Sarah Fay
ZIFF DAVISAbout Sarah Fay
Sarah Fay is Chair of Ziff Davis’ Board of Directors and a member of the Compensation Committee; age 62, director since 2018, and a former Partner and Managing Director at Glasswing Ventures . The Board separates the CEO and Chair roles, with the Chair leading agendas and presiding over meetings, enhancing governance effectiveness . Ziff Davis has determined that all directors other than the CEO are independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Glasswing Ventures | Partner and Managing Director | 2016–2023 | Investing in early-stage AI businesses; governance experience |
| Aegis Media North America | Chief Executive Officer | 2008–2009 | Led media operations and strategy |
| Carat U.S. | President | 2007–2008 | Media leadership, digital marketing |
| Isobar U.S. | President | 2006–2008 | Digital transformation and marketing |
| Carat Interactive | President | 2000–2005 | Digital media, advertising |
| Carat Freeman | Managing Director | 1996–2000 | Media and marketing management |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| TheStreet (Nasdaq: TST) | Independent Director | 2012–2019 | Chaired Nominating & Governance at TheStreet |
| Narrative I/O (Private) | Director | 2019–2023 | Private tech/media governance experience |
| Labviva (Private) | Director | 2019–2023 | Private board role |
| Celtra (Private) | Director | 2010–2021 | Private board role |
| Socialflow (Private) | Director | 2013–2022 | Private board role |
| Women’s Marketing Inc. (Stella Rising) | Director | 2012–2018 | Marketing industry board experience |
| [X+1] | Director | 2009–2014 | Ad tech board experience |
Board Governance
| Item | Detail |
|---|---|
| Board leadership | CEO and Chair roles separated; Chair sets agendas and presides over meetings |
| Independence | All directors other than CEO are independent under SEC and Nasdaq rules |
| Committee memberships | Compensation Committee member; Board Chair |
| Committee charters | Compensation Committee is fully independent, oversees exec pay, stock ownership guidelines, clawback, and may retain consultants |
| ESG Committee scope | Oversees director independence, conflicts, related-party transactions, and monitors ownership guideline compliance |
| Meetings & attendance | Board met 7 times in 2024; each full-year director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting |
| Executive sessions | Non-management director executive sessions held at least four times a year, led by the Chair |
| Audit leadership | Audit Committee chaired by Jana Barsten (former KPMG leader) |
| Compensation Committee leadership | Compensation Committee chaired by Scott C. Taylor |
Fixed Compensation
| Board & Committee Service (2024) | Compensation ($) |
|---|---|
| Annual Restricted Stock Award (RSUs) | 200,000 |
| Chair of the Board Annual Cash Retainer | 150,000 |
| Annual Cash Retainer (non-chair) | 70,000 |
| Audit Committee Chair additional retainer | 25,000 |
| Compensation Committee Chair additional retainer | 15,000 |
| ESG Committee Chair additional retainer | 15,000 |
| Sarah Fay – Director Compensation (2024) | Amount ($) |
|---|---|
| Fees earned or paid in cash | 150,000 |
| Stock awards (grant-date fair value, RSUs) | 199,958 |
| Total | 349,958 |
- RSU annual grant policy: RSUs are granted on the date of the Annual Meeting, fair value ≈$200,000, vest fully on the first anniversary of grant; increased to $250,000 effective March 5, 2025 .
Performance Compensation
| RSU Grant Details (Directors) | Terms |
|---|---|
| Grant type | RSUs, time-based vesting (no performance conditions) |
| Grant timing | On the date of the Annual Meeting of Stockholders |
| Fair value (2024 grants) | Approximately $200,000 |
| Vesting schedule | Fully vests on first anniversary of grant date |
| Policy update | Annual RSU grant increased to $250,000 on March 5, 2025 |
- Compensation risk controls: Committee reviewed the company’s compensation policies; no material adverse risk identified; clawback policy applies to executive incentive pay per SEC/Nasdaq standards (not director RSUs) .
Other Directorships & Interlocks
| Item | Detail |
|---|---|
| Current public boards | Not disclosed for Fay beyond ZD |
| Prior public boards | TheStreet (2012–2019) |
| Interlocks | No compensation committee interlocks or insider participation requiring disclosure; no committee member is/was an employee of ZD |
| Third-party compensation | No ZD directors/nominees receive third‑party compensation for service as ZD director under Nasdaq 5250(b)(3) |
Expertise & Qualifications
- Digital transformation and AI leader; extensive media, marketing, advertising experience; investment experience in early-stage AI businesses, supporting innovation across ZD brands .
- Corporate governance experience across public and private boards; prior Nominating & Governance Chair at TheStreet; involved in PRI and All Raise initiatives, adding ESG and inclusion perspective .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Outstanding | Breakdown | Unvested RSUs at 12/31/2024 |
|---|---|---|---|---|
| Sarah Fay | 22,265 | Less than 1% | 18,655 common + 3,610 RSUs vesting within 60 days of record date | 3,610 |
| Ownership Policy & Controls | Detail |
|---|---|
| Director stock ownership guidelines | Non-management directors must hold shares equal to ≥5x annual Board cash retainer; 5-year window to meet; ESG Committee monitors compliance |
| Compliance status | All executive officers and non-management directors were in compliance as of Dec 31, 2024 |
| Pledging / change-of-control arrangements | Company not aware of arrangements (including pledges) that could result in change of control; no material adverse proceedings noted |
Governance Assessment
- Independence and leadership: Fay is independent and serves as Board Chair with separate CEO/Chair roles; she also serves on the Compensation Committee—structure aligns with best-practice oversight .
- Engagement and attendance: Board met 7 times in 2024; all directors attended the annual meeting; full-year directors were ≥75% in aggregate attendance; executive sessions led by Chair at least quarterly—indicates active oversight .
- Pay alignment: Director pay mix emphasizes equity via annual time-vested RSUs, with modest cash retainer for the Chair; RSU grant increased to $250,000 in 2025, maintaining alignment with ownership guidelines and long-term focus .
- Conflicts and interlocks: No compensation committee interlocks; ESG Committee formally oversees related-party transactions; no third‑party pay for director service; no pledging/change‑of‑control arrangements identified—low conflict risk .
- RED FLAGS: None observed in disclosures (no low attendance, no related-party transactions, no pledging, no third‑party director compensation) .