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Ziff Davis continues to make strong progress across its five environmental, social and governance (ESG) pillars: diversity, equity, and inclusion; environmental sustainability; community; data privacy and security; and governance. Our initiatives and accomplishments in 2021 are detailed in Ziff Davis’ inaugural Environmental, Social and Governance (ESG) Report, which can be found on the company’s web site. The report includes findings from Ziff Davis’ first-ever greenhouse gas inventory, our commitment to developing a science-based emissions reduction target, and details on multiple new benefits and programs launched in 2021 to foster employee health, well-being, and career development.

All stockholders are cordially invited to attend the Annual Meeting virtually and urged to submit their proxy or voting instructions as promptly as possible to ensure their representation and the presence of a quorum at the same. If you submit your proxy and then decide to attend the Annual Meeting to vote your shares through our virtual platform, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement. Questions and answers regarding the details of the virtual Annual Meeting of Stockholders of Ziff Davis, Inc., can be found in the “About the Annual Meeting” section commencing on page 50.


PROPOSAL 1 — ELECTION OF DIRECTORS			3
CORPORATE GOVERNANCE			8
MEETINGS AND COMMITTEES OF THE BOARD			10
DIRECTOR COMPENSATION			14
PROPOSAL 2 — ADVISORY VOTE ON THE COMPENSATION OF THE NAMED			16
EXECUTIVE OFFICERS			18
EXECUTIVE COMPENSATION			19
COMPENSATION COMMITTEE REPORT			31
PAY RATIO DISCLOSURE			32
COMPENSATION RISK			33
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION			33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT			41
PROPOSAL 3 — RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS			44
AUDIT COMMITTEE REPORT			45
INFORMATION ABOUT ZIFF DAVIS’ AUDITORS			46
DELINQUENT SECTION 16(A) REPORTS			47
REVIEW AND APPROVAL OF TRANSACTIONS WITH RELATED PERSONS			47
DEADLINE FOR SUBMITTING STOCKHOLDER PROPOSALS AND DIRECTOR			48
NOMINATIONS FOR THE NEXT ANNUAL MEETING			48
COST OF ANNUAL MEETING AND PROXY SOLICITATION			48
HOUSEHOLDING			49
OTHER MATTERS			49
ABOUT THE ANNUAL MEETING			50

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 his or her age, all positions he or she holds, his or her principal occupation and business experience for the past five years and the names of other publicly-held companies of which he or she currently serves as a director or has 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 the conclusion that the nominee should serve as a director. In addition to the specifically noted criteria, Ziff Davis believes that each nominee has a reputation for integrity and honesty and has demonstrated business acumen and an ability to exercise sound judgment.



			Vivek Shah Vivek Shah was elected to the Board of Directors of Ziff Davis (formerly J2 Global) in January 2018, where he has also served as Chief Executive Officer since such time. Vivek led the acquisition of Ziff Davis when it was a private company and its subsequent sale to J2 Global, before J2 Global was renamed to Ziff Davis in 2021. From 1995 to 2009, Mr. Shah held various management positions at Time, Inc., including Group President, Digital and President of the Fortune/Money Group. Mr. Shah has been named Online Publisher of the Year by MIN, Innovator of the Year by BtoB’s Media Business and inducted into MIN's Digital Hall of Fame. He was also named to Crain’s Forty under 40 list. Mr. Shah has a Bachelor of Arts degree in political science from Tufts University. Mr. Shah’s role as Ziff Davis’ Chief Executive Officer and his extensive management experience in the media and technology sectors provides invaluable insight to the Board of Directors.
			Sarah Fay Sarah Fay is the Lead Director of Ziff Davis’ Board of Directors, chairs its Compensation Committee, and has served as a director since February 2018. Ms. Fay has served as a Managing Director in Boston-based venture capital firm Glasswing Ventures since January 2016. Among her responsibilities at Glasswing, Ms. Fay manages the firm’s partnership with the United Nations’ Principles for Responsible Investment network (UNPRI), to which Glasswing is a signatory. Prior to joining Glasswing Ventures, between May 2009 and January 2016, Ms. Fay was primarily engaged by her board membership and advisor roles, which are described below. From April 2008 to May 2009, Ms. Fay served as Chief Executive Officer of Aegis Media North America, a media and digital marketing communications company. Prior to this position, Ms. Fay served as President of Carat US and Isobar US. Named one of Women's Inc's 2019 Most Influential Corporate Board Directors, Ms. Fay has served as Independent Director on the Boards of public and private technology and digital media companies such as The Street (Nasdaq:TST - acquired in 2019 by Euromoney and The Maven), Narrative I/O, LabViva, Celtra, Socialflow, Women’s Marketing Inc (acquired by The Stephens Group), and [X+1] (acquired by Rocket Fuel). Ms. Fay’s contributions to the broader community include Co-Lead of the steering committee of All Raise’s Boston Chapter, the Executive Board of the Ad Club of Boston, the Board of Boston’s Chamber of Commerce, and the Board of The Massachusetts Innovation and Technology Exchange (MITX).


			Trace Harris Trace Harris joined the Board of Directors in June 2021. A consultant to executive teams and companies since 2014, she is a finance, strategy, and business development executive who has spent 20 years managing transactions, leading teams and serving as a board member in global media and technology companies. Ms. Harris is a director on the boards of Altair Engineering, a global technology company; Anzu Special Acquisition Corp I, focused on transformative technologies for industrial applications; Bungie, the video game developer of Halo and Destiny; and USA Climbing, the national governing board of the sport of competition climbing. Ms. Harris' professional experience includes 13 years with Vivendi, ultimately as its senior executive in the U.S. for strategy, finance, M&A and business innovation. She was previously senior vice president of strategic development for Universal Studios Television Group, where she was responsible for international television strategies and launched its first international television network. Prior to Universal Studios, Harris was director of finance and channel operations for Warner Bros. International Channels. She began her career at JP Morgan in New York. Ms. Harris earned a bachelor's degree in economics from Stanford University and an MBA in finance from Yale School of Management. The Board of Directors believes that Ms. Harris’ extensive experience in media, finance and M&A brings a valuable perspective to the Board.
			W. Brian Kretzmer Brian Kretzmer was elected to Ziff Davis’ Board of Directors in July 2007. He currently operates his own consultancy practice, Kretzmer Consulting LLC, and is an investor in several private firms where he serves in multiple capacities. From 1999 to 2006, Mr. Kretzmer was Chief Executive Officer of MAI Systems Corporation, a provider of enterprise management solutions for lodging organizations. He also served as Chief Financial Officer of MAI Systems Corporation from 1993 to 1996 and 1999 to 2000. Mr. Kretzmer also serves as a director and member of the Audit Committees of each of CIM Real Estate Finance Trust, Inc., (formerly Cole Credit Property Trust IV, Inc.), which invests primarily in income-producing, necessity single-tenant retail properties and anchored shopping centers subject to long-term net leases with national or regional creditworthy tenants, and CIM Income NAV, Inc. (formerly Cole Real Estate Income Strategy (Daily NAV), Inc.), which primarily invests in income-producing necessity commercial real estate across the retail, office and industrial sectors. Mr. Kretzmer served as a director and member of the Audit Committees of Cole Office & Industrial REIT (CCIT III), Inc., which invests primarily in single-tenant, mission-critical office and industrial properties that are essential to the day-to-day operations of a company, until December 21, 2020. Mr. Kretzmer is a thirty year veteran in technology industries. Mr. Kretzmer’s earlier experiences included extensive accounting experience serving in various positions in cost accounting, plant controllership and corporate controllership. His various experiences provide the Board of Directors a valuable operational and financial perspective and accounting expertise.


