DEF 14A of Ziff Davis, Inc., Mar 27, 2024

DEF 14A of Ziff Davis, Inc.

Filed Mar 27, 2024 · FY20230001084048-24-000033

Open on EDGAR

  1. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS 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.

  2. Backgrounds and Qualifications

    Backgrounds and Qualifications 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 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.

  3. Backgrounds and Qualifications

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  4. Backgrounds and Qualifications

    | | Vivek Shah Chief Executive Officer, Ziff Davis Age: 50 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, Group Black, 2022 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. Backgrounds and Qualifications

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  6. Backgrounds and Qualifications

    | | Sarah Fay Former Partner and Managing Director, Glasswing Ventures Age: 61 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. | |

  7. Backgrounds and Qualifications

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  8. Backgrounds and Qualifications

    | | Jana Barsten Former Partner and Global Audit Sector Leader for Technology Industry, KPMG Age: 60 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, 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 a member of its Audit Committee. She also makes valuable contributions to the Board on ESG matters, informed by her experience as a director on the Boards of Girl Scouts of Northern California and Housing Trust Silicon Valley, which seeks to increase affordable housing for the region's workforce, seniors, special needs individuals, and people facing homelessness, and as a committee member of the Peninsula Open Space Trust, an environmental nonprofit that protects open space in northern California’s Peninsula and South Bay. | |

  9. Backgrounds and Qualifications

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  10. Backgrounds and Qualifications

    | | Trace Harris Former Senior Vice President, Strategy, Finance & Business Innovation, Vivendi Age: 58 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. | |

  11. Backgrounds and Qualifications

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  12. Backgrounds and Qualifications

    | | William Brian Kretzmer Founder and CEO, Kretzmer Consulting Age: 70 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 the chair of Ziff Davis’ Audit Committee and as a member of its Compensation Committee. | |

  13. Backgrounds and Qualifications

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  14. Backgrounds and Qualifications

    | | Kirk McDonald Former Chief Executive Officer, GroupM North America Age: 57 Director since: 2023 Committees: Compensation; Environmental, Social, and Governance | | PROFESSIONAL EXPERIENCE ●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 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. | |

  15. Backgrounds and Qualifications

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  16. Backgrounds and Qualifications

    | | Neville Ray Former President of Technology and Chief Technology Officer, T-Mobile USA Age: 61 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 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. | |

  17. Backgrounds and Qualifications

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  18. Backgrounds and Qualifications

    | | Scott C. Taylor Former Executive Vice President and General Counsel, Symantec Age: 59 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. | |

  19. Backgrounds and Qualifications

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  20. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION During fiscal 2023, each director who is 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 2023, 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.

  21. DIRECTOR COMPENSATION

    | Board & Board Committee Service | Compensation in 2023 ($) | | 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 |

  22. DIRECTOR COMPENSATION

    On the date of the 2023 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. Stock Ownership Guidelines for Non-Management Directors We have established stock ownership guidelines to help ensure that the interests of executive officers and directors align with those of our company. In accordance with our stock ownership guidelines, 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). Non-management directors have five years from the later of (i) the date we instituted our stock ownership guidelines for non-management directors and (ii) their initial election to the Board of Directors, to meet their target stock ownership requirements. Our ESG Committee monitors for compliance with these stock ownership guidelines. Our full stock ownership guidelines are available on our corporate website at https://www.ziffdavis.com/esg-policies. All of our non-management directors were in compliance with these guidelines. Anti-Hedging and Anti-Pledging Policy All of our directors are subject to our Securities Trading Policy which, among other things, prohibits such directors from entering into short sales or hedging or pledging shares of our common stock. For a more detailed description of our Securities Trading Policy, see “Components of Our Executive Compensation Program—Prohibitions on Hedging and Pledging Transactions” below.

  23. DIRECTOR COMPENSATION

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  24. DIRECTOR COMPENSATION

    2023 Director Compensation The following table contains information with respect to the compensation of Ziff Davis’ non-management directors for the fiscal year ended December 31, 2023.

