DEF 14A of Ziff Davis, Inc., Mar 27, 2025

DEF 14A of Ziff Davis, Inc.

Filed Mar 27, 2025 · FY20240001084048-25-000028

Open on EDGAR

  1. Biographies

    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.

  2. Biographies

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  3. Biographies

    | | 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. | |

  4. Biographies

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  5. Biographies

    | | 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. Biographies

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  7. Biographies

    | | 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. | |

  8. Biographies

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  9. Biographies

    | | 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. | |

  10. Biographies

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  11. Biographies

    | | 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. | |

  12. Biographies

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  13. Biographies

    | | 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. | |

  14. Biographies

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  15. Biographies

    | | 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. | |

  16. Biographies

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  17. Biographies

    | | 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. | |

  18. Biographies

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  19. Director Compensation

    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.

  20. Director Compensation

    | 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 |

  21. Director Compensation

    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.

  22. Director Compensation

    | 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 |

  23. 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 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

  24. Director Compensation

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  25. Director Compensation

    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.

  26. Director Compensation

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  27. Compensation Discussion and Analysis

    | Principle | Objectives | How We Achieved These Objectives | | Attract, Retain, and Motivate Highly Qualified Executive Officers | Attract Talent | Because our business is highly competitive and relies on the talents and efforts of our executive officers, our compensation program is designed to allow us to attract the most talented people who are committed to the long-term success of our company. | | | Retain and Motivate Talent | Our success drives the compensation realized by our executive officers, both in the form of increased incentive compensation paid as well as through the potential future appreciation of the company’s stock price, which affects a significant portion of our executive officers’ annual incentive compensation. | | Align Employees with Shareholders | Foster Equity Ownership | We use equity ownership to directly align the interests of our executive officers with those of our shareholders in creating long-term shareholder value. A significant portion of annual incentives is paid in restricted shares of our common stock, and each executive officer is subject to our stock ownership guidelines that require them to hold a specified multiple of their base salary in the value of shares of our company stock, while they are an executive officer. | | Pay for Performance | Drive Shareholder Returns | The vesting of approximately 50% of the equity awards granted to our executive officers is tied to the performance of our common stock. In 2024, we redesigned our performance equity award program and rather than receiving awards with vesting based on maintaining our stock price levels, our executive officers were granted PSU awards which vest if we achieve certain levels of relative total shareholder return (“TSR”) over a three-year performance period. Vesting is based on meeting relative TSR threshold levels of performance at the end of the three-year performance period; if the threshold is not met, the PSU is forfeited. However, during the initial two-year transition period beginning in 2024, the vesting of certain of the PSUs will be based on meeting relative TSR levels over less than a three-year performance period to ensure our named executive officers do not see a significant gap in annual compensation as we move from one-year targeted vesting to the three-year relative TSR program. | | | Drive Profitability | The annual incentive compensation paid to our named executive officers is based on our annual Adjusted Net Income. | | Align Risk and Reward | Foster Balanced Risk-Taking | We use a mix of compensation components—base salary, annual incentives, and long-term incentives—to create an environment that encourages increased profitability for the Company. We seek to balance base incentive compensation to complement our annual and longer-term business objectives and strategies and encourage the fulfillment of those objectives and strategies through executive officer performance. We also have a clawback policy that allows the Company to recover incentive compensation under certain circumstances. |

  28. Compensation Discussion and Analysis

    | What we do: | What we do NOT do: | | ✓ Annual cash 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 and (ii) returns generated for our stockholders as measured by relative TSR; | ✖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 | ✖No "spring-loaded" equity awards, which take advantage of material non-public information to enhance the value awarded to recipients. | | ✓ Peer group reviews conducted annually by our Compensation Committee to ensure the ongoing relevance of peers. | |

  29. Compensation Discussion and Analysis

    Compensation Consultant and Peer Group The Compensation Committee considers from time to time the market compensation of similarly-situated executives at other companies. To do this, the Compensation Committee periodically purchases third-party compensation surveys or engages independent third-party compensation consultants to assist in providing comparative compensation data. In fiscal 2024, the Compensation Committee engaged Compensia to prepare a competitive analysis of the Company’s current executive compensation programs (the “2024 Compensation Report”). Specifically, our Compensation Committee worked with Compensia to review competitive market data and analysis, including information about current market practices and trends, compensation structures, and compensation ranges of a comparison group selected and proposed by Compensia (the “Peer Group”). The Peer Group was comprised of the following companies:

  30. Compensation Discussion and Analysis

    | 2024 Compensation Peer Group | | | | Angi Inc. | Match Group, Inc. | TripAdvisor, Inc. | | Bumble Inc. | RingCentral, Inc. | Yelp Inc. | | Cars.com | Shutterstock | Zillow Group, Inc. | | Doximity, Inc. | Smartsheet Inc. | ZoomInfo Technologies Inc. | | IAC Inc. | TechTarget, Inc. | | | Jack Henry & Associates, Inc. | The New York Times Company | |

  31. Compensation Discussion and Analysis

    Executive Compensation Program In 2024, similar to prior years, our named executive officers’ compensation consisted primarily of four elements, namely, base salary, annual incentive cash compensation, long-term restricted stock units (“RSUs”), and long-term performance stock units (“PSUs”).

  32. Compensation Discussion and Analysis

    | 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 2024 PSU awards vest if we achieve certain levels of relative total shareholder return over a three-year performance period. |