			Jonathan F. Miller Jonathan Miller was appointed to Ziff Davis’ Board of Directors in February 2015. Mr. Miller is currently Chief Executive Officer of Integrated Media Co, an investment company backed by TPG, a leading private equity firm; and an advisor to Advancit Capital. He previously served as Chairman and Chief Executive Officer of the Digital Media Group at News Corp., and was its Chief Digital Officer from April 2009 to September 2012. Mr. Miller was a founding partner of Velocity Interactive Group, an investment firm focusing on internet and digital media, from its inception in 2007 to 2009. Prior to founding Velocity, Mr. Miller served as the Chief Executive Officer of America Online, Inc. (“AOL”) from 2002 to 2006. Prior to joining AOL, Mr. Miller served as Chief Executive Officer and President of USA Information and Services. Mr. Miller currently is a director of Akamai Technologies, Inc., Interpublic Group of Companies, Inc. and The Nielsen Company. Mr. Miller previously served as a director of, among others, AMC Networks Inc., Houghton Mifflin Harcourt Co., LiveNation Entertainment, Inc., RTL Group SA, Shutterstock, Inc., TripAdvisor, Inc., and Ticketmaster prior to its merger with LiveNation. Mr. Miller is a trustee of the American Film Institute and The Paley Center for Media. Mr. Miller holds a Bachelor of Arts degree from Harvard College. Mr. Miller’s broad general management background in both the media and technology sectors, as well as his experience with growth companies, brings a diverse and valuable perspective to the Board of Directors.
			Scott C. Taylor Scott C. Taylor was appointed to Ziff Davis’ Board of Directors in August 2020. From 2007 to 2020, Mr. Taylor served as Executive Vice President, General Counsel and Corporate Secretary of Symantec Corporation (now NortonLifeLock, Inc.), the global leader in cybersecurity. Prior to Symantec, Mr. Taylor was Chief Administrative Officer, Senior Vice President and General Counsel of Phoenix Technologies Ltd. Mr. Taylor is currently a director of Piper Sandler Companies and Western Technology Investment, and previously served as a director of DigiCert, VirnetX and VeriSign Japan K.K. Mr. Taylor holds a Bachelor of Arts degree in international relations from Stanford University and a Juris Doctorate from George Washington University. Mr. Taylor’s more than 20 years of experience in the technology industry (13 of which were in cybersecurity) and more than 10 years of experience as a public company director bring a valuable perspective to the Ziff Davis Board.

The Board of Directors welcomes communications from stockholders and has adopted a procedure for receiving and addressing them. Interested parties may also submit complaints regarding accounting, internal accounting controls or auditing matters to Ziff Davis’ Audit Committee. Stockholders may send written communications to the entire Board of Directors, to the Audit Committee or to individual members, addressing them to Ziff Davis, Inc., 114 5th Avenue, 15th Floor, New York, New York, 10011, Attention: Corporate Secretary. Communications by email should be addressed to investor@ziffdavis.com and marked “Attention: Corporate Secretary” in the “Subject” field.

The Board of Directors plays an active role, as a whole and also at the committee level, in overseeing management of Ziff Davis’ risks and strategic direction. The Board of Directors regularly reviews information regarding Ziff Davis’ liquidity and operations, as well as the risks associated with each. Ziff Davis’ Compensation Committee is responsible for overseeing the management of risks relating to Ziff Davis’ executive compensation plans and arrangements. The Audit Committee oversees the process by which Ziff Davis’ senior management and the relevant departments assess and manage Ziff Davis’ exposure to, and management of, financial risks. The Audit Committee also oversees Ziff Davis’ organization-wide approach to identifying and mitigating data security and data privacy risks, as well as the various operational measures that Ziff Davis and its Information Security team put in place to monitor and respond to cyberattacks. The Environmental, Social and Governance Committee manages risks associated with the independence of the Board of Directors and potential conflicts of interest. While each committee is responsible for evaluating certain risks and overseeing the management of such risks, the entire Board of Directors is regularly informed about such risks.

financial management expertise, in each case in accordance with the rules of the SEC and the listing rules of the Nasdaq Stock Market. The Board of Directors has determined that each member of the Audit Committee is able to read and understand fundamental financial statements. The Audit Committee is responsible for, among other things, retaining and overseeing Ziff Davis’ independent auditors; approving the services performed by them; reviewing Ziff Davis’ financial reports and reporting process, accounting principles and its system of internal accounting controls; and overseeing cybersecurity risks. See the “Audit Committee Report” below.

The Environmental, Social and Governance Committee has not established specific minimum age, education, experience or skill requirements for potential director nominees. In selecting director nominees, the Environmental, Social and Governance Committee takes into consideration various factors to find candidates that will be able to represent the interests of the stockholders, including judgment, skill, diversity (including with regard to race, ethnicity, gender, age, knowledge, experience and/or geography), integrity, educational background, experience with businesses and other organizations of a comparable size, the interplay of the candidate’s experience with that of the other members of the Board of Directors and the extent to which a candidate would be a desirable addition to the Board of Directors and any committees of the Board of Directors. In accordance with the Company’s Corporate Governance Principles and the Environmental, Social and Governance Committee Charter, the Company endeavors to have a diverse Board taking into account numerous factors, including with regard to race, ethnicity, gender, age, knowledge, experience and/or geography. The Environmental, Social and Governance Committee evaluates the diversity in experience of its directors annually in recommending the slate of nominees to the full Board of Directors, and Ziff Davis believes that the current Board of Directors reflects the diversity of experience it seeks.

The Environmental, Social and Governance Committee may consider candidates proposed by management or by stockholders, but is not limited to such candidates. The Environmental, Social and Governance Committee evaluates director candidates recommended by stockholders in the same way that it evaluates candidates recommended by other sources. Ziff Davis sets forth its policy with regard to the consideration of any director candidates recommended by stockholders in its Bylaws. See “Deadline for Submitting Stockholder Proposals and Director Nominations for the Next Annual Meeting” for more information regarding the procedures for the consideration of any director candidates recommended by stockholders.


Board & Board Committee Service			Compensation in 2021
Annual Restricted Stock Award			$200,000
Chairman of the Board Annual Cash Retainer			$276,000(1)
Annual Cash Retainer			$70,000
Lead Director Additional Annual Cash Retainer			$15,000
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
(1)Mr. Ressler’s Annual Retainer is paid pursuant to a consulting agreement between Ziff Davis and Orchard Capital, a company controlled by Mr. Ressler. The agreement is terminable by either party by written notice delivered at least 30 days prior to commencement of the next six-month term.

(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 2021. 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 2021 are included in Note 15, “Stock Options and Employee Stock Purchase Plan” to the audited financial statements for the fiscal year ended December 31, 2021, included in Ziff Davis’ Annual Report on Form 10-K filed with the SEC on March 15, 2022.

Ziff Davis urges stockholders to read the “Compensation Discussion and Analysis” beginning on page 19 of this proxy statement, which describes in more detail how Ziff Davis’ executive compensation policies and procedures operate and are designed to achieve its compensation goals, as well as the Summary Compensation Table and other related compensation tables and narrative, appearing on pages 34 through 40, which provide detailed information on the compensation of Ziff Davis’ named executive officers. The Compensation Committee and the Board of Directors believe that the policies and procedures articulated in the “Compensation Discussion and Analysis” are effective in achieving Ziff Davis’ goals, and that the compensation of the named executive officers reported in this proxy statement has contributed to the Company’s recent and long-term success.

Vivek Shah, 48, was appointed as Chief Executive Officer of Ziff Davis and a member of its Board of Directors effective January 1, 2018 and was appointed President in December 2021. Previously, he served as Chief Executive Officer of Ziff Davis, which Ziff Davis acquired in 2012. Prior to joining Ziff Davis, Mr. Shah led the purchase of Ziff Davis in 2010 in partnership with a private equity firm. From 1995 to 2009, Mr. Shah held various management positions at Time, Inc., including Group President, Digital and President of the Fortune/Money Group. Mr. Shah has been named Online Publisher of the Year by MIN, Innovator of the Year by BtoB’s Media Business and inducted into MIN's Digital Hall of Fame. He was also named to Crain’s Forty under 40 list. Mr. Shah has a Bachelor of Arts degree in political science from Tufts University.

Bret Richter, 52, was appointed Ziff Davis’ Chief Financial Officer on January 1, 2022. From September 2015 to December 2021, Bret served in various roles at MSG Networks, Inc., a media company, including as Executive Vice President, Chief Financial Officer and Treasurer. Before joining MSG Networks, Bret served as Executive Vice President, Corporate Finance and Development of Cablevision, a cable and broadband services company. Previously, Bret served as Cablevision’s Senior Vice President, Financial Strategy and Development. Before joining Cablevision, Bret served as President of The Richter Consulting Group, Inc., a privately held advisory firm that provided consulting services to early stage media companies. Prior to that, Bret was Senior Vice President of Finance at NTL Incorporated (a predecessor of Virgin Media) and was also a member of the media investment banking advisory team at Salomon Brothers Inc. Bret is a member of the Cornell University Council, a member of Cornell’s College of Agriculture and Life Sciences Advisory Council and is a Past-President of Cornell’s College of Agriculture and Life Sciences Alumni Association Board. He holds a Bachelor of Science degree from Cornell University, where he studied applied economics and business management.

Jeremy D. Rossen, 51, was appointed as Vice President, General Counsel of Ziff Davis effective June 1, 2015, Secretary in November 2015 and promoted to Executive Vice President in March 2019. From May 2009 until joining the Company in 2015, Mr. Rossen served as a Senior Vice President at The Gores Group, a private equity firm. Prior to that, Mr. Rossen served as General Counsel at Helio LLC, a wireless telecommunications carrier, General Counsel at Somera Communications, Inc., a telecommunications equipment company, and a corporate and securities attorney at Wilson, Sonsini, Goodrich & Rosati. Mr. Rossen holds Bachelor of Arts and Juris Doctorate degrees from the University of Pennsylvania.

Throughout the past year, Ziff Davis continued to engage with our stockholders through our stockholder outreach program to gather feedback from stockholders on a number of issues including, but not limited to, environmental, social and governance matters, financial and business performance, corporate governance and executive compensation. In 2021, the Company invited 27 of our top 50 stockholders (excluding our Board and management), to engage with us. Twenty-two stockholders, representing approximately 38% of the Company’s outstanding shares as of December 31, 2021, accepted the invitation. The Company held meaningful meetings with those stockholders on the topics addressed and gained valuable insights.

The Compensation Committee considers from time to time the market compensation of similarly-situated executives at other companies and periodically purchases third-party compensation surveys or engages third-party compensation consultants to assist in providing comparative compensation data. In fiscal 2021, the Compensation Committee engaged FW Cook to prepare a competitive analysis of the Company’s current executive compensation programs that addressed Ziff Davis on a consolidated basis (the “2021 Compensation Report”). Specifically, our Compensation Committee worked with FW Cook to review competitive market data and analysis, including information about current market practices and trends, compensation structures and compensation ranges of a comparison group selected and proposed by FW Cook (the “Peer Group”). The Peer Group was comprised of the following companies that operated in the internet software and services industry and other related technology companies:

Based on the factors described above, in March 2021 the Compensation Committee recommended, and the Board of Directors approved an increase in Mr. Dunn’s annual base salary from $305,000 to $325,000. The Compensation Committee did not recommend an increase in base salary for the other named executive officers. For 2021, Messrs. Shah’s, Turicchi’s and Rossen’s base salaries remained $1 million, $750,000, and $450,000, respectively. Based upon the factors described above, effective January 1, 2022, the Board of Directors approved the Company’s hiring of a Chief Financial Officer, Bret Richter, whose annual base salary was set at $625,000.

The process for determining bonuses under the Senior Management Bonus Program relies on the development of corporate financial 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. 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.

Under the Senior Management Bonus Program established for fiscal 2021, 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. Turicchi, Rossen and Dunn, the “target” bonuses were $750,000, $300,000 and $180,000, respectively. Upon his hiring in January 2022, Mr. Richter was provided a “target” bonus of $625,000 for 2022. These percentages and amounts were determined based on the named executive officers’ relative level of responsibility, size and complexity of the job, past contributions to Ziff Davis’ performance and expected contributions to Ziff Davis’ future success. They are also based on the executive’s articulated goals and objectives, as well as the market compensation of similarly-situated executives at other companies, as reflected in third-party compensation surveys, including the 2021 Compensation Report. However, the Compensation Committee retained the discretion to award bonus percentages higher or lower than these targets based on the overall plan funding level and the Committee’s subjective assessment of each individual’s achievement of his or her individual goals and objectives, as applicable.

The target adjusted Non-GAAP Net Income (“Adjusted Non-GAAP Net Income”) in respect of the 2021 Ziff Davis Inc. Executive Bonus Plan (the “2021 Executive Bonus Plan”) was approximately $413.6 million, which amount was adjusted to $376.6 million to remove the impact of the Consensus business in the fourth quarter of 2021 as a result of the Consensus Spin-off (the “2021 Goal”). The 2021 Executive Bonus Plan provided that the bonus pool would be “funded” only if Ziff Davis achieved at least a minimum of more than 90% of the 2021 Goal. Adjusted Non-GAAP Net Income is calculated by taking Ziff Davis’ consolidated GAAP net income, adding back any non-cash compensation expense, non-recurring one-time charges, depreciation and amortization, deducting any non-recurring income or income recorded in the fiscal year of 2021 relating to a previous year, and certain other non-GAAP adjustments, all items net of tax. If at least 90% of the 2021 Goal was achieved, the bonus pool for 2021 could be funded at between 0% and 185% of the target pool amount, depending on the actual percentage of the 2021 Goal achieved. The bonus pool for 2021 was capped at 185% if approximately $408.7 million or more (as adjusted for the Consensus Spin-Off) of Adjusted Non-GAAP Net Income was achieved. Notwithstanding the achievement of the 2021 Executive Bonus Plan criteria, the Compensation Committee retained discretion to increase or decrease the funding of the bonus pool based on factors it deemed appropriate.

In 2021, in keeping with our commitment to diversity and inclusion (DEI), and in consultation with the Environmental, Social and Governance and Compensation Committees, we established a DEI component to the bonus plans of certain senior executives related to diversity and inclusion. Such DEI bonus was based on the achievement of the Company’s DEI objectives and 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 DEI objectives. On February 10, 2022, the Board of Directors approved the Compensation Committee’s recommendation to award Messrs. Shah, Rossen and Dunn DEI bonuses of $75,000, $22,500 and $13,500 respectively.

Long-Term Equity Incentive Compensation. We provide share-based, long-term compensation to our executive officers through our stockholder-approved 2015 Ziff Davis, Inc. Stock Option Plan (the “2015 Stock Plan”). The 2015 Stock Plan provides for a variety of stock and share-based awards, including stock options, time-based restricted stock awards (RSAs) and restricted stock units (RSUs), each of which vests over a period determined by the Compensation Committee, as well as performance-based restricted stock awards (PSAs) and performance stock units (PSUs) that are earned based on the Company’s achievement of stock price targets established by the Committee. We believe that these awards create a powerful link between the creation of stockholder value and executive pay delivered.

In general, the Compensation Committee determines the appropriate size of stock-based compensation awards by evaluating the relative importance of the contributions of each executive and the expected future value of each award over the vesting period. The Compensation Committee also takes into account from time to time information provided by third-party compensation surveys that provide market compensation data of similarly-situated executives at similar companies. This process is designed to achieve the proper balance between incentivizing and retaining the services of our executive officers and other key employees, while continuing to preserve stockholder value. Long-term incentive levels for Ziff Davis’ officers are targeted at the median of competitive market pay levels.

All unvested RSAs, RSUs, PSAs & PSUs outstanding as of October 7, 2021 (the date of the Consensus Spin-off) remained denominated in shares of Company common stock, provided that the number of shares subject to each award was adjusted in a manner intended to preserve the aggregate intrinsic value of the original award by multiplying the number of shares by a conversion ratio based upon the volume weighted average per share price of Company common stock during the thirty (30) trading days immediately preceding and immediately following the date of the Consensus Spin-off (the “Conversion Ratio”). In addition, each of the stock price targets associated with unvested PSAs and PSUs that had not been achieved were reduced by $21.41, the value of the dividend of the Consensus common stock to the Company’s shareholders as determined by our Board of Directors.

In connection with his appointment as Chief Executive Officer of the Company, Mr. Shah was awarded an upfront long-term equity award, effective January 1, 2018 under the Company’s 2015 Stock Plan consisting of 400,000 stock options, 400,000 PSAs, and 200,000 RSAs (the “Shah Equity Award”) to incentivize Mr. Shah during his tenure as Chief Executive Officer. The Compensation Committee used numerous factors, including benchmarking materials and the work of third-party compensation consultants, to determine the Shah Equity Award and decided that a primarily performance-based award over an eight year time frame was an appropriate long-term incentive award for the Company’s new Chief Executive Officer. The exercise price of the stock options under the Shah Equity Award was equal to $75.03, the fair market value of a share of Company common stock on January 1, 2018. The stock options and RSAs vest in eight equal installments on each of the eight anniversaries of January 1, 2018 (the “Shah Grant Date”). The PSAs vest in one-eighth increments only if the Company’s common stock price remains 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. The Shah Equity Award is otherwise subject to the terms and conditions of the 2015 Stock Plan, and the individual award agreements thereunder corresponding to the awards. As of January 1, 2022, 50% of the stock options, 62.5% of the PSAs, and 50% of RSAs under the Shah Equity Award had vested. As a result of the Consensus Spin-off, (i) 217,568 stock options, 163,181 PSAs, and 135,985 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.

Since fiscal 2016, when the Compensation Committee adopted a policy pertaining to the vesting of restricted stock awards issued to senior executive officers, including the named executive officers, the Company has been granting long-term equity based awards in the form of time-based restricted stock awards and RSUs and performance-based restricted stock awards and PSUs. The restricted shares and RSUs vest ratably over a five-year vesting period, with awards vesting one-fifth on each of the first five anniversaries of the date of the award provided that the recipient is still employed by Ziff Davis at the applicable vesting date (“time vesting restricted shares”). The performance shares and PSUs vest with respect to one-fifth of such shares at each such time as Ziff Davis common stock remains at or above specified stock prices for a specified number of trading days (“performance restricted shares”); provided that in the case of performance restricted shares (x) no such shares shall vest prior to the first anniversary of the date of grant, whether or not any stock price condition is satisfied prior to such time and (y) the recipient is still employed by Ziff Davis at the applicable vesting date. The recipients have a total of eight years to achieve any performance targets with respect to the performance shares and PSUs

In fiscal 2021, 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 determined that one-fourth of such shares will vest at each such time as Ziff Davis common stock remains at or above the following stock price targets over the potential vesting period: $123.53, $134.72, $146.93, and $160.24; provided that such stock price target is maintained for a 20 out of 30 consecutive trading day period. As a result of the Consensus Spin-off, the stock price targets for the two tranches of the 2021 PSA for which the stock price target had not been achieved were adjusted to $125.52, and $138.83, respectively.

Except with respect to Mr. Shah, in the event of a change of control of Ziff Davis, (a) each option granted under the 2015 Stock Plan will become immediately exercisable in full and (b) all outstanding restrictions on each share of restricted stock including time and performance based restrictions, and each RSU and PSU awarded under the 2015 Stock Plan will immediately lapse in full unless the Committee or the Board of Directors determines that the holder has been offered substantially identical replacement options, shares of restricted stock, RSUs or PSUs, as the case may be, and a comparable position at the acquiring company. With respect to Mr. Shah, in the event of a change of control of Ziff Davis, (a) each option granted under the 2015 Stock Plan will become

immediately exercisable in full if Mr. Shah’s employment is terminated other than for cause or good reason within two (2) years of the change in control, (b) all outstanding restrictions on each share of time-based restricted stock will immediately be canceled in full upon and simultaneously with the change of control unless the Board determines that Mr. Shah has been offered substantially identical replacement restricted stock and a comparable position at any acquiring company, and (c) the stock price conditions for performance-based restricted stock will be deemed satisfied based on the sale price per share realized in connection with the change in control plus the next additional tranche of performance-based restricted stock (the “Accelerated Performance-Vesting Shares”), and, to the extent such Accelerated Performance-Vesting Shares did not previously vest, all restrictions on each Accelerated Performance-Vesting Share will immediately be canceled in full upon and simultaneously with the Change in Control. Moreover, the Compensation Committee or Board of Directors may provide for awards under the 2015 Stock Plan to be canceled in exchange for a cash payment in connection with a change in control.

With respect to a participant’s outstanding vested options, upon the participant’s termination of employment with the Company or its subsidiaries as a result of his or her death, disability, retirement or if the participant dies during the three-month period after the termination of employment with the Company or its subsidiaries, such option shall, unless the applicable option agreement provides otherwise, expire one year after the date of his or her death, disability or retirement but in no event later than the original expiration date of the option. During such one-year period the option may be exercised by the participant’s executor or administrator or by any person or persons who shall have acquired the option directly from the participant by bequest or inheritance, but only to the extent that the participant was entitled to exercise the option at the date of his or her death and, to the extent the option is not so exercised, it shall expire and no longer be exercisable at the end of such one-year period. “Retirement” for purposes of Ziff Davis’ stock option agreement is defined as the termination of employment of the participant if (1) on the effective date of the termination of employment (the “Termination Date”), (i) the participant has reached the age of 65 on or before the Termination Date, and the Termination Date is not less than six (6) months following the date of the stock option agreement; or (ii) the participant has reached the age of 60 on or before the Termination Date and has completed not less than ten (10) years of service with the Company and/or its subsidiaries and (2) the participant has provided the Company with at least 12 months’ advance written notice of his or her intention to retire and the participant remains continuously employed with the Company or its subsidiaries during such 12 month period.

In the event that a participant’s employment with the Company or its subsidiaries terminates as a result of his or her death, disability or retirement, then (1) all outstanding restrictions on each time vesting restricted share, and each performance vesting restricted share granted before 2018, shall lapse on the later of (i) the date of such event, or (ii) the first anniversary of the date of the restricted stock agreement related thereto, (2) the continued employment conditions shall lapse on the remaining performance vesting restricted shares and the performance vesting restricted shares shall be eligible to meet the stock price performance conditions during the 36 months following the termination of employment (after which any unvested performance vesting restricted shares will be forfeited), provided that (x) such 36 month period is subject to and shall not extend the expiration date of the performance vesting restricted shares, and (y) no restrictions on performance vesting restricted shares shall lapse prior to the date that is the one year anniversary of the date of the restricted stock agreement related thereto, (3) in the case of death and disability, all unvested RSUs and PSUs will vest in full, and (4) in the case of retirement, all unvested RSUs and PSUs will be forfeited. “Retirement” for purposes of the restricted stock agreement is defined as set forth above.

The Board of Directors has adopted an anti-hedging and anti-pledging policy that prohibits officers and directors from engaging in transactions that would allow such officer or director to continue to own the Company’s common stock without taking on the full risks and rewards of stock ownership. The Board of Directors believes that when such transactions occur, those directors or officers engaged in any such transactions may no longer have the same objectives as the Company’s other stockholders under such circumstances. Therefore, the Company’s insider trading policies prohibit all employees, directors, and certain other designated persons of Ziff Davis and its subsidiaries and affiliates, together with their spouses, other persons living in their households, their children, and entities over which they exercise control or own, from engaging in the following transactions in the Company’s securities and any similar transactions:

After its review of all existing programs, consideration of current market and competitive conditions and alignment with Ziff Davis’ overall compensation objectives and philosophy, the Compensation Committee believes that the total compensation program for Ziff Davis’ executive officers is focused on increasing value for stockholders and enhancing Ziff Davis’ performance. The Compensation Committee currently is satisfied that, the compensation Ziff Davis pays to its named executive officers properly ties a significant portion of compensation to stock appreciation or stockholder value through stock-based compensation awards and annual cash incentive bonus measures and delivers compensation levels that are competitive with the compensation programs offered by other corporations with which Ziff Davis competes for executive talent.

As of December 31, 2021, the Company employed 4,872 persons for some or all of the year. In determining the median employee, the Company prepared a listing of all employees as of December 31, 2021 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 Company then determined the annual total compensation of the median employee using the same methodology used in determining the PEO’s annual total compensation as provided in the 2021 Summary Compensation Table below.

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.


Name and Principal Position	Year	Salary ($)	Bonus ($)(1)	Stock Awards ($)(2)	Option Awards ($)(3)	Non-Equity Incentive Plan Compensation ($)(1)	All Other Compensation ($)	Total ($)
Vivek Shah President & Chief Executive Officer	2021	$1,000,000	–	$13,514,102	–	$1,850,000	$30,009	$16,394,111
	2020	$1,000,000	–	–	–	$1,230,000	$26,423	$2,256,423
	2019	$1,000,000	–	–	–	$1,123,000	$25,953	$2,148,953
Scott Turicchi Former President and Chief Financial Officer	2021	$593,750	–	$2,750,174	–	$-	$22,675	$3,366,599
	2020	$750,000	–	$2,919,206	–	$967,500	$26,423	$4,663,129
	2019	$750,000	–	$2,741,299	–	$842,250	$18,233	$4,351,782
Jeremy D. Rossen Executive Vice President, General Counsel and Secretary	2021	$450,000	$225,000	$1,212,825	–	$555,000	$30,008	$2,472,833
	2020	$450,000	$18,000	$779,210	–	$455,000	$26,375	$1,710,585
	2019	$444,503	–	$703,591	–	$280,750	$18,233	$1,447,078
Steve P. Dunn Chief Accounting Officer	2021	$325,000	$70,000	$749,466	–	$333,000	$21,670	$1,499,136
	2020	$305,000	$9,500	$518,145	–	$297,413	$19,013	$1,139,571
	2019	$305,000	–	$472,424	–	$185,295	$13,737	$976,457

(2)These amounts represent the grant date fair value under ASC 718 for RSUs granted and report a grant date value for the PSUs based upon the probable outcome of the performance conditions. The ASC 718 value as of the grant date for RSUs and PSUs 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 RSUs and PSUs granted are included in Note 15, “Stock Options and Employee Stock Purchase Plan” to the audited financial statements for the fiscal year ended December 31, 2021, included in Ziff Davis’ Annual Report on Form 10-K filed with the SEC on March 15, 2022. Assuming the achievement of all performance conditions, the value of the 2021, 2020 and 2019 PSUs at the grant date would be: $1,500,035, $1,500,020, and $1,500,026, respectively, for Mr. Turicchi; $462,595, $400,419, and $385,008, respectively, for Mr. Rossen; and $280,003, $266,308, and $258,561, respectively, for Mr. Dunn.

Name

Grant Date

Estimated Future Payouts Under Non-Equity

Incentive Plan Awards

Estimated Future Payouts Under Equity Incentive

Plan Awards

All Other

Stock Awards:

Number of Shares of Stock or Units

(#)

All Other Option Awards:

Number of

Securities Underlying

Options

(#)

Exercise or

Base Price

of Option

Awards

($ / Sh)

Grant Date Fair Value of Stock and Option Awards

($)

Threshold(1)($)

Target($)

Maximum($)

Threshold(#)

Target

(#)

Maximum

(#)

Vivek Shah

2/9/2021(2)

–

1,000,000

1,850,000

–

11/20/2021

–

111,613(3)

–

13,514,102

R. Scott Turicchi

2/9/2021(2)

–

750,000

1,387,500

–

3/32021

–

28,812(4)(5)

–

2,750,174

Jeremy D. Rossen

2/9/2021(2)

–

300,000

555,000

–

3/3/2021

–

8,887)(4)(5)

–

848,011

11/20/2021

–

3,013(3)

364,814

Steve P. Dunn

2/9/2021(2)

–

180,000

333,000

–

3/3/2021

–

5,378(4)(5)

–

513,360

11/20/2021

–

1,950(3)

–

236,106

(5)On the date of grant, 50% of this award is an RSU and vests in four equal installments on each anniversary of the grant date, with the first installment vesting on March 3, 2022, provided that the recipient is still employed by Ziff Davis at the applicable vesting date, and 50% of this award is a PSU and vests with respect to one-fourth of such shares at each such time as Ziff Davis common stock remains at or above the following stock prices for at least 20 trading days in any 30 consecutive trading day period: $123.53, $134.72, $146.93, and $160.24, provided, with respect to this second 50% that (a) no such shares shall vest prior to the first anniversary of the date of grant and (b) the recipient is still employed by Ziff Davis at the applicable vesting date. As a result of the Consensus Spin-off, the stock price targets for the last two tranches of the 2021 PSA for which the stock price target had not been achieved were adjusted to $125.52, and $138.83, respectively.

Option Awards

Stock Awards

Name

Number of

Securities

Underlying

Unexercised

Options(1)(#)

Number of

Securities

Underlying

Unexercised

Options(1)(#)

Equity

Incentive

Plan Awards:

Number of

Securities

Underlying

Unexercised

Unearned

Options(#)

Option

Exercise

Price(1)($)

Option

Expiration Date

Number of

Shares or

Units of

Stock That

Have Not

Vested(1)(#)

Market

Value of

Shares or

Units of

Stock That

Have Not

Vested(2)($)

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

163,175

271,960

–

$68.97

1/1/2028(3)

413,703(4)

$45,863,115

–

R. Scott

Turicchi(5)

–

Jeremy D.

Rossen

–

22,188(6)

$2,459,762

–

Steve P. Dunn

–

14,311(7)

$1,586,517

–

(6)Consists of the unvested restricted stock with respect to the following RSAs, RSUs and PSUs: (a) 806 remaining RSAs granted on May 4, 2017 that vest ratably over five years, initially vesting on May 4, 2018; (b) 1,925 remaining RSAs granted on May 3, 2018 that vest ratably over five years, initially vesting on May 3, 2019; (c) 2,972 remaining RSAs granted on May 13, 2019 that vest ratably over five year, initially vesting on May 13, 2020; (d) 3,822 remaining RSUs granted on March 6, 2020 that vest ratably over five years, initially vesting on March 6, 2021; (e) 763 remaining RSUs granted on March 13, 2020 that vest ratably over five years , initially vesting on March 13, 2021; (f) 4,443 remaining RSUs granted on March 3, 2021 that vest ratably over four years , initially vesting on March 3, 2023; (j) 4,444 remaining PSUs granted on March 3, 2023 that vest based on specified

(7)Consists of the unvested restricted stock with respect to the following RSAs, RSUs and PSUs: (a) 567 remaining RSAs granted on May 4, 2017 that vest ratably over five years, initially vesting on May 4, 2018; (b) 1,370 remaining RSAs granted on May 3, 2018 that vest ratably over five years, initially vesting on May 3, 2019; (c) 1,998 remaining RSAs granted on May 13, 2019 that vest ratably over five year, initially vesting on May 13, 2020; (d) 2,540 remaining RSUs granted on March 6, 2020 that vest ratably over five years, initially vesting on March 6, 2021; (e) 508 remaining RSUs granted on March 13, 2020 that vest ratably over five years , initially vesting on March 13, 2021; (f) 2,689 remaining RSUs granted on March 3, 2021 that vest ratably over four years , initially vesting on March 3, 2023; (j) 2,689 remaining PSUs granted on March 3, 2023 that vest based on specified stock price targets of the Company’s common stock; and (k) 1,950 remaining RSUs granted on November 20, 2021 that vest ratably over four years, initially vesting on November 20, 2022.

Except with respect to the Shah Equity Award, in the event of a change of control of Ziff Davis, (a) each option granted under the 2015 Stock Plan will become immediately exercisable in full and (b) all outstanding restrictions on each share of restricted stock including RSAs, RSUs, PSAs and PSUs awarded under the 2015 Stock Plan will immediately lapse in full unless the Committee or the Board of Directors determines that the holder has been offered substantially identical replacement options, RSAs, RSUs, PSAs and/or PSUs, as the case may be, and a comparable position at the acquiring company. With respect to the Shah Equity Award, in the event of a change of control of Ziff Davis, (a) each option will become immediately exercisable in full if Mr. Shah’s employment is terminated other than for cause or good reason within two (2) years of the change in control, (b) all outstanding restrictions on each RSA will immediately be canceled in full upon and simultaneously with the change of control unless the Board determines that Mr. Shah has been offered substantially identical

replacement RSAs and a comparable position at any acquiring company, and (c) the stock price conditions for the PSAs will be deemed satisfied based on the sale price per share realized in connection with the change in control plus the next additional tranche of the PSAs (the “Accelerated Performance-Vesting Shares”), and, to the extent such Accelerated Performance-Vesting Shares did not previously vest, all restrictions on each Accelerated Performance-Vesting Share will immediately be canceled in full upon and simultaneously with the Change in Control. Moreover, the Compensation Committee or Board of Directors may provide for awards under the 2015 Stock Plan to be canceled in exchange for a cash payment in connection with a change in control.

As of December 31, 2021, each of the named executive officers would have realized the following gains from the acceleration of unvested RSAs and RSUs, and PSAs awarded before 2018, measured by multiplying the number of RSAs, RSUs and PSAs subject to acceleration by the closing price of Ziff Davis common stock on the Nasdaq Global Select Market on December 31, 2021, or $110.86: (1) in the case of death or permanent disability, Vivek Shah – $27,772,869; Jeremy D. Rossen – $1,967,100; and Steve P. Dunn – $1,288,415, and (2) in the case of retirement: Vivek Shah – $15,399,452; Jeremy D. Rossen – $632,235; and Steve P. Dunn – $436,234. The named executive officers’ PSAs and PSUs will remain outstanding and eligible to vest as described in this section.

(2) As of March 18, 2022, 47,280,738 shares of Ziff Davis common stock were outstanding. Shares of common stock beneficially owned and the respective percentages of beneficial ownership of common stock assumes the exercise or conversion of all options, warrants and other securities convertible into or exchangeable for common stock within 60 days of March 18, 2022. Shares issuable pursuant to the exercise of stock options and warrants exercisable within 60 days of March 18, 2022 or securities convertible into common stock within 60 days of March 18, 2022 are deemed outstanding and held by the holder of such shares of common stock, options, warrants, or the other securities listed above for purposes of computing the percentage of outstanding common stock beneficially owned by such person, but are not deemed outstanding for computing the percentage of outstanding common stock beneficially owned by any other person.

The Audit Committee of the Board of Directors has selected BDO USA, LLP (“BDO”) as independent auditors for Ziff Davis for the fiscal year ending December 31, 2022. BDO has served as Ziff Davis’ independent auditors since May 9, 2014. Notwithstanding the ratification of BDO as Ziff Davis’ independent auditors, the Audit Committee, in its discretion, may direct appointment of new independent auditors at any time during the year if the Audit Committee believes that such a change would be in the best interests of Ziff Davis and its stockholders. In addition, if the stockholders do not ratify the appointment of BDO, the Audit Committee will consider the appointment of other independent auditors, but is not required to do so. Representatives of BDO are expected to virtually attend the Annual Meeting and available to respond to appropriate questions. Those representatives will have the opportunity to make a statement if they wish to do so.

Ziff Davis’ management has the primary responsibility for establishing and maintaining adequate internal financial controls, for preparing the financial statements and for the public reporting process. BDO, Ziff Davis’ independent auditor for 2021, was responsible for expressing opinions on the conformity of Ziff Davis’ 2021 audited financial statements with generally accepted accounting principles and on the effectiveness of Ziff Davis’ internal control over financial reporting as of December 31, 2021. The Audit Committee reviewed Ziff Davis’ financial reporting process on behalf of the Board of Directors. As part of this review for fiscal 2021, the Audit Committee met privately with BDO and Ziff Davis’ internal auditors to discuss the Company’s financial statements and disclosures, accounting policies and their application, internal controls over financial reporting, and other matters of importance to the Audit Committee, BDO or the internal auditors.

In this context, the Audit Committee reviewed and discussed with management and BDO the audited financial statements for the year ended December 31, 2021, Ziff Davis’ internal control over financial reporting and BDO’s evaluation of Ziff Davis’ internal control over financial reporting. The Audit Committee discussed with BDO the applicable matters required to be discussed by the Public Company Accounting Oversight Board and the SEC. The Audit Committee has received the written disclosures and the letter from BDO required by applicable requirements of the Public Company Accounting Oversight Board regarding BDO’s communications with the Audit Committee concerning independence, and has discussed with BDO that firm’s independence. The Audit Committee concluded that BDO’s provision of audit and non-audit services to Ziff Davis and its affiliates through December 31, 2021, was compatible with BDO’s independence.

Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), requires Ziff Davis’ officers (as defined in Rule 16a-1(f)), directors and persons who own more than 10% of a registered class of Ziff Davis’ equity securities to file reports of ownership and changes in ownership with the SEC. Such persons are required by SEC regulations to furnish Ziff Davis with copies of all Section 16(a) forms they file. Based solely on Ziff Davis’ review of the copies of such forms received by Ziff Davis and written representations from certain reporting persons that they have complied with the relevant filing requirements, Ziff Davis believes that all filing requirements applicable to Ziff Davis’ officers, directors and 10% stockholders were complied with during the fiscal year ended December 31, 2021, except as follows due to inadvertent administrative errors on the part of Ziff Davis. A Form 4 to report an exercise of stock options and transfer of ownership of securities by director Richard S. Ressler was filed late on May 25, 2021.

In addition, the Ziff Davis Board of Directors has adopted a written policy governing the approval of Related-Party Transactions (the “RPT Policy”). “Related-Party Transactions” include any transaction or relationship directly or indirectly involving a director or director nominee, executive officer, a 5% stockholder of the Company or any person known by the Company to be an immediate family member of any of the foregoing individuals that would need to be disclosed under Item 404(a) of Regulation S-K. Such transactions do not include, however, indemnification payments, ordinary course business expenses or reimbursements or compensation paid to directors and executive officers for their services as directors and executive officers.

On September 25, 2017, the Board of Directors authorized the Company to enter into a commitment to invest $200 million in an investment fund (the “Fund”). The manager, OCV, and general partner of the Fund are entities with respect to which Richard S. Ressler, Chairman of the Board of Directors of the Company, is indirectly the majority equity holder. As a limited partner in the Fund, prior to the settlement of certain litigation generally related to the Company’s investment in the Fund in January 2022, the Company paid an annual management fee to the manager equal to 2.0% (reduced by 10% each year beginning with the sixth year) of capital commitments. In addition, subject to the terms and conditions of the Fund’s limited partnership agreement, once the Company received distributions equal to its invested capital, the Fund’s general partner will be entitled to a carried interest equal to 20%. The Fund has a six year investment period, subject to certain exceptions. The commitment was approved by the Audit Committee of the Board in accordance with the Company’s RPT policy. In connection with the settlement of litigation related to this matter, among other terms, no further capital calls will be made in connection with the Company’s investment in the Fund, nor will any management fees be paid by the Company to the manager. In 2021, the Company received ten capital call notices from the management of OCV for approximately $22.2 million, inclusive of certain management fees.

Under Rule 14a-8 of the Exchange Act, certain stockholder proposals may be eligible for inclusion in Ziff Davis’ proxy statement and form of proxy. The date by which stockholder proposals must be received by Ziff Davis so that they may be considered for inclusion in the proxy statement and form of proxy for Ziff Davis’ 2023 Annual Meeting of Stockholders is November 29, 2022 (or if the date of the next Ziff Davis annual meeting of stockholders is changed by more than 30 days from the date of the Annual Meeting, a reasonable time before Ziff Davis begins to print and mail its proxy materials). Assuming Ziff Davis holds the 2023 Annual Meeting of Stockholders on the anniversary of the Annual Meeting, stockholder proposals which a stockholder does not seek to include in the proxy statement and form of proxy pursuant to Rule 14a-8 of the Exchange Act must be received by Ziff Davis no earlier than February 9, 2022, and no later than March 11, 2022 (unless there are fewer than 70 days between the date the next annual meeting is announced and the date it is held, in which case such advance notice must be given not more than 10 days after the date of the announcement).

Ziff Davis will promptly deliver, upon oral or written request, a separate copy of the proxy statement or Notice of Internet Availability of Proxy Materials, or annual reports, proxy statements or Notices of Internet Availability of Proxy Materials in the future, to any stockholder residing at an address to which only one copy was mailed. Additionally, stockholders sharing an address may request delivery of a single copy of annual reports, proxy statements or Notices of Internet Availability of Proxy Materials if they are receiving multiple copies of such documents. All such requests should be directed to Ziff Davis’ Secretary, 114 5th Avenue, 15th Floor, New York, NY 10011, (212) 503-3500.

For Proposal 1 – Election of Directors, to be elected to the Ziff Davis Board of Directors, each of the six nominees must receive the affirmative vote of the majority of shares of Ziff Davis common stock present or represented by proxy and voting at the Annual Meeting (meaning the number of shares voted “for” a nominee must exceed the number of shares voted “against” such nominee). If the votes cast “for” a nominee do not exceed the votes cast “against” a nominee, pursuant to our Corporate Governance Guidelines, the nominee must promptly tender his resignation for consideration by the Company’s Environmental, Social and Governance Committee, which will recommend to the Board of Directors the action to be taken.

Pursuant to rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to provide access to our proxy materials over the Internet. Accordingly, we are sending a Notice of Internet Availability of Proxy Materials (the “Notice”) to our stockholders of record and beneficial owners. All stockholders will have the ability to access the proxy materials on the website referred to in the Notice or request to receive a printed set of the proxy materials. Instructions on how to access the proxy materials over the Internet or to request a printed copy may be found in the Notice. In addition, stockholders may request to receive proxy materials in printed form by mail or electronically by email on an ongoing basis.

If you are the beneficial owner of shares held in street name and do not instruct your bank or broker how to vote your shares, your bank or broker will not be able to vote your shares on certain matters scheduled to come before the Annual Meeting. Your broker is not permitted to vote your uninstructed shares on Proposal 1 – Election of Directors or Proposal 2 – Advisory Vote on the Compensation of the Named Executive Officers. Thus, if you hold your shares in street name and you do not instruct your bank or broker how to vote with respect to the aforementioned proposals, no votes will be cast on your behalf on such proposals. Your broker will, however, continue to have discretion to vote any uninstructed shares on Proposal 3 – Ratification of Selection of Independent Auditors.

If your bank or broker does not have discretion to vote your shares held in street name on a particular proposal and you don’t give your broker instructions on how to vote your shares, or your broker has such discretion but does not exercise it, the votes will be broker non-votes, which will be counted for purposes of determining whether a quorum is present for transaction of business at the Annual Meeting. Broker non-votes will have no effect on the vote for Proposal 1 – Election of Directors, Proposal 2 – Advisory Vote on the Compensation of the Named Executive Officers, or Proposal 3 – Ratification of Selection of Independent Auditors.


Board Diversity Matrix (as of March 18, 2022)
Total Number of Nominees	6
	Female	Male
Part I: Gender Identity
Nominees	2	4
Part II: Demographic Background
African American or Black	-	1
Asian	-	1
White	2	1
Did Not Disclose	-	1


Name	Fees Earned or Paid in Cash ($)	Stock Awards ($)(1)(2)	Total ($)
Richard S. Ressler	$276,000(3)	$200,122	$476,122
Douglas Y. Bech(4)	$85,000	$200,122	$285,122
Sarah Fay	$98,348	$200,122	$298,470
Trace Harris	$37,528	$199.996	$237,524
W. Brian Kretzmer	$95,000	$200,122	$295,122
Jonathan Miller	$70,000	$200,122	$270,122
Stephen Ross(4)	$70,000	$200,122	$270,122
Pamela Sutton-Wallace(4)	$70,000	$200,122	$270,122
Scott C. Taylor	$70,000	$200,122	$270,122


Adjusted Non-GAAP Net Income Achievement
Achievement Threshold %	Achievement Threshold Amount	Payout %
90%	$338,912,000	0%
95%	$357,741,000	50%
100%	$376,569,000	100%
103%	$387,866,000	130%
108.5%	$408,653,000	185%


Year	Aggregate Target Bonus	Percent Annual Goal Achieved	Percent Target Bonus Achieved	Percent Bonus Paid	Aggregate Bonus Paid
2019	$2,165,000	101.2%	112.3%	112.3%	$2,431,295
2020	$2,179,950	102.3%	123.0%	135.3%	$2,949,913
2021	$1,480,000	109.7%	185.0%	185.0%	$2,738,000


Name	Number of Performance Based Restricted Stock Units(1)	Dollar Value of Performance Based Restricted Stock Units	Number of Time Based Restricted Stock Units(1)	Dollar Value of Time Based Restricted Stock Units	Dollar Value of Long-Term Equity Incentive Award	Dollar Value of Long-Term Equity Incentive Award Over Term
Vivek Shah	_	_	111,613	$13,514,102	$13,514,102	$3,378,526
R. Scott Turicchi	14,406	$1,250,139	14,406	$1,500,035	$2,750,174	$687,544
Jeremy D. Rossen	4,444	$385,530	7,456	$827,295	$1,212,825	$303,206
Steve P. Dunn	2,689	$233,357	4,639	$516,109	$749,466	$187,412


☐						Preliminary Proxy Statement
☐						Confidential, For Use of the Commission Only (as permitted by Rule 14a-6(e)(2))
☒						Definitive Proxy Statement
☐						Definitive Additional Materials
☐						Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12


NAME	AGE	PRINCIPAL OCCUPATION	DIRECTOR SINCE
Vivek Shah	48	CEO of Ziff Davis, Inc.	2018
Sarah Fay(1)(2)(3)	59	Partner at Glasswing Ventures	2018
Trace Harris(4)(5)	56	Director on the boards of Altair Engineering, Bungie, Anzu Special Acquisition Corp I, and USA Climbing.	2021
W. Brian Kretzmer(2)(4)	68	Private Investor	2007
Jonathan F. Miller(2)(5)	65	CEO, Integrated Media	2015
Scott C. Taylor(4)(5)	57	Former Executive Vice President and General Counsel at NortonLifeLock Inc.	2020


Committee			Number of Meetings in 2021
Audit Committee			9
Compensation Committee			4
Environmental, Social and Governance Committee			3
Executive Committee			0


Name	Target Bonus	Percent Target Bonus Achieved	Percent Target Bonus Paid	2020 Bonus Payment (paid in 2021)
Vivek Shah	$1,000,000	185%	185%	$1,850,000
Jeremy D. Rossen	$300,000	185%	185%	$555,000
Steve P. Dunn	$180,000	185%	185%	$333,000


Name	Year	Insurance Premiums ($)	Company Contributions to Retirement and 401(k) Plans ($)	Total ($)
Vivek Shah	2021	$24,209(1)	$5,800	$30,009
	2020	$20,723(2)	$5,700	$26,423
	2019	$20,353(3)	$5,600	$25,953

R. Scott Turicchi	2021	$18,175(4)	$4,500	$22,675
	2020	$20,723(2)	$5,700	$26,423
	2019	$17,233(5)	$1,000	$18,233

Jeremy D. Rossen	2021	$24,208(6)	$5,800	$30,008
	2020	$20,675(7)	$5,700	$26,375
	2019	$17,233(5)	$1,000	$18,233

Steve P. Dunn	2021	$15,870(8)	$5,800	$21,670
	2020	$14,036(9)	$4,977	$19,013
	2019	$12,737(10)	$1,000	$13,737


Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights(1)(a)	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights(b)	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans(1) (Excluding Securities Reflected in Column (a)) (c)
Equity compensation plans approved by security holders	440,574(2)	$68.45	3,005,260(3)
Equity compensation plans not approved by security holders	—	—	—


Name	Number of Shares Beneficially Owned(1)	Approximate Percentage
BlackRock, Inc. 55 East 52nd Street New York, NY 10022	5,074,102(2)	10.73%
The Vanguard Group, Inc. 100 Vanguard Blvd. Malvern, PA 19355	4,448,104(3)	9.41%
Janus Henderson Group plc 201 Bishopsgate EC2M 3AE, United Kingdom	3,596,378(4)	7.61%


	Number of Shares Beneficially Owned(2)	Approximate Percentage
Richard S. Ressler	1,178,982 (3)	2.49%
Vivek Shah	745,428(4)	1.57%
Sarah Fay	9,908(5)	*
Trace Harris	460	*
W. Brian Kretzmer	9,320(6)	*
Jonathan F. Miller	166,147(7)	*
Scott C. Taylor	5,122(8)	*
R. Scott Turicchi	-(9)	*
Jeremy D. Rossen	11,418(10)	*
Steve P. Dunn	9,508(11)	*
All directors and executive officers as a group (11 persons)	2,136,293(12)	4.50%


	2021	2020
Audit Fees(a)	$5,440,329	$4,496,757
Audit-Related Fees(b)	$404,746	$18,183
Tax Fees(c)	$180,613	$188,200
All Other Fees(d)	—	—
Total	$6,025,688	$4,703,140