DEF 14A of Ziff Davis, Inc., Mar 26, 2026

DEF 14A of Ziff Davis, Inc.

Filed Mar 26, 2026 · FY20250001084048-26-000016

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: 52 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 Pres., 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 ●Chair, 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: 63 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: 62 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: 60 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 ●Former director, Altair, 2016 to 2025 Private ●Director, Antoinette Media, 2024 to Present ●Director, USA Climbing, 2021 to Present ●Former Lead Independent Director and Audit Chair, Bungie, 2021 to 2022 ●Former Director, Anzu SPAC (now trading as Envoy, COCH), 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: 72 Director since: 2007 Committees: Audit; Compensation | | PROFESSIONAL EXPERIENCE ●Founder & CEO, Kretzmer Consulting, 2006 to Present ●Investor Partner/Chairman, 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: 59 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: 63 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: 61 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 2025, 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 2025, 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 2025 ($) | | Annual Restricted Stock Award | 250,000 | | 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 2025 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 $250,000 on the date of grant which fully vest on the first anniversary of the date of grant. The following table contains information with respect to the compensation of Ziff Davis’ non-management directors for the fiscal year ended December 31, 2025.

  22. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Sarah Fay | 150,000 | 249,972 | 399,972 | | Jana Barsten | 90,000 | 249,972 | 339,972 | | Trace Harris | 85,000 | 249,972 | 334,972 | | William Brian Kretzmer | 70,000 | 249,972 | 319,972 | | Kirk McDonald | 70,000 | 249,972 | 319,972 | | Neville Ray | 70,000 | 249,972 | 319,972 | | Scott C. Taylor | 85,000 | 249,972 | 334,972 |

  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 2025. 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 2025 are included in Note 14, “Share-Based Compensation” to the audited financial statements for the fiscal year ended December

  24. Director Compensation

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  25. Director Compensation

    31, 2025, included in Ziff Davis’ Annual Report on Form 10-K filed with the SEC on February 24, 2026. (2)Mses. Barsten, Fay and Harris and Messrs. Kretzmer, McDonald, Ray and Taylor each had unvested restricted stock units totaling 7,903 shares of Ziff Davis common stock outstanding as of December 31, 2025.

  26. Director Compensation

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  27. Compensation Discussion and Analysis

    | Investor Concern | Company Action | | Length of the Long-Term Incentive Performance Period | Company Action: 2026 PSUs will be eligible to vest after three years. Certain stockholders cited the short length of some of the performance periods of our 2024 and 2025 PSU awards. In 2024 our PSUs transitioned from an absolute stock price goal structure. To facilitate this transition without causing significant disruption to executives’ annual vesting values, our 2024 awards utilized a back-loaded vesting structure that employed three performance periods: 50% of the award is earned, if at all, based on our three-year relative TSR performance, 35% is earned based on our two-year relative TSR performance, and 15% based on our one-year relative TSR performance. Our 2025 awards were also designed in furtherance of this transition, with 85% of the award earned based on three-year relative TSR performance and 15% based on two-year relative TSR performance. Our 2026 PSU awards use a single three-year performance period for assessing performance. |

