inc., 2007 to 2008 ●President, Digital Publishing, Business & Finance, Time Warner Inc., 2005 to 2007 ●General Manager, Fortune/Money Group, Time Warner Inc., 2001 to 2005 ●Vice President, New Business Ventures, Fortune/Money Group, Time Warner Inc., 1999 to 2000 ●Founder & General Manager, Fortune Americas, Time Warner Inc., 1997 to 1998 OTHER COMPANY DIRECTORSHIPS Public ●Former Director, TheStreet (Nasdaq: TST), 2010 to 2014 Private ●Member, Board of Advisors, Fletcher School of Law and Diplomacy, 2023 to Present ●Director, LiveOnNY, 2022 to Present ●Member, Board of Trustees, Tufts University, 2021 to Present ●Director, the Craig Newmark Graduate School of Journalism CUNY Foundation, 2019 to Present ●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.


						5

__________________________________________

Director Nominees


			Sarah Fay Former Partner and Managing Director, Glasswing Ventures Age: 62 Director since: 2018 Committees: Chair of the Board; Compensation
PROFESSIONAL EXPERIENCE ●Partner and Managing Director, Glasswing Ventures, 2016 to 2023 ●Chief Executive Officer, Aegis Media North America, 2008 to 2009 ●President, Carat U.S., 2007 to 2008 ●President, Isobar U.S., 2006 to 2008 ●President, Carat Interactive, 2000 to 2005 ●Managing Director, Carat Freeman, 1996 to 2000 OTHER COMPANY DIRECTORSHIPS Public ●Former Director, TheStreet (Nasdaq: TST), 2012 to 2019 Private ●Former Director, Narrative I/O, 2019 to 2023 ●Former Director, Labviva, 2019 to 2023 ●Former Director, Celtra, May 2010 to 2021 ●Former Director, Socialflow, 2013 to 2022 ●Former Director, Women’s Marketing Inc. (now Stella Rising), 2012 to 2018 ●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.


						6

__________________________________________

Director Nominees


			Jana Barsten Former Partner and Global Audit Sector Leader for Technology Industry, KPMG Age: 61 Director since: 2023 Committees: Audit
PROFESSIONAL EXPERIENCE ●Partner and Global Audit Sector Leader for Technology Industry, KPMG, 2007 to 2023 ●Led KPMG’s U.S. Technology Industry for Audit, 2007 to 2022 ●Partner, Arthur Andersen LLP, 1986 to 2002 OTHER COMPANY DIRECTORSHIPS Public ●Director, Robert Half Inc., 2023 to Present Private ●Director, Peninsula Open Space Trust, 2025 to Present ●Director, Housing Trust, Silicon Valley, 2023 to Present ●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.


						7

__________________________________________

Director Nominees


			Trace Harris Former Senior Vice President, Strategy, Finance & Business Innovation, Vivendi Age: 59 Director since: 2021 Committees: Audit; Environmental, Social, and Governance
PROFESSIONAL EXPERIENCE ●Senior Vice President, Strategy, Finance and Business Innovation, Vivendi, 2001 to 2014 ●Managing Director, Media and Entertainment, Scient, 2000 to 2001 ●Senior Vice President, Business Development, Universal Television Group, Universal Studios, 1996 to 2000 ●Director, Finance and Operations, International Television, Warner Bros., 1994 to 1996 OTHER COMPANY DIRECTORSHIPS Public ●Director, Altair, 2016 to Present Private ●Director, USA Climbing, 2021 to Present ●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.


						8

__________________________________________

Director Nominees


			William Brian Kretzmer Founder and CEO, Kretzmer Consulting Age: 71 Director since: 2007 Committees: Audit; Compensation
PROFESSIONAL EXPERIENCE ●Founder & CEO, Kretzmer Consulting, 2006 to Present ●Investor-Partner, Ubicomp System, 2015 to Present ●Chief Executive Officer, MAI Systems Corporation, 1999 to 2006 ●Chief Financial Officer, MAI Systems Corporation, 1993 to 1996 and 1999 to 2000 OTHER COMPANY DIRECTORSHIPS Public ●Director, CIM Real Estate Finance Trust, Inc., 2018 to Present ●Former Director, CIM Income NAV, Inc., 2018 to 2021 ●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.


						9

__________________________________________

Director Nominees


			Kirk McDonald Chief Executive Officer, Sundial Media Group Age: 58 Director since: 2023 Committees: Compensation; Environmental, Social, and Governance
PROFESSIONAL EXPERIENCE ●Chief Executive Officer, Sundial Media Group, 2024 to Present ●Chief Executive Officer, GroupM North America, 2020 to 2023 ●Chief Business Officer, Xandr, 2019 to 2020 ●Chief Marketing Officer, Xandr, 2018 to 2019 ●Chief Marketing Officer, AT&T Advertising and Analytics, AT&T, 2017 to 2018 ●President, PubMatic, 2011 to 2017 ●President of Digital, Time Inc., 2009 to 2011 ●Chief Advertising Officer, Fortune/Money Group, 2008 OTHER COMPANY DIRECTORSHIPS Public ●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.


						10

__________________________________________

Director Nominees


			Neville Ray Former President of Technology and Chief Technology Officer, T-Mobile USA Age: 62 Director since: 2024 Committees: Compensation; Environmental, Social, and Governance
PROFESSIONAL EXPERIENCE ●President and Strategic Network Advisor to the CEO, T-Mobile USA, 2023 ●President of Technology, T-Mobile USA, 2019 to 2023 ●Chief Technology Officer, T-Mobile USA, 2010 to 2019 ●Executive Vice President of Network Operations, T-Mobile USA, 2005 to 2019 ●Vice President of Engineering and Operations, T-Mobile USA, 2000 to 2005 ●Network Vice President, Pacific Bell Mobile Services, 1995 to 1999 OTHER COMPANY DIRECTORSHIPS Public ●Director, American Tower Corporation, 2024 to Present Private ●Former Vice Chair and Director, CTIA, 2020 to 2023 ●Former Chair and Board of Governors member, 5G Americas, 2008 to 2023 ●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.


						11

__________________________________________

Director Nominees


			Scott C. Taylor Former Executive Vice President and General Counsel, Symantec Age: 60 Director since: 2020 Committees: Audit; Compensation
PROFESSIONAL EXPERIENCE ●Executive Vice President and General Counsel, Symantec, 2007 to 2020 ●Chief Administrative Officer, Senior Vice President and General Counsel, Phoenix Technologies, 2002 to 2007 OTHER COMPANY DIRECTORSHIPS Public ●Director, Piper Sandler Companies, 2014 to Present ●Former Director, One Medical (1Life Healthcare, Inc.), 2021 to 2023 ●Former Director, VirnetX Holding Corporation, 2007 to 2014 Private ●Director, Common Sense Privacy, 2023 to Present ●Director, Common Sense Media, 2022 to Present ●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.


						12

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:

●an Audit Committee;

●a Compensation Committee; and

●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
Sarah Fay		CB
Jana Barsten	CC
Trace Harris			CC
William Brian Kretzmer
Kirk McDonald
Neville Ray
Scott C. Taylor		CC


						13

__________________________________________

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:

●retaining, overseeing, and determining the compensation of Ziff Davis’ independent auditors and other registered public accounting firms;

●approving the services performed by them;

●reviewing and overseeing Ziff Davis’ financial reports and reporting process, accounting principles, and its system of internal accounting controls;

●overseeing compliance with legal and regulatory requirements;

●establishing procedures for the receipt, retention, and treatment of complaints regarding accounting, internal controls and auditing matters; and

●enterprise risk management, including overseeing major financial and cybersecurity risks.

See the "Audit Committee Report" below.


						14

__________________________________________

Our Board and Corporate Governance

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:

●administering Ziff Davis’ compensation programs, including its stock-based compensation plans;

●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;

●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;

●periodically evaluating compensation paid to non-management members of the Board of Directors, including monitoring the competitiveness and composition of director compensation;

●recommending to the Board of Directors changes to Ziff Davis’ compensation policies;

●approving and recommending to the Board of Directors the creation or revision of its stock ownership guidelines and clawback policy; and

●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:

●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;

●recommending members of the Board of Directors for nomination to, or to fill vacancies on, the standing committees of the Board of Directors;

●overseeing processes for identifying and reviewing potential related party transactions, and reviewing actual and potential conflicts of interests;

●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;

●monitoring compliance with Ziff Davis’ stock ownership guidelines; and

●overseeing policies, procedures, reporting, and disclosures with respect to diversity, equity, inclusion, and environmentally sustainable practices.


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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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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.


Board & Committee Service			Compensation in 2024 ($)
Annual Restricted Stock Award			200,000
Chair of the Board Annual Cash Retainer			150,000
Annual Cash Retainer			70,000
Audit Committee Chair Additional Annual Cash Retainer			25,000
Compensation Committee Chair Additional Annual Cash Retainer			15,000
Environmental, Social, and Governance Committee Chair Additional Annual Cash Retainer			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.


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Total ($)
Sarah Fay	150,000	199,958	349,958
Jana Barsten	70,027	199,958	269,985
Trace Harris	85,000	199,958	284,958
William Brian Kretzmer	95,000	199,958	294,958
Kirk McDonald	70,000	199,958	269,958
Neville Ray	70,000	399,912(3)	469,912
Scott C. Taylor	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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Environmental, Social and Governance at Ziff Davis

SEC Form DEF 14A filed by Ziff Davis Inc.