  33. Compensation Discussion and Analysis

    The process for determining bonuses under the Senior Management Bonus Program relies on the development of corporate financial targets as well as ESG-related targets. In addition, individual goals and objectives may be set for each program participant except the President and Chief Executive Officer and the Chief Financial Officer, who bear ultimate responsibility for achievement of the corporate financial targets and the budget, provided that the President and Chief Executive Officer and Chief Financial Officer also participate in our ESG bonus described below. The financial objectives are generally in alignment with Ziff Davis’ budget for the year, which is used as a basis for Ziff Davis’ public disclosures regarding its expected annual financial performance. Any individual goals and objectives are designed to help Ziff Davis achieve its financial goals. The corporate financial objectives are recommended by the Compensation Committee for approval by the Board of Directors. Executive Bonus Plan The target Adjusted Net Income in respect of the 2024 Ziff Davis, Inc. Executive Bonus Plan (the “2024 Executive Bonus Plan”), which is a component of the Senior Management Bonus Program, was $310,864,856 (the “2024 Goal”). The 2024 Executive Bonus Plan provided that the bonus pool would be “funded” only if Ziff Davis achieved at least a minimum of more than 85% of the 2024 Goal. If at least 85% of the 2024 Goal was achieved, the bonus pool for 2024 could be funded at between 0% and 185% of the target pool amount, depending on the actual percentage of the 2024 Goal achieved. The bonus pool for 2024 was capped at 185% if $337,288,369 million or more of Adjusted Net Income was achieved. Under the Senior Management Bonus Program established for fiscal 2024, Ziff Davis established a “bonus pool” based upon an aggregate of specified percentages of the base salary or a set bonus target for each participating employee. For Mr. Shah, the “target” bonus percentage was 100% of his base salary. For Messrs. Richter, Rossen and Taki, the “target” bonuses were $750,000, $325,000, and $200,000 respectively (Ms. Tansley was not eligible for an annual bonus for 2024; Mr. Taki resigned in 2024 and forfeited eligibility for an annual bonus for 2024). These percentages and amounts were determined based on the named executive officers’ relative level of responsibility, size and complexity of their role, past contributions to Ziff Davis’ performance, and expected contributions to Ziff Davis’ future success. They were also based on the executive’s articulated goals and objectives, as well as the market compensation of similarly situated executives at other companies, as reflected in third-party compensation surveys, including the 2024 Compensation Report. On March 5, 2025, the Compensation Committee recommended for approval by the Board of Directors, and the Board of Directors approved, funding the pool established under the 2024 Executive Bonus Plan (the “2024 Pool”) at the 62% level based upon the program formula. The below table displays the threshold, target, maximum and actual achievement with respect to the 2024 Executive Bonus Plan:

  34. Compensation Discussion and Analysis

    | Achievement Threshold % | Achievement Threshold Amount ($) | Payout % | | 85% | 264,235,128 | 0% | | 89.5% | 278,224,046 | 30% | | 94.7% | 294,461,002 | 62% | | 100% | 310,864,856 | 100% | | 108.5% | 337,288,369 | 185% |

  35. Compensation Discussion and Analysis

    | Name | Target Bonus ($) | Percent Target Bonus Achieved | Percent Target Bonus Paid | Bonus Payment ($) | | Vivek Shah | 1,000,000 | 62% | 62% | 620,000 | | Bret Richter | 750,000 | 62% | 62% | 465,000 | | Jeremy D. Rossen | 325,000 | 62% | 62% | 201,500 |

  36. Compensation Discussion and Analysis

    | Year | Aggregate Target Bonus ($) | Percent Annual Goal Achieved | Percent Target Bonus Achieved | Percent Target Bonus Paid | Aggregate Bonus Paid ($) | | 2022 | 2,087,841 | 93.7% | 36.6% | 36.6% | 764,150 | | 2023 | 2,150,000 | 93.5% | 54.4% | 54.4% | 1,170,213 | | 2024 | 2,075,000 | 94.7% | 62.0% | 62.0% | 1,286,500 |

  37. Compensation Discussion and Analysis

    ESG Bonus Our senior executives, including our named executive officers, include in their bonus plans an ESG component. The bonus represents a maximum of fifteen percent (15%) of an individual’s then current bonus target amount. The Compensation Committee, in consultation with the Environmental, Social, and Governance Committee, was responsible for assessing the Company’s performance with respect to these objectives. On March 5, 2025, the Board of Directors approved the Compensation Committee’s recommendation to award Messrs. Shah, Richter and Rossen ESG bonuses of $100,000, $75,000, and $32,500 respectively for 2024. Beginning in 2025, in response to shareholder feedback, the ESG Bonus will be based on company achievement relative to standards set by the Climate Disclosure Project, MSCI, ISS, the S&P Corporate Sustainability Assessment, and Sustainalytics. Long-Term Equity Incentive Compensation. We provide share-based, long-term compensation to our executive officers through our stockholder-approved 2024 Ziff Davis Equity Incentive Plan (the “2024 Stock Plan”). The 2024 Stock Plan provides for a variety of stock and share-based awards, including stock options, stock appreciation rights, time-based restricted stock awards (“RSAs”) and RSUs, each of which vests over a period determined by the Compensation Committee, as well as performance-based restricted stock awards (“PSAs”) and PSUs that are earned based on the Company’s achievement of performance measures established by the Compensation Committee. We believe that these awards create a powerful link between the creation of stockholder value and executive pay delivered. Outstanding equity awards granted prior to the approval of the 2024 Stock Plan at the 2024 Annual Meeting were granted pursuant to the 2015 Ziff Davis, Inc. Stock Option Plan (the “2015 Stock Plan”). In general, the Compensation Committee determines the appropriate size of stock-based compensation awards by evaluating the relative importance of the contributions of each executive and the expected future value of each award over the vesting period. The Compensation Committee also takes into account from time to time information provided by third-party compensation surveys that provide market compensation data of similarly-situated executives at similar companies. This process is designed to achieve the proper balance between incentivizing and retaining the services of our executive officers and other key employees, while continuing to preserve stockholder value. CEO Long-Term Equity Incentive Compensation In connection with his appointment as Chief Executive Officer of the Company, Mr. Shah was awarded an upfront long-term equity award, effective January 1, 2018 under the 2015 Stock Plan consisting of 400,000 stock options, 400,000 PSAs, and 200,000 RSAs (the “Shah Equity Award”) to incentivize Mr. Shah during his tenure as Chief Executive Officer. The Compensation Committee used numerous factors, including benchmarking materials and the work of independent third-party compensation consultants, to determine the Shah Equity Award and decided that a primarily performance-based award over an eight-year time frame was an appropriate long-term incentive award for the Company’s new Chief Executive Officer. The exercise price of the stock options under the Shah Equity Award was equal to $75.03, the fair market value of a share of Company common stock on January 1, 2018. The stock options and RSAs vest in eight equal installments on each of the eight anniversaries of January 1, 2018 (the “Shah Grant Date”). The PSAs were set to vest in one-eighth increments only if the Company’s common stock price remained at or above the following eight stock prices for at least 20 trading days in any 30 consecutive trading day period and the average closing price for such 30 day period is equal to or exceeds such stock price threshold: $83.93, $93.88, $105.01, $117.47, $131.40, $146.98, $164.41 and $183.90; provided that no PSAs vested before the second anniversary of the Shah Grant Date. The stock price thresholds with respect to Mr. Shah’s PSAs were based on the compounded annual growth rate in the Company’s common stock price from the date of its initial public offering until the Shah Grant Date, as applied to each of the eight successive stock price thresholds. As of January 1, 2025, 87.5% of the stock options, 62.5% of the PSAs, and 87.5% of RSAs under the Shah Equity Award had vested. As a