  28. Compensation Discussion and Analysis

    | Disclosure of Long-Term Incentive Performance Goals | Company Action: PSU performance is tied to clear TSR goals. Certain stockholders cited insufficient disclosure of our 2024 and 2025 PSU goals. We have enhanced our disclosure to clarify that our 2024 and 2025 PSUs provide for total shareholder return performance measurement relative to the Russell 2000 Index. For the performance periods, we must achieve 55th percentile performance in order to achieve target payout. See Executive Compensation Program – Long-Term Incentive Compensation for details regarding our threshold, target and maximum rTSR PSU goals. | | How Annual Incentive Compensation Is Determined | Company Action: Annual bonuses are based on quantitative metrics with no discretion Certain stockholders questioned the role that discretion played in our annual cash incentive award determination process. We believe this feedback was driven by misinterpretation of our prior year proxy disclosures, which resulted in a mischaracterization of our 2024 annual cash incentive program as largely discretionary by one proxy advisor. The Board and Compensation Committee establish quantitative metrics each year to determine annual incentive cash compensation and have not used any discretion with respect to such plan in over five years. In addition, executives are each granted specific financial target bonuses that require the Company to achieve a minimum threshold of its Adjusted Diluted Earnings Per Share goal for the year to pay out. The payouts for each executive reflect a percentage of their individual target, based on this financial performance scale that is quantified and predetermined. No discretion has been applied. See Executive Compensation Program - Annual Incentive Cash Compensation for details regarding our 2025 performance goals and actual performance for 2025. We also award bonuses based on the achievement of ESG objectives (up to a maximum of 15% of an executive’s then current bonus target amount). Starting in 2025, in response to shareholder feedback received in 2024, the Board based payouts on the achievement of quantitative scores from third parties, including the Climate Disclosure Project (CDP), MSCI, ISS, and Sustainalytics. | | Stock Ownership Guidelines Should Exclude Unvested Equity and Unexercised Options | Company Action: Stock ownership guidelines will now exclude unvested equity and continue to exclude unexercised options One proxy advisor questioned our inclusion of unvested performance equity in determining compliance with the Company's Stock Ownership Guidelines. The Company amended its stock ownership guidelines to exclude any unvested RSUs, RSAs, PSUs, and PSAs from its stock ownership calculations and amended its disclosures to describe this amendment. The Company further notes that unvested stock options were never included in the compliance calculations and the Company has enhanced its disclosure to ensure shareholders understand this point. | | CEO Equity Grant Cadence Has Been Inconsistent | Company Action: CEO grant cadence will be annual Certain stockholders raised questions regarding the 2024 equity grant to the CEO, noting that this grant occurred approximately nine months prior to the final vesting date of the CEO’s prior equity grants. The Board and Compensation Committee were intentional in their decision to commence annual equity grants to our CEO in 2024, notwithstanding that the performance vesting periods for our CEO's prior grants ran through to January 1, 2025. This decision was directly informed by shareholder sentiment following the grant of the prior awards. At that time, some shareholders expressed disfavor of the CEO’s front-loaded award structure. To avoid the need for an additional front-loaded award upon conclusion of the prior awards' vesting period to re-stake our CEO’s equity holdings—which was believed to be necessary to address the significant retention risk due to his lack of unvested equity runway and help ensure uninterrupted leadership—the Board proactively issued the 2024 grant to bridge the CEO to a market-standard annual grant cycle, harmonizing his compensation structure with the broader leadership team and providing long-term equity incentives that align executive and shareholder interests. The Board and compensation committee granted annual equity awards to our CEO again in 2025 and 2026. It did not grant a new front-loaded award upon completion of the prior awards' performance period and has no intention of doing so. | | Scope of the Company's Clawback Policy | Company Action: Clarify the scope of the clawback policy and that it applies to all NEOs Certain stockholders did not understand the scope of the Company's clawback policy. In response to shareholder feedback, the Company revised its disclosure to make it clear that the policy applies to all NEOs and includes all annual cash incentive compensation in addition to equity tied to performance. |

  29. Compensation Discussion and Analysis

    | Compensation Plan Structure | Company Action: Clarify the purpose of the design of the PSU performance metrics Certain stockholders questioned our use of a single performance metric for PSU awards and suggested inclusion of an additional financial or operational metric. The Board and Compensation Committee carefully considered this feedback and determined that the Company’s business strategy of frequent transactions—such as the recent agreement to sell its Connectivity division to Accenture—makes it unreasonably difficult to appropriately forecast future performance in the manner necessary to establish informed three-year financial or operational goals. The Board therefore reconfirmed its intention to align the PSU performance metrics to a percentile based comparison of the Company’s three year stock price performance to the performance of other publicly traded securities. | | Pay and Performance Alignment | Company Action: Our NEOs realized only 26% of their pay over the last three years Certain stockholders requested additional detail on how the Company's executive compensation is aligned with shareholder returns. The Company has revised its disclosure to provide enhanced information related to its compensation practices and program design. Executives’ annual pay opportunities are delivered predominantly in variable pay opportunities that are at risk based on achievement of defined performance objectives and/or our long-term stock price performance. Both our annual and long-term incentives are tied to challenging goals, and as noted above, our PSUs require outperformance relative to the Russell 2000 Index to achieve a target payout to ensure that executives’ pay outcomes are aligned with long-term shareholder value creation. Our NEOs’ pay outcomes further demonstrate the pay-for-performance alignment of our incentive programs: • Our NEOs realized only 26% of their total pay over the last three years (comparing compensation actually paid to summary compensation table values across all NEOs) • Our annual incentive cash compensation outcomes have ranged from approximately 51% to 62% of target over the last three fiscal years • 15% of our 2024 PSUs paid out at 54% of target for the one-year performance period that concluded on December 31, 2024 and 35% of these PSUs paid out at 0% of target for the two-year period that concluded on December 31, 2025 • Our CEO has earned 62.5% of the PSA award granted in 2018 |

  30. Compensation Discussion and Analysis

    Compensation 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 works with Compensia to develop a group of publicly traded companies as a benchmarking reference to help assess the competitiveness of the Company’s executive compensation program. This peer group is intended to provide a relevant market context for evaluating pay levels and compensation opportunities, and is reviewed periodically to ensure it continues to reflect the Company’s size, business profile, and competitive environment. In addition, we periodically purchase third-party compensation surveys to assist in providing comparative compensation data. In March 2025, the Compensation Committee approved the peer group used for fiscal 2025 compensation decisions. In November 2025, the Compensation Committee approved changing one peer in the peer group. The peer group used for 2025 changed significantly relative to 2024 to ensure that it continued to meet our selection criteria, comprised of quantitative and qualitative considerations, including: ●Relative size: Companies with revenue and market capitalization generally within a reasonable range of Ziff Davis, typically approximating 0.3x to 3.0x the Company’s revenue and 0.25x to 4.0x the Company’s market capitalization at the time of approval. The Company approximated the 55th percentile on the basis of revenue and the 50th percentile on the basis of market capitalization at the time of approval. ●Business profile: Companies operating in digital media, internet services, software, data, information services, or other technology-enabled businesses with comparable business models and competitive dynamics. ●Market comparability: Companies with similar operating complexity and executive talent requirements. ●Geographic focus: Companies headquartered in the United States.