  25. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Sarah Fay | 165,000 | 199,943 | 364,943 | | Jana Barsten(3) | 11,666 | 199,983 | 211,649 | | Trace Harris | 70,000 | 199,943 | 269,943 | | William Brian Kretzmer | 95,000 | 199,943 | 294,943 | | Kirk McDonald(3) | 5,833 | 199,950 | 205,783 | | Jonathan Miller(4) | 46,666 | 199,943 | 246,609 | | Neville Ray(5) | 0 | 0 | 0 | | Scott C. Taylor | 85,000 | 199,943 | 284,943 |

  26. DIRECTOR COMPENSATION

    (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 2023. 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 assurance that the ASC 718 amount will ever be realized. Assumptions used in the calculation of these amounts for awards granted in 2023 are included in Note 15, “Stock Options and Employee Stock Purchase Plan” to the audited financial statements for the fiscal year ended December 31, 2023, included in Ziff Davis’ Annual Report on Form 10-K filed with the SEC on February 26, 2024. (2)Mses. Fay and Harris and Messrs. Kretzmer and Taylor each had unvested restricted stock units totaling 3,013 shares of Ziff Davis common stock outstanding at December 31, 2023. Ms. Barsten had unvested restricted stock units totaling 3,347 shares of Ziff Davis common stock outstanding at fiscal year end. Mr. McDonald had unvested restricted stock units totaling 3,030 shares of Ziff Davis common stock outstanding at fiscal year end. (3)Ms. Barsten and Mr. McDonald joined the Board of Directors in 2023, and their fees earned or paid in cash are pro-rated for their service in 2023. (4)Mr. Miller served as a Board member until his resignation on September 25, 2023. (5)Mr. Ray did not serve on the Board of Directors in 2023.

  27. DIRECTOR COMPENSATION

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  28. Stockholder-Friendly Features of Our Executive Compensation Program

    | What we do: | What we do NOT do: | | ✓ Annual incentives directly tied to our Adjusted Net Income which is related to our profitability; | ✖No annual guaranteed salary increases, guaranteed annual cash incentives, or guaranteed equity compensation; | | ✓ Substantial portion of total compensation in the form of long-term equity awards; | ✖No repricing of underwater stock options; | | ✓ Long-term PSU awards directly tied to (i) stock price performance for 2023 and (ii) returns generated for our stockholders as measured by relative TSR for 2024; | ✖No excessive perquisites; | | ✓ Stock ownership guidelines for executive officers and directors, supplemented with an anti-hedging policy; | ✖No hedging transactions, short sales, or pledging of our common stock permitted for any employee, including executive officers; | | ✓ Independent compensation committee to fairly administer executive compensation program; | ✖No tax gross-ups on perquisites, severance, or change in control payments; | | ✓ Clawback policy to recover incentive compensation in certain circumstances; | ✖No executive pensions or additional benefit accruals under nonqualified executive retirement programs; and | | ✓ Ongoing shareholder outreach by our Board and management to solicit feedback on compensation and governance; | ✖No quarterly dividends paid on unvested equity awards or unearned PSU awards. | | ✓ Independent compensation consultant provides input into the Committee’s compensation determinations; and | | | ✓ Peer group reviews conducted annually by our Committee to ensure the ongoing relevance of peers. | |

  29. Compensation Consultant and Peer Group

    Compensation Consultant and Peer Group The Compensation Committee considers from time to time the market compensation of similarly-situated executives at other companies and periodically purchases third-party compensation surveys or engages third-party compensation consultants to assist in providing comparative compensation data. In fiscal 2023, the Compensation Committee engaged FW Cook to prepare a competitive analysis of the Company’s current executive compensation programs that addressed Ziff Davis on a consolidated basis (the “2023 Compensation Report”). Specifically, our Compensation Committee worked with FW Cook 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 FW Cook (the “Peer Group”). The Peer Group was comprised of the following companies that operated in the internet software and services industry:

  30. Compensation Consultant and Peer Group

    | 2023 Compensation Peer Group | | | | Angi Inc. | IAC Inc. | TechTarget, Inc. | | Cars.com Inc. | Jack Henry & Associates, Inc. | TripAdvisor, Inc. | | CoStar Group, Inc. | The New York Times Company | Tyler Technologies, Inc. | | Doximity, Inc. | Pinterest, Inc. | Yelp Inc. | | Gen Digital Inc. | Shutterstock, Inc. | Zillow Group, Inc. |

  31. Compensation Consultant and Peer Group

    The Peer Group’s trailing 12 months of revenue ranged from approximately $298 million to approximately $5.24 billion, with $1.892 billion representing approximately the 50th percentile. The 2023 Compensation Report was presented to the Compensation Committee in March 2023 and, alongside other factors, informed the Compensation Committee’s decisions with respect to executive compensation for fiscal 2023. The Compensation Committee recognizes that it is essential to receive objective advice from its external advisors. Consequently, the Compensation Committee was solely responsible for retaining and terminating FW Cook. FW Cook reported directly to the Compensation Committee and FW Cook did not provide any other material services to Ziff Davis during fiscal 2023.

  32. Compensation Consultant and Peer Group

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  33. Executive Compensation Program

    Executive Compensation Program In 2023, 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”).

  34. Executive Compensation Program

    | 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. | | Long-Term RSU Awards | 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. | | Long-Term PSU Awards | 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 2023 PSU awards vest if we achieve certain stock price levels and hold those levels for 20 out of 30 consecutive trading days. |

  35. Executive Compensation Program

    The process for determining bonuses under the Senior Management Bonus Program relies on the development of corporate financial targets as well as diversity, equity, and inclusion (“DEI”) and environmental, social, and governance (“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 DEI/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 2023 Ziff Davis, Inc. Executive Bonus Plan (the “2023 Executive Bonus Plan”), which is a component of the Senior Management Bonus Program, was approximately $307.2 million (the “2023 Goal”). The 2023 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 2023 Goal. Adjusted Net Income is calculated by taking Ziff Davis’ consolidated GAAP net income, adding back any non-cash compensation expense, non-recurring one-time charges, depreciation and amortization, and certain other non-GAAP adjustments, all items net of tax. If at least 85% of the 2023 Goal was achieved, the bonus pool for 2023 could be funded at between 0% and 185% of the target pool amount, depending on the actual percentage of the 2023 Goal achieved. The bonus pool for 2023 was capped at 185% if approximately $339.2 million or more of Adjusted Net Income was achieved. Under the Senior Management Bonus Program established for fiscal 2023, 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 $625,000, $325,000, and $200,000, respectively. 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 are 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 2023 Compensation Report. Once the bonus pool was funded, individual bonuses were to be established by evaluating each executive’s relative contribution to the success of Ziff Davis as a whole, as well as their success in meeting their individual objectives, if any. Individual bonus amounts were to be recommended by the Compensation Committee for approval by the Board of Directors. On March 6, 2024, the Compensation Committee recommended for approval by the Board of Directors, and the Board of Directors approved, funding the pool established under the 2023 Executive Bonus Plan (the “2023 Pool”) at the 54.4% level based upon the program formula. The below table displays the threshold, target, maximum and actual achievement with respect to the Company’s 2023 Executive Bonus Plan:

  36. Executive Compensation Program

    | Achievement Threshold % | Achievement Threshold Amount | Payout % | | 85% | $261,120,000 | 0% | | 89.5% | $274,950,000 | 30% | | 93.5% | $287,362,000 | 54.4% | | 100% | $307,200,000 | 100% | | 108.5% | $333,380,000 | 185% |

  37. Executive Compensation Program

    | Name | Target Bonus | Percent Target Bonus Achieved | Percent Target Bonus Paid | Bonus Payment | | Vivek Shah | $1,000,000 | 93.5% | 54.4% | $544,285 | | Bret Richter | $625,000 | 93.5% | 54.4% | $340,178 | | Jeremy D. Rossen | $325,000 | 93.5% | 54.4% | $176,893 | | Layth Taki | $200,000 | 93.5% | 54.4% | $108,857 |

  38. Executive Compensation Program

    | Year | Aggregate Target Bonus | Percent Annual Goal Achieved | Percent Target Bonus Achieved | Percent Bonus Paid | Aggregate Bonus Paid | | 2021 | $1,480,000 | 109.7% | 185.0% | 185.0% | $2,738,000 | | 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 |

  39. Executive Compensation Program

    In 2023, in further keeping with our commitment to ESG matters, and in consultation with the Environmental, Social, and Governance and Compensation Committees, we expanded the achievement criteria of this component of these bonus plans, such that they are based not only on achievement of the Company’s DEI objectives but also the achievement of the Company’s ESG objectives, including but not limited to our progress against carbon emissions and our focus on achieving and maintaining ambitious corporate governance standards. This combined DEI/ESG bonus remains a maximum of fifteen percent (15%) of the 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 DEI and ESG objectives. On March 6, 2024, the Board of Directors approved the Compensation Committee’s recommendation to award Messrs. Shah, Richter, Rossen and Taki DEI/ESG bonuses of $125,000, $78,125, $40,625 and $25,000 respectively. Long-Term Equity Incentive Compensation. We provide share-based, long-term compensation to our executive officers through our stockholder-approved 2015 Ziff Davis, Inc. Stock Option Plan (the “2015 Stock Plan”). The 2015 Stock Plan provides for a variety of stock and share-based awards, including stock options, 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. 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 Company’s 2015 Stock Option 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 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, 2024,

  40. Executive Compensation Program

    75% of the stock options, 62.5% of the PSAs, and 75% of RSAs under the Shah Equity Award had vested. As a result of the equity adjustments associated with the Consensus Spin-Off (i) 108,784 stock options, 163,181 PSAs, and 54,394 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 ago, and in order to provide appropriate incentives for Mr. Shah, the Compensation Committee awarded Mr. Shah 111,613 RSUs that vest in four equal installments on each of the four anniversaries of the date of grant. 55,807 RSUs from this grant remain unvested as of December 31, 2023. The Compensation Committee did not grant any equity awards to Mr. Shah during fiscal 2023. Long-Term Incentive Compensation for Other NEOs Since fiscal 2016, when the Compensation Committee adopted a policy pertaining to the vesting of restricted stock awards 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 four- or five-year vesting period, with awards vesting one-fourth or one-fifth, as applicable, on each of the first four or five anniversaries of the date of grant provided that the recipient is still employed by Ziff Davis at the applicable vesting date (“time vesting restricted shares”). 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 (“performance restricted shares”); provided that in the case of 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 PSAs and PSUs. In fiscal 2023, 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 one-fourth of such shares will vest at each such time as Ziff Davis common stock remains at or above the following stock price targets over the potential vesting period: $83.61, $89.85, $96.55, and $103.76; provided that such stock price target is maintained for a 20 out of 30 consecutive trading day period. The values for the RSUs are based on the grant date fair value of such awards and the values for the PSUs are based on the probable outcome of the performance conditions.

  41. Executive Compensation Program

    | 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 ($) | Dollar Value of Long-Term Equity Incentive Award Over Term ($) | | Vivek Shah | – | – | – | – | – | – | | Bret Richter | 14,782 | 1,035,697 | 14,781 | 1,149,962 | 2,185,659 | 546,415 | | Jeremy D. Rossen | 7,231 | 506,637 | 7,230 | 562,494 | 1,069,131 | 267,283 | | Layth Taki | 4,821 | 337,780 | 4,820 | 374,996 | 712,776 | 178,194 |

  42. Executive Compensation Program

    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, 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 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. Under Messrs. Richter’s and Rossen’s June 13, 2022 employment agreements and under Mr. Taki’s September 27, 2022 employment agreement, upon a Qualifying CIC Termination, Messrs. Richter, Rossen, or Taki, as applicable, shall be entitled to receive (i) a cash severance amount equal to two (2) times the sum of Messrs. Richter’s, Rossen’s, or Taki’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, Rossen’s, or Taki’s outstanding and unvested equity awards as of such termination shall be treated in accordance with the 2015 Stock Plan and the applicable award agreements thereunder. Upon a Qualifying Non-CIC Termination, Messrs. Richter, Rossen, or Taki, 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,

  43. Executive Compensation Program

    (iii) continued medical benefits for twelve (12) months and (iv) equity vesting benefits, whereby Messrs. Richter’s, Rossen’s or Taki’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, Rossen’s, or Taki’s, as the case may be, execution and non-revocation of a general release of claims in favor of the Company.

  44. Compensation Risk

    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 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 2023 Executive Bonus Program was capped at 185% of target for 2023.

  45. 2023 Summary Compensation Table

    2023 Summary Compensation Table The table below summarizes the total compensation earned by each of the named executive officers in 2021, 2022, and 2023.

  46. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(1) | All Other Compensation ($)(3) | Total ($) | | Vivek Shah President & Chief Executive Officer | 2023 | 1,000,000 | — | — | — | 669,285 | 26,604 | 1,695,889 | | | 2022 | 1,000,000 | — | — | — | 440,670 | 33,155 | 1,473,825 | | | 2021 | 1,000,000 | — | 13,514,102 | — | 1,925,000 | 30,009 | 16,469,111 | | Bret Richter Chief Financial Officer(4) | 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 | | | 2021 | — | — | — | — | — | — | — | | Jeremy D. Rossen Executive Vice President, General Counsel and Secretary | 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 | | | 2021 | 450,000 | 225,000 | 1,212,825 | — | 577,500 | 30,008 | 2,495,333 | | Layth Taki Chief Accounting Officer(5) | 2023 | 400,000 | — | 712,776 | — | 133,857 | 7,716 | 1,254,349 | | | 2022 | — | — | — | — | — | — | — | | | 2021 | — | — | — | — | — | — | — |

  47. 2023 Summary Compensation Table

    (1)Amounts reported in this column represent compensation earned in the year in which they were reported. Amounts reflect inclusion of DEI/ESG Bonus. (2)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 15, “Share-Based Compensation” to the audited financial statements for the fiscal year ended December 31, 2023, included in Ziff Davis’ Annual Report on Form 10-K filed with the SEC on February 26, 2024. Assuming the achievement of all performance conditions, the value of the 2023, 2022, and 2021 PSUs at the grant date would be: $1,150,040 (2023), and $1,000,053 (2022) for Mr. Richter; $562,572 (2023), $550,034 (2022), and $462,595 (2021) for Mr. Rossen; and $375,074 (2023) for Mr. Taki. (3)See “2023 All Other Compensation” table. (4)Mr. Richter was hired as Chief Financial Officer and became a named executive officer on January 3, 2022. (5)Mr. Taki was the Chief Accounting Officer in fiscal 2022 and became a named executive officer in fiscal 2023. Compensation amounts are for the full year 2023.

  48. 2023 Summary Compensation Table

    | | 53 |

  49. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table

  50. 2023 Grants of Plan-Based Awards Table

    | 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 (#) | 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 | 02/10/2023(2) | – | 1,000,000 | 2,000,000 | – | – | – | – | – | – | – | | Bret Richter | 01/01/2023 | – | 625,000 | 1,250,000 | – | – | – | – | – | – | – | | | 03/08/2023(2) | – | — | — | – | – | – | 29,563(3) | – | – | 2,185,659 | | Jeremy D. Rossen | 02/10/2023 | – | 325,000 | 650,000 | – | – | – | – | – | – | — | | | 03/08/2023(2) | – | — | — | – | – | – | 14,461(3) | – | – | 1,069,131 | | Layth Taki | 02/10/2023 | – | 200,000 | 400,000 | – | – | – | – | – | – | — | | | 03/08/2023(2) | – | — | — | – | – | – | 9,641(3) | – | – | 712,776 |

  51. 2023 Grants of Plan-Based Awards Table

    (1)The 2023 Executive Bonus Plan was funded because more than 85% of the 2023 Goal ($261,120,000 of Adjusted Net Income) was achieved, as more fully described in the “Compensation Discussion and Analysis – Incentive Cash Compensation” above. If 85% or

  52. 2023 Grants of Plan-Based Awards Table

    | | 54 |

  53. 2023 Grants of Plan-Based Awards Table

    less of the 2023 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 2023 Executive Bonus Plan. (2)These amounts were calculated based on each named executive officer’s contribution to the bonus pool under the 2023 Executive Bonus Plan. Although these amounts serve as a baseline for individual bonus awards, individual bonuses are granted at the discretion of the Compensation Committee in accordance with the methodology outlined under “Compensation Discussion and Analysis – Incentive Cash Compensation” above. (3)On the date of grant, 50% of this award is an RSU and vests in four equal installments on each anniversary of the grant date, with the first installment vesting on March 8, 2024, provided that the recipient is still employed by Ziff Davis at the applicable vesting date, and 50% of this award is a PSU and vests with respect to one-fourth of such shares at each such time as Ziff Davis common stock remains at or above the following stock prices for at least 20 trading days in any 30 consecutive trading day period: $83.61, $89.85, $96.55 and $103.76, provided, with respect to this second 50%, that (a) no such shares shall vest prior to the first anniversary of the date of grant and (b) the recipient is still employed by Ziff Davis at the applicable vesting date. (4)The grant date fair value of each equity award was computed in accordance with FASB ASC Topic 718.

  54. 2023 Grants of Plan-Based Awards Table

    | | 55 |

  55. Outstanding Equity Awards at Fiscal Year-End 2023

    Outstanding Equity Awards at Fiscal Year-End 2023 The following table provides information on the holdings of equity awards by the named executive officers as of December 31, 2023.

  56. Outstanding Equity Awards at Fiscal Year-End 2023

    | | 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 | 271,959 | 163,176 | – | 68.97 | 1/1/2028(2) | 273,382(3) | 18,368,537 | – | – | | Bret Richter | – | – | – | – | – | 49,780(4) | 3,344,178 | – | – | | Jeremy D. Rossen | – | – | – | – | – | 33,387(5) | 2,243,273 | – | – | | Layth Taki | – | – | – | – | – | 21,055(6) | 1,414,685 | – | – |

  57. Outstanding Equity Awards at Fiscal Year-End 2023

    (1) The market value is determined by multiplying the number of shares by $67.19, the closing trading price of Ziff Davis common stock on the Nasdaq Global Select Market (“Nasdaq”) on December 29, 2023, the last trading day of the fiscal year. (2) The option was 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 option becomes fully vested on January 1, 2026. (3) Consists of the unvested restricted stock with respect to the following RSAs, RSUs and PSAs: (a) 54,394 remaining RSAs granted on January 1, 2018 that vest ratably over eight years, initially vesting on January 1, 2019; (b) 163,181 remaining PSAs granted on January 1, 2018 that vest based on specified stock price targets of the Company’s common stock; and (c) 55,807 remaining RSUs granted on November 21, 2021 that vest ratably over four years, initially vesting on November, 21, 2022. (4) Consists of the unvested restricted stock with respect to the following PSUs and RSUs: (a) 10,148 remaining RSUs granted on January 1, 2022 that vest ratably over four years, initially vesting on January 1, 2023; (b) 14,781 remaining RSUs granted on March 8, 2023 that vest ratably over four years, initially vesting on March 8, 2024; (c) 10,069 remaining PSUs granted on March 3, 2022 that vest based on specified stock price targets of the Company’s common stock; and (d) 14,782 remaining PSUs granted on March 8, 2023 hat vest based on specified stock price targets of the Company’s common stock. (5) Consists of the unvested restricted stock with respect to the following RSAs, RSUs and PSUs: (a) 990 remaining RSAs granted on March 13, 2019 that vest ratably over five years, initially vesting on March 13, 2020; (b) 1,912 remaining RSUs granted on March 6, 2020 that vest ratably over five years, initially vesting on March 6, 2021; (c) 382 remaining RSUs granted on March 13, 2020 that vest ratably over five years, initially vesting on March 13, 2021; (e) 2,222 remaining RSUs granted on March 3, 2021 that vest ratably over four years, initially vesting on March 3, 2022; (f) 2,222 remaining PSUs granted on March 3, 2021 that vest based on specified stock price targets of the Company’s common stock; (g) 1,507 remaining RSUs granted on November 20, 2021 that vest ratably over four years, initially vesting on November 20, 2022; (h) 5,538 remaining PSUs granted on March 3, 2022 that vest based on specified stock price targets of the Company’s common stock; (i) 4,153

  58. Outstanding Equity Awards at Fiscal Year-End 2023

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  59. Outstanding Equity Awards at Fiscal Year-End 2023

    remaining RSUs granted on March 3, 2022 that vest ratably over four years, initially vesting on March 3, 2023; (j) 7,230 remaining RSUs granted on March 8, 2023 that vest ratably over four years, initially vesting on March 8, 2024; and (k) 7,231 remaining PSUs granted on March 8, 2023 that vest based on specified stock price targets of the Company’s common stock. (6) Consists of the unvested restricted stock with respect to the following RSAs, RSUs and PSUs: (a) 8,189 remaining RSUs granted on September 27, 2022 that vest ratably over four years, initially vesting on September 27, 2023; (b) 3,225 remaining RSUs granted on September 27, 2022 that vest ratably over four years, initially vesting on September 27, 2023; (c) 4,820 remaining RSUs granted on March 8, 2023 that vest ratably over four years, initially vesting on March 8, 2024; and (d) 4,821 remaining PSUs granted on March 8, 2023 that vest based on specified stock price targets of the Company’s common stock.

  60. Option Exercises and Stock Vested in 2023

    Option Exercises and Stock Vested in 2023 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, 2023.

  61. Option Exercises and Stock Vested in 2023

    | 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 | 3,966,094 | | Bret Richter | – | – | 5,073 | 401,274 | | Jeremy D. Rossen | – | – | 6,348 | 472,933 | | Layth Taki | – | – | 3,804 | 243,874 |

  62. Potential Payments Upon Termination or Change in Control

    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, 2023 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.”

  63. Potential Payments Upon Termination or Change in Control

    | 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) | 30,757 | 30,757 | — | — | | Equity Vesting(4) | — | 12,886,504 | 5,482,099 | 9,231,772 | | Total | 5,030,757 | 19,917,261 | 5,482,099 | 10,231,772 | | Bret Richter | | | | | | Cash Severance(1) | 1,250,000 | 2,500,000 | — | — | | Pro-Rated Bonus(2) | 625,000 | 625,000 | — | 625,000 | | Medical Benefits(3) | 20,504 | 20,504 | — | — | | Equity Vesting(4) | 340,922 | 3,685,640 | — | 2,015,902 | | Total | 2,236,426 | 6,831,145 | — | 2,640,902 | | Jeremy D. Rossen | | | | | | Cash Severance(1) | 825,000 | 1,650,000 | — | — | | Pro-Rated Bonus(2) | 325,000 | 325,000 | — | 325,000 | | Medical Benefits(3) | 20,504 | 20,504 | — | — | | Equity Vesting(4) | 483,320 | 2,243,273 | 66,518 | 1,236,027 | | Total | 1,653,735 | 4,238,777 | 66,518 | 1,561,027 | | Layth Taki | | | | | | Cash Severance(1) | 600,000 | 1,200,000 | — | — | | Pro-Rated Bonus(2) | 200,000 | 200,000 | — | 200,000 | | Medical Benefits(3) | 1,931 | 1,931 | — | — | | Equity Vesting(4) | 336,555 | 1,414,685 | — | 1,090,762 | | Total | 1,138,485 | 2,816,616 | — | 1,290,762 |

  64. Potential Payments Upon Termination or Change in Control

    (1) If the named executive officer’s employment is terminated by Ziff Davis without “cause” or by the executive for “good reason” (as such 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, Rossen and Taki) 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 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

  65. Potential Payments Upon Termination or Change in Control

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  66. Potential Payments Upon Termination or Change in Control

    two times (in the case of Messrs. Richter and Rossen) 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) (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 $67.19, which is the closing price of Ziff Davis common stock on the Nasdaq on December 29, 2023. With respect to Qualifying Termination, (i) the amounts represent the value that Messrs. Richter, Rossen, and Taki would have realized as of December 31, 2023 from the acceleration of certain unvested RSUs and RSAs, and (ii) Messrs. Richter, Rossen and Taki’s unvested PSUs would remain eligible to vest for a period of twelve months from the termination date. 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, 2023 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, Rossen and Taki represent the value that Messrs. Richter, Rossen and Taki would have realized as of December 31, 2023 from the acceleration of any unvested PSUs, RSUs and RSAs. With respect to Retirement, the amounts represent the value that Messrs. Shah and Rossen would have realized as of December 31, 2023 from the acceleration of certain unvested RSAs. With respect to death or disability, the amounts represent the value that Messrs. Shah, Richter, Rossen and Taki would have realized as of December 31, 2023 from the acceleration of unvested RSUs and RSAs. Any unvested PSUs and PSAs held by Messrs. Shah, Richter, Rossen and Taki 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, 2023. .

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  68. Pay Ratio Disclosure

    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): $74,464 Mr. Shah, our CEO, annual total compensation: $1,695,889 Ratio of CEO to median employee compensation: 22.7:1 Background As of December 31, 2023, the Company had 4,155 employed persons. In determining the median employee, the Company prepared a listing of all employees as of December 31, 2023 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.

  69. Pay Ratio Disclosure

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  70. Pay Versus Performance

    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.

  71. Pay Versus Performance

    | 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) | | 2023 | 1,695,889 | (6,885,661) | 2,107,889 | 1,595,428 | 82.49 | 130.27 | 41,503 | 287,362 | | 2022 | 1,473,825 | (16,696,645) | 2,234,411 | 1,110,152 | 97.10 | 80.69 | 63,757 | 312,585 | | 2021 | 16,469,111 | 35,814,433 | 2,458,189 | 1,901,309 | 136.09 | 153.90 | 496,714 | 413,128 | | 2020 | 2,256,423 | 5,364,042 | 2,513,595 | 2,616,551 | 104.25 | 162.21 | 150,668 | 381,885 |

  72. Pay Versus Performance

    (1) The chief executive officer (CEO) and non-CEO named executive officers (NEOs) reflected in the above table reflect the following:

  73. Pay Versus Performance

    | Year | CEO | Non-CEO NEOs | | 2023 | Vivek Shah | Bret Richter, Jeremy D. Rossen, Layth Taki | | 2022 | Vivek Shah | Steve Dunn, Bret Richter, Jeremy D. Rossen | | 2021 | Vivek Shah | Steve Dunn, Jeremy D. Rossen, Scott Turicchi | | 2020 | Vivek Shah | Steve Dunn, Jeremy D. Rossen, Scott Turicchi |

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  75. Pay Versus Performance

    (2) Compensation Actually Paid (“CAP”) is calculated as follows:

  76. Pay Versus Performance

    | Reconciliation of Summary Compensation Totals and Compensation Actually Paid | | 2023 | | 2022 | | 2021 | | 2020 | | | | | CEO ($) | Average Non-CEO NEOs ($) | CEO ($) | Average Non-CEO NEOs ($) | CEO ($) | Average Non-CEO NEOs ($) | CEO ($) | Average Non-CEO NEOs ($) | | Summary Compensation Table Total | | 1,695,889 | 2,107,889 | 1,473,825 | 2,234,411 | 16,469,111 | 2,458,189 | 2,256,423 | 2,513,595 | | (a) | -Stock and Option Awards | — | 1,322,522 | — | 1,564,788 | 13,514,102 | 1,570,822 | — | 1,405,520 | | (b) | + Year End Fair Value of Equity Awards Granted in the Applicable Year | — | 1,098,673 | — | 1,001,372 | 16,120,692 | 743,802 | — | 1,581,858 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End | (8,189,234) | (259,874) | (17,470,107) | (162,552) | 8,121,417 | 69,704 | 3,145,554 | 157,197 | | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | (392,316) | (28,738) | (700,363) | (67,881) | 7,771,537 | 1,433,407 | (37,935) | (230,579) | | | - 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 | | — | — | 330,410 | — | 1,236,915 | — | — | | | + Awards Granted and Vested in Current Year, Valued as of Vest Date | — | — | — | — | 845,778 | 3,944 | — | — | | | + Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | — | — | — | — | — | — | — | — | | Compensation Actually Paid | | (6,885,661) | 1,595,428 | (16,696,645) | 1,110,152 | 35,814,433 | 1,901,309 | 5,364,042 | 2,616,551 |

  77. Pay Versus Performance

    (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 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

  78. Pay Versus Performance

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  79. Pay Versus Performance

    $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 (Nasdaq Internet Index) 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, 2023. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 2020. (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, gain (loss) on sale of a business, unrealized and realized gain (loss) on short-term investments, 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.

  80. Pay Versus Performance

    | | 63 |

  81. Pay Versus Performance

    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 the most important measure in determining Compensation Actually Paid.

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  83. Pay Versus Performance

    Required Tabular Disclosure of Most Important Measures to Determine FY2023 CAP The items listed below represent the most important metrics we used to determine “Compensation Actually Paid” for the Fiscal Year ended 2023. The performance measures included in this table are not ranked by relative importance.

  84. Pay Versus Performance

    | Most Important Performance Measures | | Adjusted Net Income | | Performance stock unit (PSU) stock price targets |

  85. Pay Versus Performance

    The most important performance measures that impact our CEO’s and NEOs’ compensation are (1) Adjusted Net Income, and (2) PSU stock price targets. Adjusted net income is calculated by taking Ziff Davis’ consolidated GAAP net income, adding back any non-cash compensation expense, non-recurring one-time charges, depreciation and amortization, and certain other non-GAAP adjustments, all items net of tax. PSUs granted to our CEO and NEOs require Ziff Davis common stock to remain at or above set stock price targets for at least 20 trading days in any 30 consecutive trading day period before restrictions on the PSUs lapse.

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