Kirk McDonald
ZIFF DAVISAbout Kirk McDonald
Kirk McDonald, 58, is an independent director of Ziff Davis (ZD) since 2023 and serves on the Compensation Committee and the Environmental, Social, and Governance (ESG) Committee. He is the Chief Executive Officer of Sundial Media Group (since 2024) and brings deep operating experience across digital media, advertising, and technology; he also serves as a director of Elanco (public company) since 2019. The Board highlights his executive leadership and strategy expertise, including prior C‑suite roles at GroupM North America and Xandr/AT&T, as key credentials for ZD’s evolving media and technology portfolio. Education not disclosed in the proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sundial Media Group | Chief Executive Officer | 2024–Present | CEO leadership in media; growth and transformation focus |
| GroupM North America | Chief Executive Officer | 2020–2023 | Led 6,500-person org; inclusion initiatives |
| Xandr (AT&T) | Chief Business Officer; Chief Marketing Officer | 2019–2020; 2018–2019 | Commercial and go-to-market leadership in adtech |
| AT&T Advertising & Analytics | Chief Marketing Officer | 2017–2018 | Marketing leadership in data/advertising |
| PubMatic, Inc. | President | 2011–2017 | Programmatic advertising operating experience |
| Time Inc. | President of Digital | 2009–2011 | Digital operations and transformation |
| Fortune/Money Group (Time Inc.) | Chief Advertising Officer | 2008 | Advertising revenue leadership |
External Roles
| Organization | Role | Tenure | Committees/Notes |
|---|---|---|---|
| Elanco (public) | Director | 2019–Present | Committee roles not disclosed in ZD proxy |
Board Governance
- Committee assignments: Member, Compensation Committee; Member, ESG Committee. Not a committee chair. Compensation Committee chair: Scott C. Taylor; ESG Committee chair: Trace Harris. Audit Committee chair: Jana Barsten.
- Independence: The Board determined all directors other than the CEO are independent under SEC and Nasdaq rules; committees (Audit, Compensation, ESG) are composed solely of independent directors.
- Meetings and attendance: Board met 7 times in 2024; each director serving the full year attended at least 75% of Board and applicable committee meetings; all directors attended the 2024 annual meeting.
- Committee activity levels (2024): Audit (9 meetings), Compensation (4), ESG (4).
- Executive sessions of non‑management directors are held at least four times a year, led by the Chair (Sarah Fay). CEO and Chair roles are separated.
- Oversight mandates: ESG Committee oversees related‑party transactions and potential conflicts; Audit Committee oversees financial reporting and cybersecurity risk; Compensation Committee administers executive and director compensation, stock ownership guidelines, and clawback policy.
Fixed Compensation (Director)
| Component | 2024 Amount ($) | Notes |
|---|---|---|
| Annual cash retainer (non‑management director) | 70,000 | Standard director retainer; no committee chair fees for McDonald in 2024 |
| Equity (annual RSU grant) | 199,958 | Granted at 2024 annual meeting; vests on 1st anniversary |
| Total reported 2024 compensation | 269,958 | Fees + stock grant (ASC 718 grant‑date fair value) |
| Unvested RSUs outstanding (12/31/2024) | 3,610 shares | Unvested at year‑end for McDonald |
| Policy update (approved 3/5/2025) | 250,000 | Annual director RSU value increased to $250,000 starting 2025 |
- Director compensation structure: annual cash retainer plus time‑based RSUs; no options or performance‑vested equity for directors disclosed.
Performance Compensation (Committee‑Oversight Metrics)
As a member of the Compensation Committee, McDonald oversees executive pay programs (not his director pay). 2024 program design and outcomes:
| Metric | Threshold/Target/Max | 2024 Actual/Outcome | Payout Impact |
|---|---|---|---|
| Adjusted Net Income (Executive Bonus Plan) | Threshold 85% of $310,864,856; Target 100%; Max 108.5% | 94.7% of target achieved | Pool funded at 62% of target |
| CEO bonus (for reference) | Target $1,000,000 | 62% achieved | $620,000 paid |
| CFO bonus (for reference) | Target $750,000 | 62% achieved | $465,000 paid |
| GC bonus (for reference) | Target $325,000 | 62% achieved | $201,500 paid |
| ESG bonus component | Up to 15% of target bonus | 2024 awards: CEO $100k; CFO $75k; GC $32.5k | Beginning 2025, tied to CDP, MSCI, ISS, S&P CSA, Sustainalytics standards |
| Long‑term equity for executives | RSUs + PSUs | PSUs tied to relative TSR over three‑year period (transition 15/35/50% over 1/2/3 years for 2024 grants) | Strengthens pay‑for‑performance alignment |
- Say‑on‑pay: 91.7% approval at the 2024 annual meeting, signaling investor support for program design overseen by the Committee.
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | Elanco (Director, 2019–Present) |
| Committee interlocks | None reported for the Compensation Committee (members included McDonald) under SEC rules. |
| Third‑party director compensation | None: no compensation arrangements with third parties for ZD directors’ candidacy or service. |
| Board service limits | Non‑employee directors limited to 4 public boards (incl. ZD) absent case‑by‑case exception; audit committee seats limited to 3. |
Expertise & Qualifications
- Board‑identified competencies include executive leadership, strategy/business development, capital management, subscriptions, advertising/sales, and experience across technology/software, digital media/entertainment, and telecommunications. He has prior public company board experience.
- Governance and inclusion leadership experience (e.g., GroupM inclusion initiatives; role in founding the Black Executive CMO Alliance) supports ESG Committee service.
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of 3/14/2025) | 6,640 shares | 3,030 common shares + 3,610 RSUs vesting within 60 days; less than 1% ownership |
| Director stock ownership guideline | 5x annual Board cash retainer | Non‑management directors must hold ≥5x cash retainer; all directors in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited | Company policy bans hedging, short sales, and pledging by directors/officers |
Governance Assessment
- Strengths: Independent director with deep operating experience in digital media/adtech; serves on Compensation and ESG Committees central to pay, conflicts, and governance quality. Strong recent investor support for executive pay (91.7% say‑on‑pay) and enhanced PSU design linked to relative TSR bolster alignment. Attendance and committee activity levels indicate an engaged board. No interlocks or related‑party transactions disclosed.
- Compensation alignment: Director pay mix is standard (cash + time‑based RSUs). As a Compensation Committee member, McDonald oversaw 2024 outcomes with the bonus pool funded at 62% on 94.7% Adjusted Net Income achievement and ESG bonus determinations; PSUs emphasize multi‑year TSR, indicating stronger at‑risk orientation for executives.
- Conflicts/Red flags: None disclosed—no third‑party director compensation, hedging/pledging prohibited, no reported related‑party transactions, and Compensation Committee interlocks not present. Shares pledged: none disclosed.
- Time/commitment check: Serves on two public boards (ZD, Elanco) and is an operating CEO; ZD policy caps board seats at four (and three audit committees), indicating compliance with workload limits. Monitor time demands if additional roles are added.
Overall signal: McDonald’s committee roles (Compensation, ESG), independence, and lack of conflicts support board effectiveness; pay practices show improving performance linkage (relative TSR PSUs) with strong shareholder backing, which is a constructive signal for investor confidence.