  31. Compensation Discussion and Analysis

    | 2025 Compensation Peer Group | | | | Angi Inc. | IAC Inc. | Stride Inc. | | Bumble Inc. | LendingClub Corp. | New York Times Co. | | CarGurus Inc. | Match Group Inc. | Tripadvisor Inc. | | Cars.com Inc. | QuinStreet Inc. | Veradigm Inc. | | Frontdoor Inc. | RingCentral Inc. | Yelp Inc. | | Getty Images Holdings Inc. | Shutterstock Inc. | ZoomInfo Technologies Inc. | | GoodRx Holdings Inc. | Stagwell Inc. | |

  32. Compensation Discussion and Analysis

    Executive Compensation Program In 2025, our named executive officers’ compensation consisted primarily of base salary, annual incentive cash compensation, long-term restricted stock units and performance stock units.

  33. Compensation Discussion and Analysis

    Annual Incentive Cash Compensation Ziff Davis has established an executive bonus program for awarding annual cash bonuses to Ziff Davis’ senior executives, including the named executive officers. Guidelines under the program are established and reviewed annually and are designed to motivate and reward executives for the achievement of company-wide financial objectives and progress against key operational and strategic priorities. For fiscal 2025, the bonus program for each executive was primarily comprised of two parts: (1) an individual bonus target (“Financial Target Bonus"), the payout of which is based solely on the Company’s performance against corporate financial targets, and (2) an individual ESG-related bonus target (“ESG Target Bonus"), the payout of which is based solely on the Company’s achievement of quantified ESG-related objectives. The Compensation Committee recommends, and the Board of Directors approves, each Financial Target Bonus and ESG Target Bonus for members of the senior leadership team, as well as the corporate financial targets and ESG-related objectives used to determine the each bonus payment. For our NEOs, annual bonus outcomes are determined

  34. Compensation Discussion and Analysis

    exclusively based on these criteria. For certain other senior executives, their bonus payment criteria may also consider the financial achievement of the division the senior executive leads. Financial Target Bonus For fiscal 2025, the sole performance metric used to determine payments of the Financial Target Bonus was Adjusted Diluted Earnings Per Share. The target Adjusted Diluted Earnings Per Share for fiscal 2025 was $6.96 (the “2025 Financial Target”). No Financial Target Bonus would be awarded unless the Company achieved more than 90.4% of the 2025 Financial Target. If the Company achieved at least 90.4% of the 2025 Financial Target, the Financial Target Bonus would pay between 0% and 185% of the Financial Target Bonus amount, depending on the actual percentage of the 2025 Financial Target achieved. Payout of the Financial Target Bonus was capped at 185% if the Company achieved $7.77 or more of Adjusted Diluted Earnings Per Share. For Mr. Shah, the Compensation Committee set the Financial Target Bonus percentage as 100% of his base salary. For Messrs. Richter and Rossen and Ms. Tansley, the Compensation Committee set the Financial Target Bonus percentage as 100%, 65% and 50% of base salary, respectively. The Compensation Committee determined these percentages and amounts based on the named executive officers’ relative level of responsibility, the size and complexity of their role, their past contributions to Ziff Davis’ performance, and expected contributions to Ziff Davis’ future success. These target bonuses were also based on the market compensation of similarly situated executives at other companies. In fiscal 2025, the Company achieved Adjusted Diluted EPS of $6.63, representing achievement of 95.3% of the 2025 Financial Target and payout of 52.1% of the Financial Target Bonus. The below table displays the threshold, target, maximum and actual achievement with respect to the 2025 Financial Target.

  35. Compensation Discussion and Analysis

    | Adjusted Diluted Earnings Per Share Achievement | | | | % of 2025 Financial Target | Adjusted Diluted EPS Amount ($) | Payout % | | 90.4% | 6.29 | 0% | | 95.1% | 6.62 | 50% | | 95.3% | 6.63 | 52.1% | | 100% | 6.96 | 100% | | 111.6% | 7.77 | 185% |

  36. Compensation Discussion and Analysis

    Consistent with prior years, the Compensation Committee did not exercise discretion or recommend to the Board of Directors any changes to any individual's Financial Target Bonus. As such, on March 11, 2026, the Board of Directors approved the Compensation Committee’s recommendation to award the following payments to the named executive officers for their respective Financial Target Bonuses, based on the percent achievement of the 2025 Financial Target and corresponding payout of the Financial Target Bonus:

  37. Compensation Discussion and Analysis

    | Name | Financial Target Bonus ($) | Financial Target Achievement | Percent Financial Target Bonus Paid | Bonus Payment ($) | | Vivek Shah | 1,000,000 | 95.3% | 52.1% | 521,000 | | Bret Richter | 750,000 | 95.3% | 52.1% | 390,750 | | Jeremy D. Rossen | 325,000 | 95.3% | 52.1% | 169,325 | | Lori Tansley | 200,000 | 95.3% | 52.1% | 104,200 |

