Neville Ray
ZIFF DAVISAbout Neville Ray
Neville Ray, 62, is an independent director at Ziff Davis (ZD) since 2024, serving on the Compensation Committee and the Environmental, Social, and Governance (ESG) Committee. He is the former President of Technology and Chief Technology Officer of T‑Mobile USA with three decades in telecommunications, and is also a member of the U.S. President’s National Security Telecommunications Advisory Committee. His board tenure brings deep network, 5G, and cyber/tech operating expertise; the Board has determined he is independent under SEC and Nasdaq rules.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| T‑Mobile USA | President & Strategic Network Advisor to the CEO | 2023 | Senior advisory role on network strategy and operations |
| T‑Mobile USA | President of Technology | 2019–2023 | Led U.S. wireless network design, deployment, and operations |
| T‑Mobile USA | Chief Technology Officer | 2010–2019 | Oversaw technology strategy and execution |
| T‑Mobile USA | EVP, Network Operations | 2005–2019 | Ran nationwide network operations |
| T‑Mobile USA | VP, Engineering & Operations | 2000–2005 | Engineering leadership |
| Pacific Bell Mobile Services | Network Vice President | 1995–1999 | Regional network leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| American Tower Corporation (public) | Director | 2024–Present | Current public company directorship |
| U.S. President’s National Security Telecommunications Advisory Committee | Member | Not disclosed | Federal advisory committee member |
| CTIA | Former Vice Chair and Director | 2020–2023 | Wireless industry trade association leadership |
| 5G Americas | Former Chair & Board of Governors | 2008–2023 | Regional 5G advocacy/standards body leadership |
| Next Generation Mobile Networks Alliance | Former Director | 2016–2020 | Global mobile standards collaboration |
Board Governance
- Committee assignments: Compensation Committee member; ESG Committee member; not a chair. The Compensation and ESG Committees are composed solely of independent directors.
- Meeting cadence and attendance: The Board met 7 times in 2024; Compensation Committee met 4 times; ESG Committee met 4 times. Each director serving the full calendar year attended at least 75% of their Board and committee meetings; all then‑current directors attended the 2024 annual meeting. Executive sessions of non‑management directors occur at least four times annually.
- Independence: All directors other than the CEO are independent; committees are fully independent.
- Ownership alignment: Non‑management directors must hold stock equal to at least 5× the annual Board cash retainer (5‑year compliance window); as of Dec 31, 2024, all non‑management directors were in compliance.
- Conflicts oversight: ESG Committee oversees related‑party transactions and potential conflicts; Company policy requires ESG Committee approval/ratification of any Related‑Party Transactions.
- Hedging/pledging: Company policy prohibits directors from hedging and pledging Company stock. Pre‑clearance is required for director trading and trades generally limited to open windows.
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $70,000 | Standard non‑management director cash retainer |
| Committee chair retainers | $0 | Not a chair (Audit Chair $25k; Comp Chair $15k; ESG Chair $15k) |
| Chair of the Board retainer | $0 | Not Board Chair (Chair retainer $150k) |
| Reimbursements | As incurred | Reasonable expenses reimbursed |
Performance Compensation
| Element | Grant date(s) | Instruments | Shares/Units | Grant date fair value | Vesting/Terms |
|---|---|---|---|---|---|
| Director equity – Annual | May 2024 | RSUs | Not disclosed | $199,958 | Annual director grant vests fully on first anniversary of grant |
| Director equity – Joining grant | Jan 2024 | RSUs | Not disclosed | $199,954 (included in total) | Granted upon joining; RSUs outstanding roll into 6,666 unvested units at 12/31/24 |
| Total 2024 stock awards | 2024 | RSUs | 6,666 unvested as of 12/31/24 | $399,912 | Unvested RSUs outstanding at 12/31/24 total 6,666 shares |
| Policy update | Mar 5, 2025 | RSUs | — | — | Annual director restricted stock award increased from $200,000 to $250,000 going forward |
No director performance metrics are used; director equity is time‑vested RSUs (not options/PSUs).
Other Directorships & Interlocks
| Company | Relationship | Interlock/Notes |
|---|---|---|
| American Tower Corporation | Current public company directorship | No interlocks disclosed with ZD competitors/customers/suppliers; Company states no Compensation Committee interlocks exist. |
| CTIA; 5G Americas; NGMN Alliance | Prior industry boards | Industry leadership; not related‑party transactions at ZD. |
Expertise & Qualifications
- Telecom network engineering and operations leader (CTO/President of Technology at T‑Mobile); depth in 5G deployment and regulatory environment.
- Strategy and capital management experience running large‑scale U.S. network programs; cybersecurity and technology domain familiarity.
- Governance: serves on another public company board (American Tower) and U.S. federal advisory committee; independent ZD director with Compensation and ESG committee responsibilities.
Equity Ownership
| Holder | Beneficial ownership (shares) | Notes |
|---|---|---|
| Neville Ray | 6,666 | Consists of 3,056 common shares and 3,610 RSUs vesting within 60 days of record date (March 14, 2025) |
| Shares outstanding | 42,916,866 | As of March 14, 2025 |
Stock ownership guidelines: Non‑management directors must hold shares equal to at least 5× the annual Board cash retainer; all directors were in compliance as of Dec 31, 2024. Hedging, pledging, and derivative transactions are prohibited for directors.
Governance Assessment
- Strengths: Independent status; relevant operating and regulatory expertise; dual committee service (Compensation and ESG) with active committee cadence; robust director ownership guidelines and compliance; prohibitions on hedging/pledging; no third‑party director compensation arrangements; no Compensation Committee interlocks disclosed.
- Compensation alignment: Director pay mix appropriately emphasizes equity (time‑vested RSUs) alongside modest cash retainer; 2024 total director comp for Ray was $469,912 (cash $70,000; equity $399,912). Annual equity increased to $250,000 for 2025 enhancing long‑term alignment.
- Attendance/engagement: Board and committees met regularly; directors who served the full year met at least 75% attendance; all directors attended 2024 annual meeting; executive sessions held at least quarterly.
- Conflicts/related‑party exposure: ESG Committee reviews/approves any related‑party transactions; none involving Ray are disclosed; policy framework in place.
- RED FLAGS: None disclosed regarding attendance shortfalls, related‑party transactions, hedging/pledging, or third‑party director compensation; no interlocks reported.