ZIFF DAVIS INC (ZD)
Sector: Communication
2026 Annual Meeting Analysis
ZIFF DAVIS INC · Meeting: May 6, 2026
Directors FOR
3
Directors AGAINST
5
Say on Pay
FOR
Auditor
AGAINST
Director Elections
Election of Directors
Against Analysis
Shah has served as a director and CEO since 2018, giving him full tenure overlap with the underperformance period; ZD's 3-year stock return is -44%, trailing the compensation peer group median by 23.3 percentage points, which exceeds the 20-point trigger threshold for companies with negative absolute returns, and the 5-year return of -59.3% is also worse than the peer median of -65.6%, meaning the 5-year mitigant does not apply to downgrade this vote.
Fay has served as a director and Board Chair since 2018, giving her full tenure overlap with the underperformance period; ZD's 3-year stock return of -44% trails the peer group median by 23.3 percentage points, exceeding the 20-point trigger for negative-TSR companies, and the 5-year return of -59.3% also underperforms the peer median, so the 5-year mitigant does not apply.
Harris joined in 2021, giving her substantial tenure overlap with the 3-year underperformance period; ZD's 3-year return of -44% trails the peer group median by 23.3 percentage points, exceeding the 20-point trigger threshold, and the 5-year return of -59.3% does not exceed the peer median in a positive direction, so the 5-year mitigant does not apply.
Kretzmer has been a director since 2007, giving him full tenure overlap with all underperformance periods; ZD's 3-year return of -44% trails the peer group median by 23.3 percentage points, exceeding the 20-point trigger threshold for negative-TSR companies, and the 5-year return does not provide a mitigating track record.
Taylor has served as a director since 2020, giving him full tenure overlap with the 3-year underperformance period; ZD's 3-year return of -44% trails the peer group median by 23.3 percentage points, exceeding the 20-point trigger threshold, and the 5-year return of -59.3% does not provide a mitigating longer-term track record.
For Analysis
Barsten joined in 2023, which is less than 24 months before the 2026 meeting date, making her exempt from the TSR underperformance trigger under the policy's new-director exemption; she also brings strong audit expertise as a former KPMG Global Audit Sector Leader for Technology, making her well-qualified for her Audit Committee role.
McDonald joined in 2023, which is less than 24 months before the 2026 meeting date, making him exempt from the TSR underperformance trigger under the policy's new-director exemption; he brings relevant digital media and advertising experience well-suited to Ziff Davis's business.
Ray joined in 2024, well within the 24-month new-director exemption window, so the TSR underperformance trigger does not apply; he brings deep telecommunications and technology expertise relevant to Ziff Davis's connectivity and cybersecurity businesses.
Five of eight director nominees — Shah, Fay, Harris, Kretzmer, and Taylor — are voted AGAINST due to meaningful tenure overlap with a sustained period of stock underperformance: ZD's 3-year return of -44% trails the company-disclosed compensation peer group median by 23.3 percentage points, exceeding the 20-point policy trigger for companies with negative absolute returns, and the 5-year return of -59.3% does not provide a mitigating track record. Three newer directors — Barsten, McDonald, and Ray — are exempt from the TSR trigger under the policy's 24-month new-director exemption and are voted FOR.
Say on Pay
✓ FORCEO
Vivek Shah
Total Comp
$11,767,948
Prior Support
68.4%%
The prior year say-on-pay vote came in at 68.4%, which is below the policy's 70% concern threshold; however, the company responded substantively — it extended performance stock award measurement periods to a single 3-year window, clarified that bonuses are purely formulaic with no discretion, amended stock ownership guidelines to exclude unvested equity, clarified the clawback policy's scope to cover all named executives, and committed to an annual CEO equity grant cadence, demonstrating genuine engagement with shareholder concerns. CEO total compensation of approximately $11.8 million is predominantly variable — over 85% comes from equity awards and performance-linked bonuses — and the company notes that executives actually realized only 26% of their reported pay over the last three years due to stock price underperformance, showing the incentive structure is working as intended. The pay mix is appropriate, the clawback policy is meaningful, and the corrective actions taken after the sub-70% vote are sufficient to support approval this year.
Auditor Ratification
✗ AGAINSTAuditor
KPMG LLP
Tenure
3 yrs
Audit Fees
$3,767,000
Non-Audit Fees
$2,202,000
KPMG's non-audit fees for 2025 — comprising $1,000,000 in audit-related fees and $1,202,000 in tax fees — total approximately $2,202,000 against audit fees of $3,767,000, producing a non-audit ratio of roughly 58%, which exceeds the policy's 50% threshold and raises independence concerns; KPMG was appointed in March 2023 so tenure is only about 3 years, well below the 25-year concern threshold, and no restatements are disclosed, but the elevated non-audit fee ratio alone triggers a no vote under the policy.
Overall Assessment
The 2026 Ziff Davis annual meeting ballot contains three proposals: director elections, auditor ratification, and an advisory vote on executive compensation. We vote AGAINST five of eight director nominees due to sustained stock underperformance relative to the company's own compensation peer group, AGAINST KPMG's ratification due to non-audit fees exceeding 50% of audit fees, and FOR on say-on-pay given meaningful corrective actions taken in response to last year's below-70% shareholder vote.
Compensation Peer Group
20 companies disclosed in 2026 proxy filing