  38. Compensation Discussion and Analysis

    | Year | Aggregate Financial Target Bonus ($) | Financial Target Achievement | Percent Financial Target Bonus Achieved | Percent Financial Target Bonus Paid | Aggregate Financial Target Bonus Paid ($) | | 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 | | 2025 | 2,275,000 | 95.3% | 52.1% | 52.1% | 1,185,275 |

  39. Compensation Discussion and Analysis

    ESG Target Bonus For each of Messrs. Shah, Richter and Rossen, as well as Ms. Tansley, the Compensation Committee set the ESG Target Bonus maximum payout to be 15% of each participant's Financial Target Bonus. In response to shareholder feedback, for fiscal 2025, the Compensation Committee updated the achievement criteria for the ESG Target Bonus, such that it is based solely on the scores the Company receives from the following five organizations: Climate Disclosure Project, MSCI, ISS, the S&P Corporate Sustainability Assessment, and Sustainalytics. The score the Company receives from each organization equates to a specific contribution toward each participant's ESG Target Bonus, ranging from a minimum of 0% to a maximum of 3%. This equates to a total ESG Target Bonus range of 0% to 15% of each participant's total Financial Bonus Target. The Compensation Committee determined that, based on the scores awarded to the Company by the organizations, for four of the organizations the maximum 3% would be contributed and for one of the organizations the target of 1.5% would be contributed. As such, on March 11, 2026, the Board of Directors approved the Compensation Committee’s recommendation that the ESG Target Bonus would be paid out at 13.5% of Financial Target Bonus and that the following bonuses be paid:

  40. Compensation Discussion and Analysis

    | Name | Maximum ESG Target Bonus (15% of Financial Target Bonus, in $) | ESG Target Bonus Achievement (% of Financial Target Bonus) | Bonus Payment ($) | | Vivek Shah | 150,000 | 13.5% | 135,000 | | Bret Richter | 112,500 | 13.5% | 101,250 | | Jeremy D. Rossen | 48,750 | 13.5% | 43,875 | | Lori Tansley | 30,000 | 13.5% | 27,000 |

  41. Compensation Discussion and Analysis

    Long-Term Equity Incentive Compensation As outlined above, to ensure we meet our compensation objectives, we deliver long-term equity incentives through a mix of equity awards. The fiscal 2025 equity awards for our executive officers included a combination of RSUs and PSUs, as outlined below:

  42. Compensation Discussion and Analysis

    | Equity Vehicle | Weighting | Metric | Performance Period | Vesting | | Restricted Stock Units (RSUs) | 50% | N/A | N/A | Ratable annually over three years | | Performance Stock Units (PSUs) | 50% | Relative TSR | Two years* and three years (fiscal 2025 – 2027) | 15% after second year, 85% after third year |

  43. Compensation Discussion and Analysis

    Target Annual Equity Awards 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 market data from time to time. 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. In fiscal 2025, the Compensation Committee issued RSUs and PSUs to the named executive officers as provided in the below table. 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 a Monte Carlo simulation in accordance with FASB Accounting Standards Codification 718.

  44. 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 | 130,993 | 5,078,075 | 130,993 | 5,000,003 | 10,078,078 | | Bret Richter | 45,848 | 1,777,344 | 45,848 | 1,750,018 | 3,527,362 | | Jeremy Rossen | 24,234 | 939,455 | 24,234 | 925,012 | 1,864,467 | | Lori Tansley | 6,550 | 253,917 | 6,550 | 250,014 | 503,931 |

  45. Compensation Discussion and Analysis

    The RSUs follow a ratable three-year vesting schedule, with one third of the grant amount vesting each calendar year over a three-year period, subject to the recipient’s continued employment with Ziff Davis on the applicable vesting date. The Compensation Committee believes that multi-year vesting promotes long-term decision making, long-term alignment with stockholders, and retention over the vesting period. The Compensation Committee structured the PSUs to use relative stock price performance as the performance metric in order to reinforce alignment of executives’ interests with our stockholders. The Committee determined a three-year performance period was appropriate for the PSU awards. For PSU award grants made in 2024 and 2025, which were the first two years of PSU grants under the new structure, a portion of the PSU award is eligible to vest after less than three years in order to serve as a bridge between the prior PSU award structure and the new three-year PSU award structure. Accordingly, with respect to PSUs granted in 2025, the awards will be earned, if at all, based on Ziff Davis’ TSR as compared to the Russell 2000 over two performance periods: 15% of the PSUs will be earned, if at all, based on relative TSR performance over two-year measurement period covering fiscal 2025 through fiscal 2026; 85% of the PSUs will be earned, if at all, based on relative TSR performance over a three-year measurement period covering fiscal 2025 through fiscal 2027. The Compensation Committee selected the Russell 2000 because it is a broad-based index against which to measure our value creation for shareholders, and the Company itself is included in the index. With respect to PSUs granted in 2024 and 2025, the applicable percentage of the target number of PSUs earned will be determined based on the thresholds outlined below.

  46. Compensation Discussion and Analysis

    | Relative TSR Performance For Each Performance Period | PSUs Earned (% of Target) | | Less than 25th percentile of the performance peer group | 0 | | 25th percentile of the performance peer group | 50 | | 55th percentile of the performance peer group | 100 | | Equal to or greater than 90th percentile of the performance peer group | 200 |

  47. Compensation Discussion and Analysis

    With respect to PSUs granted in 2026, the awards will be earned, if at all, over a single three-year performance period based on criteria to be determined by the Compensation Committee. On December 17, 2025 the Board of Ziff Davis approved the acceleration of the vesting of 5,074 shares granted to Mr. Richter, representing the final tranche of Mr. Richter's initial equity grant by one day, from January 1, 2026 to December 31, 2025. Previously Granted PSUs With Performance Period Ending in 2025 2024 PSU awards. Our 2024 PSU awards utilized the same threshold and maximum goals as our 2025 PSU awards, but provided for three separate performance periods of one, two, and three years, respectively, to facilitate our transition to our 2025, three-year performance and cliff-vesting structure. Accordingly, 35% of the shares granted under the 2024 PSU award were eligible to vest based on our two-year relative TSR performance measured from January 1, 2024 through December 31, 2025. Based on our relative TSR percentile rank of 11.61% for the second tranche of the 2024 PSU awards, no shares vested. 2018 CEO long-term incentive award. 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 that included performance share awards ("PSAs") that vested in one-eighth increments only if the Company’s common stock price remained at or above eight separate stock price tranches, as previously disclosed. To date, Mr. Shah's 2018 award has achieved five tranches of these awards, or 62.5% of the PSAs granted. Pre-2024 PSU and PSA Awards. The PSAs and PSUs awarded prior to fiscal 2024 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, provided no such shares were eligible to 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 the recipient is still employed by Ziff Davis at the applicable vesting date. The recipients have either eight years or eight and a half years to achieve any performance targets with respect to these awards, depending on the award. No tranches of the above-described awards achieved their performance targets in fiscal 2025. 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.

  48. Compensation Discussion and Analysis

    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 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

  49. Compensation Discussion and Analysis

    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. 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 Equity Incentive 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 2025, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. During fiscal 2025, the Company did not grant any stock options, SARs, or similar awards.

  50. Compensation Discussion and Analysis

    | What we do: | What we do NOT do: | | ✓ Annual cash incentives directly tied to our Adjusted Diluted Earnings Per Share 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; and | | ✓ Independent compensation consultant provides input into the Compensation 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. | |

  51. Summary Compensation Table

    Summary Compensation Table The table below summarizes the total compensation earned by each of the named executive officers in 2023, 2024, and 2025.

  52. 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 | 2025 | 1,000,000 | — | 10,078,078 | — | 656,000 | 33,870 | 11,767,948 | | | 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 | | Bret Richter Chief Financial Officer | 2025 | 750,000 | — | 3,527,362 | — | 492,000 | 32,995 | 4,802,357 | | | 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 | | Jeremy D. Rossen Executive Vice President, General Counsel and Secretary | 2025 | 500,000 | — | 1,864,467 | — | 213,200 | 33,620 | 2,611,287 | | | 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 | | Lori Tansley Chief Accounting Officer(4) | 2025 | 400,000 | — | 503,931 | — | 131,200 | 34,214 | 1,069,345 | | | 2024 | 33,333 | — | 250,038 | — | — | 1,343 | 284,714 | | | 2023 | — | — | — | — | — | — | — |

  53. 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, 2025, included in Ziff Davis’ Annual Report on Form 10-K filed with the SEC on February 24, 2026. Assuming the achievement of all performance conditions, the value of the 2025, 2024, and 2023 PSUs at the grant date would be: $5,078,075 (2025) and $6,191,039 (2024) for Mr. Shah; $1,777,344 (2025), $2,280,964 (2024), and $1,150,040 (2023) for Mr. Richter; $939,455 (2025), $863,501 (2024), and $562,572 (2023) for Mr. Rossen; and $253,917 (2025) for Ms. Tansley. (2)Amounts reported in this column represent compensation earned in the year in which they were reported. Amounts reflect inclusion of ESG Bonus. (3)See “2025 All Other Compensation” table. (4)Ms. Tansley began employment as Chief Accounting Officer on December 2, 2024.

  54. Summary Compensation Table

    | | 52 |

  55. Grants of Plan-Based Awards

    Grants of Plan-Based Awards

  56. 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(2) | | | 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 | 02/10/2025 | – | 1,000,000 | 2,000,000 | – | – | – | – | – | – | – | | | 03/05/2025 | – | – | – | 65,497 | 130,993 | 261,986 | – | – | – | 5,078,075 | | | 03/05/2025 | – | – | – | – | – | – | 130,993 | – | – | 5,000,003 | | Bret Richter | 02/10/2025 | – | 750,000 | 1,500,000 | – | – | – | – | – | – | – | | | 03/05/2025 | – | – | – | 22,924 | 45,848 | 91,696 | – | – | – | 1,777,344 | | | 03/05/2025 | – | – | – | – | – | – | 45,848 | – | – | 1,750,018 | | Jeremy D. Rossen | 02/10/2025 | – | 325,000 | 650,000 | – | – | – | – | – | – | – | | | 03/05/2025 | – | – | – | 12,117 | 24,234 | 48,468 | – | – | – | 939,455 | | | 03/05/2025 | – | – | – | – | – | – | 24,234 | – | – | 925,012 | | Lori Tansley | 02/10/2025 | – | 200,000 | 400,000 | – | – | – | – | – | – | – | | | 03/05/2025 | – | – | – | 3,275 | 6,550 | 13,100 | – | – | – | 253,917 | | | 03/05/2025 | – | – | – | – | – | – | 6,550 | – | – | 250,014 |

  57. Grants of Plan-Based Awards

    (1)A portion of the Financial Target Bonus for 2025 was paid because Adjusted Diluted Earnings Per Share of more than $6.29 (i.e., more than 90.4% of the 2025 Goal) was achieved, as more fully described in the “Compensation Discussion and Analysis – Incentive Cash Compensation” above. If 90.4% or less of the 2025 Goal were achieved, the named executive officers would not have been paid any Financial Target Bonus. (2)These awards consist of PSUs that vest if Ziff Davis achieves certain levels of relative total shareholder returns (“TSR”) over a defined performance period. See “Long-Term Equity Incentive Compensation” above for additional detail related to such performance metrics. (3)These awards consist of RSUs that vest in three equal installments on each anniversary of the grant date, with the first installment vesting on March 5, 2026, provided that 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.

  58. Grants of Plan-Based Awards

    | | 53 |

  59. Outstanding Equity Awards at Fiscal Year-End

    Outstanding Equity Awards at Fiscal Year-End The following tables provide information on the holdings of equity awards by the named executive officers as of December 31, 2025.

  60. Outstanding Equity Awards at Fiscal Year-End

    | Option Awards | | | | | | | | Name | Grant Date | 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 | | | | Exercisable | Unexercisable | | | | | Vivek Shah | 01/01/2018 | 380,743 | 54,392 | – | 68.97 | 1/1/2028(1) | | Bret Richter | – | – | – | – | – | – | | Jeremy D. Rossen | – | – | – | – | – | – | | Lori Tansley | – | – | – | – | – | – |

  61. Outstanding Equity Awards at Fiscal Year-End

    | Time-Based Stock Awards | | | | | | Name | Type | Grant Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(2) | | Vivek Shah | RSA | 01/01/2018 | 27,197(3) | 955,975 | | Vivek Shah | RSU | 03/06/2024 | 47,349(4) | 1,664,317 | | Vivek Shah | RSU | 03/05/2025 | 130,993(5) | 4,604,404 | | Bret Richter | RSU | 03/08/2023 | 7,391(6) | 259,794 | | Bret Richter | RSU | 03/06/2024 | 17,444(4) | 613,157 | | Bret Richter | RSU | 03/05/2025 | 45,848(5) | 1,611,557 | | Jeremy D. Rossen | RSU | 03/03/2022 | 1,385(7) | 48,683 | | Jeremy D. Rossen | RSU | 03/08/2023 | 3,616(6) | 127,102 | | Jeremy D. Rossen | RSU | 03/06/2024 | 6,604(4) | 232,131 | | Jeremy D. Rossen | RSU | 03/05/2025 | 24,234(5) | 851,825 | | Lori Tansley | RSU | 12/02/2024 | 2,779(8) | 97,682 | | Lori Tansley | RSU | 03/05/2025 | 6,550(5) | 230,233 |

  62. Outstanding Equity Awards at Fiscal Year-End

    | Performance-Based Stock Awards | | | | | | Name | Type | Grant Date | 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 ($) | | Vivek Shah | PSA (Stock Price) | 01/01/2018 | 163,181(9) | 5,735,812 | | Vivek Shah | PSU (rTSR) | 03/06/2024 | 60,370(10) | 2,122,006 | | Vivek Shah | PSU (rTSR) | 03/05/2025 | 130,993(11) | 4,604,404 | | Bret Richter | PSU (Stock Price) | 03/03/2022 | 10,069(12) | 353,925 | | Bret Richter | PSU (Stock Price) | 03/08/2023 | 14,782(13) | 519,587 | | Bret Richter | PSU (rTSR) | 03/06/2024 | 22,242(10) | 781,806 | | Bret Richter | PSU (rTSR) | 03/05/2025 | 45,848(11) | 1,611,557 | | Jeremy D. Rossen | PSU (Stock Price) | 03/03/2021 | 2,222(14) | 78,103 | | Jeremy D. Rossen | PSU (Stock Price) | 03/03/2022 | 5,538(12) | 194,661 | | Jeremy D. Rossen | PSU (Stock Price) | 03/08/2023 | 7,231(13) | 254,170 | | Jeremy D. Rossen | PSU (rTSR) | 03/06/2024 | 8,421(10) | 295,998 | | Jeremy D. Rossen | PSU (rTSR) | 03/05/2025 | 24,234(11) | 851,825 | | Lori Tansley | PSU (rTSR) | 03/05/2025 | 6,550(11) | 230,233 |

  63. Outstanding Equity Awards at Fiscal Year-End

    (1)The options were granted on January 1, 2018. The options vest and becomes exercisable in eight equal annual installments. The first installment vested on January 1, 2019. The options became fully vested on January 1, 2026.

  64. Outstanding Equity Awards at Fiscal Year-End

    | | 54 |

  65. Outstanding Equity Awards at Fiscal Year-End

    (2)The market value is determined by multiplying the number of shares by $35.15, the closing trading price of Ziff Davis common stock on the Nasdaq Global Select Market (“Nasdaq”) on December 31, 2025, the last trading day of the fiscal year. (3)Remaining RSAs granted on January 1, 2018 that vest ratably over eight years, initially vesting on January 1, 2019. (4)Remaining RSUs granted on March 6, 2024 that vest ratably over three years, initially vesting on March 6, 2025. (5)Remaining RSUs granted on March 5, 2025 that vest ratably over three years, initially vesting on March 5, 2026. (6)Remaining RSUs granted on March 8, 2023 that vest ratably over four years, initially vesting on March 8, 2024. (7)Remaining RSUs granted on March 3, 2022 that vest ratably over four years, initially vesting on March 3, 2023. (8)Remaining RSUs granted on December 2, 2024 that vest ratably over three years, initially vesting on December 2, 2025. (9)Remaining PSAs granted on January 1, 2018 that vest based on specified stock price targets of the Company’s common stock. (10)Remaining PSUs granted on March 6, 2024 that vest if Ziff Davis achieves certain levels of relative TSR over certain performance periods within three years from the date of grant. (11)Remaining PSUs granted on March 5, 2025 that vest if Ziff Davis achieves certain levels of relative TSR over certain performance periods within three years from the date of grant. (12)Remaining PSUs granted on March 3, 2022 that vest based on specified stock price targets of the Company’s common stock. (13)Remaining PSUs granted on March 8, 2023 that vest based on specified stock price targets of the Company’s common stock. (14)Remaining PSUs granted on March 3, 2021 that vest based on specified stock price targets of the Company’s common stock.

  66. Outstanding Equity Awards at Fiscal Year-End

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  67. Option Exercises and Stock Vested in Fiscal Year

    Option Exercises and Stock Vested in Fiscal Year 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, 2025.

  68. Option Exercises and Stock Vested in Fiscal Year

    | 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 | – | – | 84,582 | 3,519,692 | | Bret Richter | – | – | 39,658 | 1,615,670 | | Jeremy D. Rossen | – | – | 10,314 | 403,212 | | Lori Tansley | – | – | 1,389 | 46,212 |

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  70. 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, 2025 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.”

  71. 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) | 40,305 | 40,305 | — | — | | Equity Vesting(4) | 2,366,931 | 9,136,645 | 955,975 | 7,224,696 | | Total | 7,407,236 | 16,176,950 | 955,975 | 8,224,696 | | Bret Richter | | | | | | Cash Severance(1) | 1,500,000 | 3,000,000 | — | — | | Pro-Rated Bonus(2) | 750,000 | 750,000 | — | 750,000 | | Medical Benefits(3) | 26,870 | 26,870 | — | — | | Equity Vesting(4) | 973,620 | 3,358,020 | — | 2,484,507 | | Total | 3,250,490 | 7,134,890 | — | 3,234,507 | | Jeremy D. Rossen | | | | | | Cash Severance(1) | 825,000 | 1,650,000 | — | — | | Pro-Rated Bonus(2) | 325,000 | 325,000 | — | 325,000 | | Medical Benefits(3) | 26,870 | 26,870 | — | — | | Equity Vesting(4) | 512,241 | 1,786,675 | — | 1,259,741 | | Total | 1,689,111 | 3,788,545 | — | 1,584,741 | | Lori Tansley | | | | | | Cash Severance(1) | 600,000 | 1,200,000 | — | — | | Pro-Rated Bonus(2) | 200,000 | 200,000 | — | 200,000 | | Medical Benefits(3) | 28,214 | 28,214 | — | — | | Equity Vesting(4) | 125,556 | 327,914 | — | 327,914 | | Total | 953,770 | 1,756,128 | — | 527,914 |

  72. 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 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

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  74. Potential Payments Upon Termination or Change in Control

    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 $35.15, which is the closing price of Ziff Davis common stock on the Nasdaq on December 31, 2025. With respect to Qualifying Termination, (i) the amounts represent the value that Messrs. Shah, Richter and Rossen and Ms. Tansley would have realized as of December 31, 2025 from the acceleration of certain unvested RSUs, and (ii) Messrs. Shah, Richter and Rossen's unvested PSUs granted prior to 2024 (if any) 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 second performance period for such PSUs and unvested PSUs granted in 2025 would vest with respect to the applicable achievement rate of the first and second 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, 2025 from the acceleration of any unvested RSAs or RSUs, as well as the vesting of his next tranche of PSAs in respect of the Shah Equity Award and any unvested PSUs in accordance with the terms of applicable grant terms, and (ii) the amounts for Messrs. Richter and Rossen and Ms. Tansley represent the value that they would have realized as of December 31, 2025 from the accelerated vesting of any unvested PSUs or 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, 2025 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, 2025 from the acceleration of any unvested RSUs or RSAs. Any unvested PSUs or 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, 2025.

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  76. 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.

  77. 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 Diluted Earnings Per Share ($) | | | | | | | Company TSR ($)(3) | Peer Group(4) TSR ($) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | | 2025 | 11,767,948 | 2,893,353 | 2,827,663 | 1,058,108 | 41.39 | 134.40 | 47,354 | 6.63 | | 2024 | 12,693,370 | 5,197,615 | 2,558,225 | 1,185,529 | 66.71 | 149.37 | 63,047 | 6.62 | | 2023 | 1,695,889 | (6,885,661) | 2,107,889 | 1,595,428 | 82.49 | 128.14 | 41,503 | 6.19 | | 2022 | 1,473,825 | (16,696,645) | 2,234,411 | 1,110,152 | 97.10 | 109.59 | 63,757 | 6.65 | | 2021 | 16,469,111 | 35,814,433 | 2,458,189 | 1,901,309 | 136.09 | 137.74 | 496,714 | 8.94 |

  78. Pay Versus Performance

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

  79. Pay Versus Performance

    | Year | CEO | Non-CEO NEOs | | 2025 | Vivek Shah | Bret Richter, Jeremy D. Rossen, Lori Tansley | | 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 |

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  81. Pay Versus Performance

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

  82. Pay Versus Performance

    | | 2025 | | 2024 | | 2023 | | 2022 | | 2021 | | | | 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 | 11,767,948 | 2,827,663 | 12,693,370 | 2,558,225 | 1,695,889 | 2,107,889 | 1,473,825 | 2,234,411 | 16,469,111 | 2,458,189 | | - Stock and Option Awards(a) | 10,078,078 | 1,965,253 | 10,941,058 | 1,960,897 | — | 1,322,522 | — | 1,564,788 | 13,514,102 | 1,570,822 | | + Year End Fair Value of Equity Awards Granted in the Applicable Year(b) | 7,418,789 | 1,446,684 | 7,268,494 | 1,182,673 | — | 1,098,673 | — | 1,001,372 | 16,120,692 | 743,802 | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that are Unvested at Year End(b) | (4,943,021) | (975,888) | (3,544,998) | (273,103) | (8,189,234) | (259,874) | (17,470,107) | (162,552) | 8,121,417 | 69,704 | | + Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year(b) | (1,039,677) | (235,722) | (278,193) | (1,850) | (392,316) | (28,738) | (700,363) | (67,881) | 7,771,537 | 1,433,407 | | - 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) | 232,608 | 39,376 | — | 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 | 2,893,353 | 1,058,108 | 5,197,615 | 1,185,529 | (6,885,661) | 1,595,428 | (16,696,645) | 1,110,152 | 35,814,433 | 1,901,309 |

  83. 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 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 1.024 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.

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  85. Pay Versus Performance

    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 (1.024 shares x $18.68 = $19.12) was reinvested into Ziff Davis common stock at the ex-dividend price of Ziff Davis common stock ($124.16), resulting in ownership of an additional 0.154 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, 2025. 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 Diluted Earnings Per Share, which is used for the determination of Financial Target Bonus payouts, is a non-GAAP financial measure and is calculated by dividing adjusted net income by the diluted weighted average shares of common stock outstanding excluding the effect of convertible debt dilution. 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 Adjusted Diluted Earnings Per Share for periods presented through the spin-off date on October 7, 2021.

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  87. Pay Versus Performance

    Pay Versus Performance Descriptive Disclosure We chose Adjusted Diluted Earnings Per Share as our Company Selected Measure for evaluating Pay Versus Performance because our CEO and non-CEO NEO bonus compensation is directly tied to Adjusted Diluted Earnings Per Share, and it is an important measure in determining Compensation Actually Paid.

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  89. Pay Versus Performance

    Required Tabular Disclosure of Most Important Measures to Determine FY2025 CAP The items listed below represent the most important metrics we used to determine “Compensation Actually Paid” for the Fiscal Year ended 2025. The performance measures included in this table are not ranked by relative importance.

  90. Pay Versus Performance

    | Most Important Performance Measures | Adjusted Diluted Earnings Per Share | | | PSU relative TSR achievement | | | PSU stock price target achievement |

  91. Pay Versus Performance

    The most important performance measures that impact our CEO’s and NEOs’ 2025 compensation are (1) Adjusted Diluted Earnings Per Share, (2) PSU relative TSR achievement, and (3) PSU stock price targets. Adjusted Diluted Earnings Per Share 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; if the threshold is not met, the PSU is forfeited. Any PSUs granted to our CEO or 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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  93. 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): $82,211 Mr. Shah, our CEO, annual total compensation: $11,767,948 Ratio of CEO to median employee compensation: 143.14:1 Background As of December 31, 2025, the Company had 3,860 employees. In determining the median employee, the Company prepared a listing of all employees as of December 31, 2025 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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  95. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS