Jana Barsten
ZIFF DAVISAbout Jana Barsten
Jana Barsten (age 61) is an independent director of Ziff Davis (ZD) and Chair of the Audit Committee. She joined the ZD Board in 2023 after a 37-year public accounting career, including serving as KPMG’s Global Audit Sector Leader for the Technology Industry and a member of KPMG’s Global TMT Board. She holds a B.S. in Accounting from San Diego State University.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| KPMG | Global Audit Sector Leader – Technology Industry; led U.S. Technology Audit | 2007–2023 | Global TMT Board member; advised largest tech clients on revenue recognition, M&A, financings |
| Arthur Andersen LLP | Partner | 1986–2002 | Audit leadership in technology sectors |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Robert Half Inc. (Public) | Director | 2023–Present | Public company board experience |
| Peninsula Open Space Trust (Private/Non-profit) | Director | 2025–Present | Environmental non-profit governance |
| Housing Trust, Silicon Valley (Private/Non-profit) | Director | 2023–Present | Affordable housing initiatives |
| Girl Scouts of Northern California (Private/Non-profit) | Director | 2019–Present | Community and ESG-aligned work |
Board Governance
- Committee assignments and chair roles:
- Audit Committee Chair (designated “CC” in committee matrix); the Audit Committee met 9 times in 2024; Audit Committee Report signed by Barsten as Chair.
- Independence and qualifications:
- The Board determined all directors other than the CEO are independent; all Audit Committee members are independent and deemed “audit committee financial experts.”
- Attendance and engagement:
- The Board met 7 times in 2024; each director serving the full year attended at least 75% of Board and committee meetings; all then-current directors attended the 2024 annual meeting.
- Governance practices:
- Executive sessions of non-management directors are held at least four times annually, led by the Board Chair.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual Cash Retainer | $70,000 | Standard non-employee director cash retainer |
| Audit Committee Chair Retainer | $25,000 | Additional annual cash retainer for Audit Chair |
| Fees Earned (2024, reported) | $70,027 | Barsten’s reported cash fees for 2024 |
Performance Compensation
| Equity Element | Grant Date/Structure | Fair Value (2024) | Vesting/Performance Metrics |
|---|---|---|---|
| Annual RSU Award | Granted on 2024 annual meeting date | $199,958 | RSUs vest fully on first anniversary; time-based only; no performance metrics |
| Program Change (2025) | Board approval on Mar 5, 2025 | n/a | Annual director RSU increased from ~$200,000 to $250,000 starting 2025; time-based vesting maintained |
Note: Ziff Davis does not use performance-conditioned equity for non-employee directors; director equity vests time-based over one year, reinforcing alignment without encouraging short-term risk-taking.
Other Directorships & Interlocks
| Company | Sector | Role | Potential Interlocks/Conflicts Noted |
|---|---|---|---|
| Robert Half Inc. | Staffing/Professional Services | Director | No ZD-related transactions disclosed in proxy; standard related-party policy oversight via ESG Committee |
Expertise & Qualifications
- Financial/Audit Expertise (Audit Committee Financial Expert qualification; revenue recognition, M&A, global offerings).
- Industry Experience: Technology/software, internet and services; IPOs and international expansion.
- Education: B.S., Accounting, San Diego State University.
Equity Ownership
| Ownership Detail | Amount | Notes |
|---|---|---|
| Beneficial Ownership (as of Mar 14, 2025) | 7,957 shares | As reported in management table |
| RSUs Unvested at 12/31/2024 (Directors) | 3,610 shares | Unvested RSUs outstanding for Barsten at year-end 2024 |
| RSUs Vesting Within 60 Days of Record Date | 4,347 shares | RSUs deemed beneficial within 60 days of record date |
| Hedging/Pledging | Prohibited | Company policy prohibits hedging and pledging by directors; pre-clearance required |
| Stock Ownership Guidelines | 5x annual board cash retainer | Directors must hold shares equal to 5x the board retainer; as of Dec 31, 2024, all non-management directors were in compliance |
Governance Assessment
-
Strengths
- Deep audit and technology sector expertise as former KPMG Global Technology Audit leader; designated “audit committee financial expert,” aligning with her role as Audit Chair.
- Strong independence posture: all committees composed solely of independent directors; Board separation of Chair/CEO; regular executive sessions.
- Alignment mechanisms: mandatory stock ownership guidelines (5x retainer); anti-hedging/anti-pledging policy; time-based equity for directors.
- Engagement: Board met 7 times; Audit Committee met 9 times; 75%+ attendance threshold met by all full-year directors; directors attended 2024 annual meeting.
-
Potential Risks/Watch Items
- Auditor affiliation optics: KPMG is ZD’s independent auditor; Barsten retired from KPMG in 2023 and now chairs ZD’s Audit Committee. While the company affirms both her independence and KPMG’s independence, investors may monitor perceived familiarity risk and oversight rigor.
- Director pay step-up: the annual RSU award for directors increased from ~$200,000 to $250,000 effective March 5, 2025; investors often assess whether pay levels remain aligned with workload, complexity, and peers.
-
Related-Party/Conflicts Oversight
- ESG Committee oversees potential conflicts and related-party transactions under a formal policy; factors include fairness, business rationale, independence, and reputational risk. No specific related-party transactions are listed in the 2025 proxy.
-
Shareholder Signals
- Say-on-pay support of ~91.7% in 2024 indicates broad investor alignment with compensation programs and governance practices more broadly.
Director Compensation (Detail)
| Name | Fees Earned or Paid in Cash (2024) | Stock Awards (2024) | Total (2024) |
|---|---|---|---|
| Jana Barsten | $70,027 | $199,958 | $269,985 |
Standard 2024 director compensation: $70,000 cash retainer; $25,000 additional for Audit Chair; $200,000 annual RSU vesting in one year; increased to $250,000 for 2025 awards.
Board & Committee Activity (2024)
| Body | Meetings in 2024 | Notes |
|---|---|---|
| Board of Directors | 7 | ≥75% attendance by all full-year directors; all attended 2024 annual meeting |
| Audit Committee | 9 | Chaired by Barsten; members are independent “financial experts” |
| Compensation Committee | 4 | Independent members |
| ESG Committee | 4 | Oversees conflicts, related-party transactions, stock ownership guideline compliance |
Policy Framework Relevant to Directors
- Director Independence: All non-employee directors independent under SEC and Nasdaq rules.
- Anti-Hedging/Anti-Pledging: Directors prohibited from hedging, short sales, maintaining margin accounts, or pledging company stock; pre-clearance required.
- Stock Ownership Guidelines: Directors must hold shares equal to 5x annual board cash retainer; all non-management directors in compliance as of 12/31/2024.
- Clawback: Company maintains an SEC/Nasdaq-compliant clawback policy for executive officers (not directors) for restatements.
Overall, Barsten’s long-tenured audit and technology experience, combined with independence safeguards and active committee leadership, support board effectiveness. The primary governance watch item is auditor-affiliation optics (KPMG as auditor; former KPMG senior partner as Audit Chair), which the company addresses through independence determinations and oversight disclosures. Continued transparent audit committee reporting and robust auditor oversight will be key to sustaining investor confidence.