  38. Compensation Discussion and Analysis

    result of the equity adjustments associated with the Consensus Spin-Off (i) 108,784 stock options, 163,181 PSAs, and 27,194 RSAs remain unvested under the Shah Equity Award, (ii) the exercise price of the stock options under the Shah Equity Award was adjusted to $68.97, and (iii) the stock price targets for the three remaining tranches of the PSA under the Shah Equity Award were adjusted to $125.57, $143.00, and $162.49, respectively. On November 20, 2021, in light of the Company’s strong performance, the fact that Mr. Shah’s last equity grant was nearly four years prior, and in order to provide appropriate incentives for Mr. Shah, the Compensation Committee awarded Mr. Shah 111,613 RSUs pursuant to the 2015 Stock Plan, which vest in four equal installments on each of the four anniversaries of the date of grant. 27,904 RSUs from this grant remain unvested as of December 31, 2024. On March 6, 2024, the Compensation Committee issued 71,023 RSUs and 71,023 PSUs to Mr. Shah pursuant to the 2015 Stock Plan. The RSUs vest ratably over a three-year vesting period on each of the first three anniversaries of the date of grant, generally subject to Mr. Shah’s continued employment through the applicable vesting date. The PSUs vest over a three fiscal year performance period, with 15%, 35% and 50% of the target number of PSUs granted vesting shortly following each of the first, second and third performance years, respectively, based on the achievement of pre-established relative TSR goals and generally subject to Mr. Shah’s continued employment through the end of the applicable performance year. The Compensation Committee determined that it was appropriate to make this award in light of the fact that the Shah Equity Award was in its seventh year of its eight year term and there has only been one additional equity grant to him during that period. In addition, the Compensation Committee believed it appropriate to begin layering in regular equity grants that align our CEO’s compensation with that of the balance of the management team. The Compensation Committee further determined that the size of the award was appropriate as it was in the 50th and 75th percentile of peers. Long-Term Incentive Compensation for Other NEOs Since fiscal 2016, when the Compensation Committee adopted a policy pertaining to the vesting of RSAs issued to senior executive officers, including the named executive officers, the Company has been granting long-term equity-based awards in the form of RSAs, RSUs, PSAs and PSUs. The RSAs and RSUs vest ratably over a three-, four- or five-year vesting period, with awards vesting one-third, one-fourth or one-fifth, as applicable, on each of the first three, four or five anniversaries of the date of grant provided that the recipient is still employed by Ziff Davis at the applicable vesting date. With respect to awards granted prior to 2024, the PSAs and PSUs vest with respect to one-fourth or one-fifth, as applicable, of such shares at such time as Ziff Davis common stock remains at or above specified stock prices for a specified number of trading days (“Pre-2024 Performance Restricted Shares”); provided that in the case of Pre-2024 Performance Restricted Shares (x) no such shares shall vest prior to the first anniversary of the date of grant, whether or not any stock price condition is satisfied prior to such time and (y) the recipient is still employed by Ziff Davis at the applicable vesting date. The recipients have a total of eight years to achieve any performance targets with respect to the Pre-2024 Performance Restricted Shares. With respect to awards granted beginning in 2024, PSU awards are designed to vest if Ziff Davis achieves certain levels of relative TSR over one or more performance periods within three years from the date of grant. In fiscal 2024, the Compensation Committee issued RSUs and PSUs to the named executive officers as provided in the below table. With respect to the PSUs, the Board of Directors determined that the PSU awards will vest if Ziff Davis achieves certain levels of relative TSR. To ensure Ziff Davis' named executive officers do not see a significant gap in annual compensation as Ziff Davis moves from one-year targeted vesting to the three-year relative TSR program, 15% of the 2024 PSU award is eligible to vest after a one-year performance period, 35% of the 2024 PSU award is eligible to vest after a two-year performance period, and the remaining 50% of the 2024 PSU award is eligible to vest after a three-year performance period. The values for the RSUs are based on the grant date fair

  39. Compensation Discussion and Analysis

    | Name | Number of Performance Based Restricted Stock Units (#) | Dollar Value of Performance Based Restricted Stock Units ($) | Number of Time Based Restricted Stock Units (#) | Dollar Value of Time Based Restricted Stock Units ($) | Dollar Value of Total Long-Term Equity Incentive Award ($) | | Vivek Shah | 71,023 | 6,191,039 | 71,023 | 4,750,018 | 10,941,058 | | Bret Richter | 26,167 | 2,280,946 | 41,119 | 2,750,039 | 5,031,003 | | Jeremy D. Rossen | 9,906 | 863,501 | 9,906 | 662,513 | 1,526,014 | | Layth Taki | 6,729 | 586,564 | 6,728 | 449,969 | 1,036,532 | | Lori Tansley | — | — | — | 250,038 | 250,038 |

  40. Compensation Discussion and Analysis

    Employee Stock Purchase Plan. Ziff Davis offers all of its employees, including Ziff Davis’ named executive officers, the opportunity to purchase Ziff Davis’ common stock through a tax-qualified employee stock purchase plan (“ESPP”). Under the ESPP, eligible employees can withhold up to 15% of their earnings, up to certain maximums, to be used to purchase shares of Ziff Davis’ common stock at certain plan-defined dates. The price of Ziff Davis common stock purchased under the ESPP for the offering periods is equal to 85% of the lesser of its fair market value at the beginning or the end of the offering period. Other Compensation. Ziff Davis’ executive officers are entitled to participate in Ziff Davis’ health, vision, dental, life, and disability insurance plans, Ziff Davis’ innovation and patent award program and Ziff Davis’ tax-qualified 401(k) plan, to the same extent as Ziff Davis’ other employees. Change in Control and Severance Arrangements. In 2022 and, with respect to Ms. Tansley, in 2024, Ziff Davis entered into employment agreements with named executive officers that provide for certain change of control and severance benefits, as set forth below. Pursuant to their employment agreements and equity award agreements, our named executive officers are eligible to receive benefits (1) in the event of certain qualifying terminations of employment in connection with a change in control and (2) upon their disability or death. The amount of benefits will vary based on the reason for the termination. Under the terms of Mr. Shah’s June 13, 2022 employment agreement (the “Shah Employment Agreement”), if Mr. Shah’s employment with the Company is terminated by the Company other than for “cause” (as defined in the Shah Employment Agreement), or by Mr. Shah for “good reason” (as defined in the Shah Employment Agreement) and such termination is within three (3) months prior to or within two (2) years following a “change in control” of the Company (as defined in the Shah Employment Agreement) (a “Qualifying CIC Termination”), then Mr. Shah shall be entitled to receive (i) a cash severance amount equal to three (3) times the sum of Mr. Shah’s then current base salary and target annual bonus, payable in a lump sum, (ii) a pro rata bonus payment based on actual performance for the year of termination, (iii) continued medical benefits for eighteen (18) months and (iv) equity vesting benefits, whereby Mr. Shah’s outstanding and unvested equity awards as of such termination shall be treated in accordance with the 2015 Stock Plan or 2024 Stock Plan, as applicable, and the applicable award agreements thereunder. Upon a termination without “cause” or for “good reason,” not in connection with a “change in control” (a “Qualifying Non-CIC Termination”), Mr. Shah shall be entitled to receive (i) a cash severance amount equal to two (2) times the sum of his then current base salary and target annual bonus, payable in equal installments over a period of twelve (12) months in accordance with the Company’s standard payroll procedures, (ii) a pro rata bonus payment based on actual performance for the year of termination and (iii) continued medical benefits for eighteen (18) months. The foregoing severance benefits are subject to Mr. Shah’s execution and non-revocation of a general release of claims in favor of the Company. Mr. Shah is

  41. Compensation Discussion and Analysis

    subject to certain non-solicitation restrictions while employed and for one year after termination of employment. In addition, he is subject to confidentiality and non-disparagement restrictions. Under Messrs. Richter’s and Rossen’s June 13, 2022 employment agreements and under Ms. Tansley's November 21, 2024 employment agreement, upon a Qualifying CIC Termination, Messrs. Richter or Rossen or Ms. Tansley, as applicable, shall be entitled to receive (i) a cash severance amount equal to two (2) times the sum of Messrs. Richter’s or Rossen’s or Ms. Tansley's then current base salary and target annual bonus, payable in a lump sum, (ii) a pro rata bonus payment based on actual performance for the year of termination, (iii) continued medical benefits for eighteen (18) months and (iv) equity vesting benefits, whereby Messrs. Richter’s or Rossen’s or Ms. Tansley's outstanding and unvested equity awards as of such termination shall be treated in accordance with the 2015 Stock Plan or 2024 Stock Plan, as applicable, and the applicable award agreements thereunder. Upon a Qualifying Non-CIC Termination, Messrs. Richter or Rossen or Ms. Tansley, as the case may be, shall be entitled to receive (i) a cash severance amount equal to one (1) times the sum of his then current base salary and target annual bonus, payable in equal installments over a period of twelve (12) months in accordance with the Company’s standard payroll procedures, (ii) a pro rata bonus payment based on actual performance for the year of termination, (iii) continued medical benefits for twelve (12) months and (iv) equity vesting benefits, whereby Messrs. Richter’s or Rossen’s or Ms. Tansley's outstanding and unvested time-based awards that would have vested during the twelve (12) month period following the executive’s termination date shall vest in full and the executive’s then outstanding and unvested performance-based equity awards will remain outstanding and eligible to vest during the twelve (12) months following the applicable termination date. The foregoing severance benefits are subject to Messrs. Richter’s, or Rossen’s or Ms. Tansley's, as the case may be, execution and non-revocation of a general release of claims in favor of the Company. Prior to his termination of employment, Mr. Taki was subject to an employment agreement with the Company and did not receive any payment or benefits upon the termination of this benefits, other than as required by applicable law. Each of Messrs. Richter and Rossen and Ms. Tansley are subject to certain non-compete and non-solicitation restrictions while employed and for six months after termination of employment. In addition, each of Messrs. Richter and Rossen and Ms. Tansley are subject to confidentiality and non-disparagement restrictions. Equity Grant Timing Practices The Compensation Committee grants long-term incentive awards to executive officers and other employees pursuant to the 2024 Stock Plan on hire, annually, and occasionally outside of the annual grant cycle under special circumstances. The Compensation Committee did not take material nonpublic information into account when determining the timing and terms of equity awards granted in fiscal 2024, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2024, the Company did not grant any stock options, SARs, or similar awards.

  42. 2024 Summary Compensation Table

    2024 Summary Compensation Table The table below summarizes the total compensation earned by each of the named executive officers in 2022, 2023, and 2024.

  43. 2024 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($)) | Stock Awards ($)(1) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($)(2) | All Other Compensation ($)(3) | Total ($) | | Vivek Shah President & Chief Executive Officer | 2024 | 1,000,000 | — | 10,941,058 | — | 720,000 | 32,312 | 12,693,370 | | | 2023 | 1,000,000 | — | — | — | 669,285 | 26,604 | 1,695,889 | | | 2022 | 1,000,000 | — | — | — | 440,670 | 33,155 | 1,473,825 | | Bret Richter Chief Financial Officer(4) | 2024 | 750,000 | — | 5,031,003 | — | 540,000 | 32,312 | 6,353,315 | | | 2023 | 625,000 | — | 2,185,659 | — | 418,303 | 26,604 | 3,255,566 | | | 2022 | 625,000 | — | 3,127,039 | — | 275,419 | 33,155 | 4,060,613 | | Jeremy D. Rossen Executive Vice President, General Counsel and Secretary | 2024 | 500,000 | — | 1,526,014 | — | 234,000 | 32,312 | 2,292,326 | | | 2023 | 500,000 | — | 1,069,131 | — | 217,518 | 27,104 | 1,813,753 | | | 2022 | 475,000 | — | 1,032,364 | — | 132,201 | 33,134 | 1,672,699 | | Layth Taki, Former Chief Accounting Officer(5) | 2024 | 259,115 | — | 1,036,532 | — | — | 6,900 | 1,302,547 | | | 2023 | 420,000 | — | 712,776 | — | 133,857 | 7,716 | 1,274,349 | | | 2022 | — | — | — | — | — | — | — | | Lori Tansley Chief Accounting Officer(6) | 2024 | 33,333 | — | 250,038 | — | — | 1,343 | 284,714 | | | 2023 | — | — | — | — | — | — | — | | | 2022 | — | — | — | — | — | — | — |

  44. 2024 Summary Compensation Table

    (1)These amounts represent the grant date fair value under ASC 718 for RSUs granted and report a grant date value for the PSUs based upon a Monte-Carlo simulation model, which simulated the present value of the potential outcomes of future stock prices over the performance period. There can be no assurance that the ASC 718 amount will ever be realized. Assumptions used in the calculation of these amounts for RSUs and PSUs granted are included in Note 14, “Share-Based Compensation” to the audited financial statements for the fiscal year ended December 31, 2024, included in Ziff Davis’ Annual Report on Form 10-K filed with the SEC on February 25, 2025. Assuming the achievement of all performance conditions, the value of the 2024, 2023, and 2022 PSUs at the grant date would be: $6,191,039 (2024) for Mr. Shah; $2,280,964 (2024), $1,150,040 (2023) and $877,136 (2022) for Mr. Richter; $863,501 (2024), $562,572 (2023) and $482,429 (2022) for Mr. Rossen; and $586,684 (2024) and $375,074 (2023) for Mr. Taki. Ms. Tansley began her employment in December 2024 and did not receive any performance awards in any of these years.Amounts reported in this column represent compensation earned in the year in which they were reported. Amounts reflect inclusion of ESG Bonus. (2)See “2024 All Other Compensation” table. (3)Mr. Richter began employment as Chief Financial Officer, and became a named executive officer, on January 3, 2022. (4)Mr. Taki was the Chief Accounting Officer in fiscal 2022 and became a named executive officer in fiscal 2023. Mr. Taki resigned in 2024. Compensation amounts are for the full year in 2023. (5)Ms. Tansley began employment as Chief Accounting Officer, and became a named executive officer, on December 2, 2024.

  45. 2024 Summary Compensation Table

    | | 46 |

  46. 2024 Grants of Plan-Based Awards

    2024 Grants of Plan-Based Awards

  47. 2024 Grants of Plan-Based Awards

    | Name | Grant Date | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#)(3) | All Other Option Awards: Number of Securities Underlying Options (#) | Exercise or Base Price of Option Awards ($ / Sh) | Grant Date Fair Value of Stock and Option Awards($)(4) | | | | Threshold(1) ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Vivek Shah | 02/13/2024(2) | – | 1,000,000 | 2,000,000 | – | – | – | – | – | – | – | | | 03/06/2024 | – | – | – | 35,512 | 71,023 | 142,046 | – | – | – | 6,191,039 | | | 03/06/2024 | – | – | – | – | – | – | 71,023 | – | – | 4,750,018 | | Bret Richter | 02/13/2024(2) | – | 750,000 | 1,500,000 | – | – | – | – | – | – | – | | | 03/06/2024 | – | – | – | 13,084 | 26,167 | 52,334 | – | – | – | 2,280,964 | | | 03/06/2024 | – | – | – | – | – | – | 41,119 | – | – | 2,750,039 | | Jeremy D. Rossen | 02/13/2024(2) | – | 325,000 | 650,000 | – | – | – | – | – | – | – | | | 03/06/2024 | – | – | – | 4,953 | 9,906 | 19,812 | – | – | – | 863,501 | | | 03/06/2024 | – | – | – | – | – | – | 9,906 | – | – | 662,513 | | Layth Taki | 02/13/2024(2) | – | 200,000 | 400,000 | – | – | – | – | – | – | – | | | 03/06/2024 | – | – | – | 3,365 | 6,729 | 13,458 | – | – | – | 586,564 | | | 03/06/2024 | – | – | – | – | – | – | 6,728 | – | – | 449,969 | | Lori Tansley | 12/02/2024 | – | – | – | – | – | – | 4,168 | – | – | 250,038 |

  48. 2024 Grants of Plan-Based Awards

    (1)The 2024 Executive Bonus Plan was funded because more than $264,235,128 of Adjusted Net Income (i.e., more than 85% of the 2024 Goal) was achieved, as more fully described in the “Compensation Discussion and Analysis – Incentive Cash Compensation” above. If 85% or less of the 2024 Goal were achieved, the bonus pool would not have been funded at all and the named executive officers would not have received any bonus under the 2024 Executive Bonus Plan. (2)These amounts were calculated based on each named executive officer’s contribution to the bonus pool under the 2024 Executive Bonus Plan. (3)With respect to Ms. Tansley's stock award and with respect to 14,953 shares of Mr. Richter's stock award, 100% of the awards are RSUs. Ms. Tansley’s award generally vests in three equal installments on each anniversary of the grant date and Mr. Richter’s award generally vests on the first anniversary of the grant date, in each case, provided that the recipient is still employed by Ziff Davis at the applicable vesting date. With respect to the remaining shares of Mr. Richter's stock award, and with respect to all other stock awards in the table, 50% of the grant consists of RSUs that vest in three equal installments on each anniversary of the grant date, with the first installment vesting on March 6, 2025, provided that the recipient is still employed by Ziff Davis at the applicable vesting date. The other 50% of the grant consists of PSUs that vest if Ziff Davis achieves certain levels of relative total shareholder returns (“TSR”). 15% of the granted PSUs are eligible to vest based on the results of a one-year performance period, 35% of the PSUs are eligible to vest based on the results of a two-year performance period, and the remaining 50% of the PSUs are eligible to vest based on the results of a three-year performance period. (4)The grant date fair value of each equity award was computed in accordance with FASB ASC Topic 718.

  49. 2024 Grants of Plan-Based Awards

    | | 47 |

  50. Outstanding Equity Awards at Fiscal Year-End 2024

    Outstanding Equity Awards at Fiscal Year-End 2024 The following table provides information on the holdings of equity awards by the named executive officers as of December 31, 2024.

  51. Outstanding Equity Awards at Fiscal Year-End 2024

    | | Option Awards | | | | | Stock Awards | | | | | Name | Number of Securities Underlying Unexercised Options (#) | Number of Securities Underlying Unexercised Options (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#) | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested(1) ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | | Exercisable | Unexercisable | | | | | | | | | Vivek Shah | 326,351 | 108,784 | – | 68.97 | 1/1/2028(2) | 153.321(3) | 8,331,463 | 234,204(7) | 12,726,645 | | Bret Richter | – | – | – | – | – | 62,353(4) | 3,388,262 | 51,018(8) | 2,772,318 | | Jeremy D. Rossen | – | – | – | – | – | 21,110(5) | 1,147,117 | 24,897(9) | 1,352,903 | | Layth Taki | – | – | – | – | – | – | – | – | – | | Lori Tansley | – | – | – | – | – | 4,168(6) | 226,489 | – | – |

  52. Outstanding Equity Awards at Fiscal Year-End 2024

    (1) The market value is determined by multiplying the number of shares by $54.34, the closing trading price of Ziff Davis common stock on the Nasdaq Global Select Market (“Nasdaq”) on December 31, 2024, the last trading day of the fiscal year. (2) The options were granted on January 1, 2018. The option vests and becomes exercisable in eight equal annual installments. The first installment vested on January 1, 2019. The options become fully vested on January 1, 2026. (3) Consists of the unvested restricted stock with respect to the following RSAs and RSUs: (a) 54,394 remaining RSAs granted on January 1, 2018 that vest ratably over eight years, initially vesting on January 1, 2019; (b) 27,904 remaining RSUs granted on November 21, 2021 that vest ratably over four years, initially vesting on November, 21, 2022; and (c) 71,023 remaining RSUs granted on March 6, 2024 that vest ratably over three years, initially vesting on March 6, 2025. (4) Consists of the unvested restricted stock with respect to the following RSUs: (a) 10,148 remaining RSUs granted on January 1, 2022 that vest ratably over four years, initially vesting on January 1, 2023; (b) 11,086 remaining RSUs granted on March 8, 2023 that vest ratably over four years, initially vesting on March 8, 2024; (c) 14,953 remaining RSUs granted on March 6, 2024 that vest after one year, on March 6, 2025; and (d) 26,166 remaining RSUs granted on March 6, 2024 that vest ratably over three years, initially vesting on March 6, 2025. (5) Consists of the unvested restricted stock with respect to the following RSUs: (a) 956 remaining RSUs granted on March 6, 2020 that vest ratably over five years, initially vesting on March 6, 2021; (b) 191 remaining RSUs granted on March 13, 2020 that vest ratably over five years, initially vesting on March 13, 2021; (c) 1,111 remaining RSUs granted on March 3, 2021 that vest ratably over four years, initially vesting on March 3, 2022; (d) 754 remaining RSUs granted on November 20, 2021 that vest ratably over four years, initially vesting on November 20, 2022; (e) 2,769 remaining RSUs granted on March 3, 2022 that vest ratably over four years, initially vesting on March 3, 2023; and (f) 5,423 remaining RSUs

  53. Outstanding Equity Awards at Fiscal Year-End 2024

    | | 48 |

  54. Outstanding Equity Awards at Fiscal Year-End 2024

    granted on March 8, 2023 that vest ratably over four years, initially vesting on March 8, 2024; (g) 9,906 remaining RSUs granted on March 6, 2024 that vest ratably over three years, initially vesting on March 6, 2025. (6) Consists of 4,168 remaining RSUs granted on December 2, 2024 that vest ratably over three years, initially vesting on December 2, 2025. (7) Consists of the unvested restricted stock with respect to the following PSAs and PSUs: (a) 163,181 remaining PSAs granted on January 1, 2018 that vest based on specified stock price targets of the Company’s common stock; (b) 71,023 remaining PSUs that vest if Ziff Davis achieves certain levels of relative TSR over certain performance periods within three years from the date of grant. (8) Consists of the unvested restricted stock with respect to the following PSUs: (a) 10,069 remaining PSUs granted on March 3, 2022 that vest based on specified stock price targets of the Company’s common stock; (b) 14,782 remaining PSUs granted on March 8, 2023 that vest based on specified stock price targets of the Company’s common stock; and (c) 26,167 remaining PSUs that vest if Ziff Davis achieves certain levels of relative TSR over certain performance periods within three years from the date of grant. (9) Consists of the unvested restricted stock with respect to the following PSUs: (a) 2,222 remaining PSUs granted on March 3, 2021 that vest based on specified stock price targets of the Company’s common stock; (b) 5,538 remaining PSUs granted on March 3, 2022 that vest based on specified stock price targets of the Company’s common stock; (c) 7,231 remaining PSUs granted on March 8, 2023 that vest based on specified stock price targets of the Company’s common stock; and (d) 9,906 remaining PSUs that vest if Ziff Davis achieves certain levels of relative TSR over certain performance periods within three years from the date of grant.

  55. Outstanding Equity Awards at Fiscal Year-End 2024

    | | 49 |

  56. Option Exercises and Stock Vested in 2024

    Option Exercises and Stock Vested in 2024 The following table sets forth certain information with respect to stock options exercised and vested stock awards by Ziff Davis’ executive officers during the fiscal year ended December 31, 2024.

  57. Option Exercises and Stock Vested in 2024

    | Name | Option Awards | | Stock Awards | | | | Number of Shares Acquired on Exercise(#) | Value Realized on Exercise($) | Number of Shares Acquired on Vesting(#) | Value Realized on Vesting($) | | Vivek Shah | – | – | 55,100 | 3,423,976 | | Bret Richter | – | – | 8,769 | 587,637 | | Jeremy D. Rossen | – | – | 7,192 | 477,888 | | Layth Taki | – | – | 1,205 | 80,458 | | Lori Tansley | – | – | – | – |

  58. Option Exercises and Stock Vested in 2024

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  59. 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, 2024 of the estimated benefits our named executive officers would receive upon certain terminations. Although the calculations are intended to provide reasonable estimates of the potential benefits, they are based on numerous assumptions and may not represent the actual amount an executive would receive if an eligible termination event were to occur. Ziff Davis has provided change of control and severance arrangements to certain of its executive officers, as summarized above in the section “Components of Our Executive Compensation Program—Change in Control and Severance Arrangements.”

  60. 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) | 38,118 | 38,118 | — | — | | Equity Vesting(4) | 4,596,183 | 11,866,117 | 2,955,770 | 8,331,463 | | Total | 9,634,301 | 18,904,235 | 2,955,770 | 9,331,463 | | Bret Richter | | | | | | Cash Severance(1) | 1,500,000 | 3,000,000 | — | — | | Pro-Rated Bonus(2) | 750,000 | 750,000 | — | 750,000 | | Medical Benefits(3) | 25,412 | 25,412 | — | — | | Equity Vesting(4) | 1,879,268 | 4,951,950 | — | 3,888,262 | | Total | 4,154,680 | 8,727,362 | — | 4,138,262 | | Jeremy D. Rossen | | | | | | Cash Severance(1) | 825,000 | 1,650,000 | — | — | | Pro-Rated Bonus(2) | 325,000 | 325,000 | — | 325,000 | | Medical Benefits(3) | 25,412 | 25,412 | — | — | | Equity Vesting(4) | 560,488 | 2,042,423 | — | 1,147,117 | | Total | 1,735,900 | 4,042,835 | — | 1,472,117 | | Lori Tansley | | | | | | Cash Severance(1) | 400,000 | 800,000 | — | — | | Pro-Rated Bonus(2) | — | — | — | — | | Medical Benefits(3) | 1,343 | 1,343 | — | — | | Equity Vesting(4) | 75,478 | 226,489 | — | 226,489 | | Total | 476,821 | 1,027,832 | — | 226,489 | | Layth Taki(5) | | | | | | Total | — | — | — | — |

  61. 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 each term is defined in the executive’s employment agreement) (a “Qualifying Termination”), the executive is entitled to two times (in the case of Mr. Shah) or one times (in the case of Messrs. Richter and Rossen and Ms. Tansley) the sum of the executive’s then current (x) base salary, and (y) target annual bonus, payable in equal installments over a period of 12 months. If a Qualifying Termination occurs (a) within three

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  63. Potential Payments Upon Termination or Change in Control

    months prior to and is in connection with a “change in control” or within two years following a “change in control” (a “Qualifying CIC Termination”), three times (in the case of Mr. Shah) or two times (in the case of Messrs. Richter and Rossen and Ms. Tansley) the executive’s then current: (x) base salary, and (y) target annual bonus, payable in a lump sum no later than 60 days after the termination date. (2) Represents 100% of the annual bonus target, however, potential payment would reflect a pro-rated bonus for the year of termination based on actual performance, which will be in a lump sum when bonuses are paid to the Company’s other executive officers. (3) Represents the amounts payable in respect of medical benefits to each named executive officer upon a Qualifying Termination for 18 months (in the case of Mr. Shah) or 12 months (in the case of Messrs. Richter and Rossen and Ms. Tansley) (provided that in the event of Qualifying CIC Termination, such benefits will be provided for 18 months to all named executive officers) following the termination date. (4) Equity vesting amounts in this table are calculated by multiplying the number of shares vesting by $54.34, which is the closing price of Ziff Davis common stock on the Nasdaq on December 31, 2024. With respect to Qualifying Termination, (i) the amounts represent the value that Messrs. Richter and Rossen and Ms. Tansley would have realized as of December 31, 2024 from the acceleration of certain unvested RSUs and RSAs, and (ii) Messrs. Richter and Rossen and Ms. Tansley's unvested PSUs granted prior to 2024 would remain eligible to vest for a period of twelve months from the termination date, while unvested PSUs granted in 2024 would vest with respect to the applicable achievement rate of the first performance period for such PSUs. With respect to a Qualifying Termination in Connection with a Change in Control, (i) the amount for Mr. Shah represents the value that Mr. Shah would have realized as of December 31, 2024 from the acceleration of unvested RSAs and RSUs, as well as the vesting of his next tranche of PSAs in respect of the Shah Equity Award, and (ii) the amounts for Messrs. Richter and Rossen and Ms. Tansley represent the value that they would have realized as of December 31, 2024 from the accelerated vesting of certain unvested PSUs and RSUs in accordance with the terms of the applicable grant agreements. With respect to Retirement, the amounts represent the value that Mr. Shah would have realized as of December 31, 2024 from the accelerated vesting of certain unvested RSAs. With respect to death or disability, the amounts represent the value that Messrs. Shah, Richter and Rossen and Ms. Tansley would have realized as of December 31, 2024 from the acceleration of unvested RSUs and RSAs. Any unvested PSUs and PSAs held by Messrs. Shah, Richter and Rossen and Ms. Tansley would remain eligible to vest for a period of thirty-six months following the date of termination. The values provided for Mr. Shah does not include acceleration of unvested stock options, as Mr. Shah’s stock options were out-of-the-money as of December 31, 2024. (5) Mr. Taki’s employment with Ziff Davis terminated as of August 16, 2024, and Mr. Taki did not receive any separation benefits as a result of his resignation.

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  65. 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.

  66. 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) | | 2024 | 12,693,370 | 5,197,615 | 2,558,225 | 1,185,529 | 66.71 | 149.37 | 63,047 | 294,461 | | 2023 | 1,695,889 | (6,885,661) | 2,107,889 | 1,595,428 | 82.49 | 128.14 | 41,503 | 287,362 | | 2022 | 1,473,825 | (16,696,645) | 2,234,411 | 1,110,152 | 97.10 | 109.59 | 63,757 | 312,585 | | 2021 | 16,469,111 | 35,814,433 | 2,458,189 | 1,901,309 | 136.09 | 137.74 | 496,714 | 413,128 | | 2020 | 2,256,423 | 5,364,042 | 2,513,595 | 2,616,551 | 104.25 | 119.96 | 150,668 | 381,885 |

  67. Pay Versus Performance

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

  68. Pay Versus Performance

    | Year | CEO | Non-CEO NEOs | | 2024 | Vivek Shah | Bret Richter, Jeremy D. Rossen, Layth Taki, Lori Tansley | | 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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  70. Pay Versus Performance

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

  71. Pay Versus Performance

    | | 2024 | | 2023 | | 2022 | | 2021 | | 2020 | | | | CEO ($) | Average Non-CEO NEOs ($) | CEO ($) | Average Non-CEO NEOs ($) | CEO ($) | Average Non-CEO NEOs ($) | CEO ($) | Average Non-CEO NEOs ($) | CEO ($) | Average Non-CEO NEOs ($) | | Summary Compensation Table | 12,693,370 | 2,558,225 | 1,695,889 | 2,107,889 | 1,473,825 | 2,234,411 | 16,469,111 | 2,458,189 | 2,256,423 | 2,513,595 | | - Stock and Option Awards(a) | 10,941,058 | 1,960,897 | — | 1,322,522 | — | 1,564,788 | 13,514,102 | 1,570,822 | — | 1,405,520 | | + Year End Fair Value of Equity Awards Granted in the Applicable Year(b) | 7,268,494 | 1,182,673 | — | 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(b) | (3,544,998) | (273,103) | (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(b) | (278,193) | (1,850) | (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(b) | — | 319,519 | — | — | — | 330,410 | — | 1,236,915 | — | — | | + Awards Granted and Vested in Current Year, Valued as of Vest Date(b) | — | — | — | — | — | — | 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(b) | — | — | — | — | — | — | — | — | — | — | | Compensation Actually Paid | 5,197,615 | 1,185,529 | (6,885,661) | 1,595,428 | (16,696,645) | 1,110,152 | 35,814,433 | 1,901,309 | 5,364,042 | 2,616,551 |

  72. 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

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  74. Pay Versus Performance

    common shareholders received a dividend of one CCSI share for every three shares of Ziff Davis common stock. Therefore, the value of this dividend for each Ziff Davis common shareholder was $18.68 per share based on the October 7, 2021 Consensus share price of $56.04 ($56.04 / 3 = $18.68). For purposes of calculating the Ziff Davis total return, we assume that the value of the Consensus shares issued to the Ziff Davis shareholder at the time of the separation (1.376 shares x $18.68 = $25.70) was reinvested into Ziff Davis common stock at the ex-dividend price of Ziff Davis common stock ($124.21), resulting in ownership of an additional 0.21 shares of Ziff Davis common stock. (4) Peer Group TSR reflects the Company’s peer group (Russell 2000) as reflected in our Annual Report on the Form 10-K pursuant to Item 201(e) of Regulation S-K for the fiscal year ended December 31, 2024. Each year reflects what the cumulative value of $100 would be, including the reinvestment of dividends, if such amount were invested on December 31, 2019. (5) Adjusted Net Income at target used for the determination of the Executive Bonus Plan (“Target Adjusted Net Income”) is a non-GAAP financial measure and is defined as net income, adjusted for certain interest costs, gain (loss) on debt extinguishment, net gain (loss) on sale of a business, gain (loss) on investments, net income (loss) from equity method investments, amortization of patents and intangible assets that we acquired, share-based compensation expense, acquisition, integration, and other costs, disposal related costs associated with the disposition of certain businesses, lease asset impairments and other charges, and goodwill impairment. Further, Target Adjusted Net Income includes income (loss) from continuing operations and income (loss) from discontinued operations. As noted in footnote 3, the Company spun off its cloud fax business, Consensus, in 2021. The spin-off was accounted for as a discontinued operation. The results of the cloud fax business are included in these figures for periods presented through the spin-off date on October 7, 2021.

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  76. 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 an important measure in determining Compensation Actually Paid.

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  78. Pay Versus Performance

    Required Tabular Disclosure of Most Important Measures to Determine FY2024 CAP The items listed below represent the most important metrics we used to determine “Compensation Actually Paid” for the Fiscal Year ended 2024. The performance measures included in this table are not ranked by relative importance.

  79. Pay Versus Performance

    | Most Important Performance Measures | Adjusted Net Income | | | PSU relative TSR achievement | | | PSU stock price target achievement |

  80. Pay Versus Performance

    The most important performance measures that impact our CEO’s and NEOs’ 2024 compensation are (1) Adjusted Net Income, (2) PSU relative TSR achievement, and (3) PSU stock price targets. Adjusted net income is defined as set forth in footnote 5 of the Pay Versus Performance table above. PSUs granted to our CEO and NEOs in or after 2024 vest if we achieve certain levels of relative TSR over a three-year performance period. Vesting is based on meeting relative TSR threshold levels of performance at the end of the three-year performance period; if the threshold is not met, the PSU is forfeited. However, during the initial two-year transition period beginning in 2024, the vesting of certain of the PSUs will be based on meeting relative TSR levels over less than a three-year performance period to ensure our named executive officers do not see a significant gap in annual compensation as we move from one-year targeted vesting to the three-year relative TSR program. PSUs granted to our CEO and NEOs prior to 2024 vest if Ziff Davis common stock remains at or above set stock price targets for at least 20 trading days in any 30 consecutive trading day period before the restrictions on the PSUs lapse.

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  82. 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): $81,093 Mr. Shah, our CEO, annual total compensation: $12,693,370 Ratio of CEO to median employee compensation: 156.5:1 Background As of December 31, 2024, the Company had 3,778 employees. In determining the median employee, the Company prepared a listing of all employees as of December 31, 2024 on an anonymous basis and included all income that was reportable to the applicable taxing authority in the jurisdiction in which each such employee was employed. For example, in the United States, the Company used each employee’s income reflected on Form W-2. The Company annualized the compensation of its permanent employees who were employed for less than the full year. We selected the median amount from this list. The pay ratio is a reasonable estimate calculated in a manner consistent with SEC rules based on our payroll and employment records and the methodology described above. The SEC rules for identifying the median compensated employee and calculating the pay ratio based on that employee’s annual total compensation allow companies to adopt a variety of methodologies, to apply certain exclusions and to make reasonable estimates and assumptions that reflect their compensation practices. As such, the pay ratio reported by other companies may not be comparable to the pay ratio reported above, as other companies may have different employment and compensation practices and may utilize different methodologies, exclusions, estimates, and assumptions in calculating their own pay ratios.

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  84. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS