Scott C. Taylor
ZIFF DAVISAbout Scott C. Taylor
Scott C. Taylor, age 60, is an independent director of Ziff Davis (ZD) who has served on the Board since 2020; he is Chair of the Compensation Committee and a member of the Audit Committee, bringing deep legal, cybersecurity, M&A, and governance expertise from senior roles in the technology sector . He previously served as EVP and General Counsel of Symantec, where he led global legal, compliance, information security, and corporate responsibility functions, including climate risk reporting, and managed multi-billion-dollar acquisitions . In 2024, each full-year director attended at least 75% of Board and committee meetings, with executive sessions of non-management directors held at least four times per year, evidencing engagement and oversight rigor .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Symantec | Executive Vice President and General Counsel | 2007–2020 | Led a 300+ person global team across 13 countries; oversaw legal, compliance, information security; managed several multi-billion-dollar acquisitions; oversaw corporate responsibility and climate-related risk determination/reporting . |
| Phoenix Technologies | Chief Administrative Officer; SVP and General Counsel | 2002–2007 | Senior legal and administrative leadership; technology industry operating experience . |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Piper Sandler Companies | Director (Public) | 2014–Present | Current public company directorship . |
| One Medical (1Life Healthcare, Inc.) | Director (Public) | 2021–2023 | Prior public company board service . |
| VirnetX Holding Corporation | Director (Public) | 2007–2014 | Prior public company board service . |
| Common Sense Privacy | Director (Private) | 2023–Present | Non-profit/mission-driven governance . |
| Common Sense Media | Director (Private) | 2022–Present | Non-profit board experience . |
| Emtrain | Director (Private) | 2021–Present | Governance/compliance training firm board . |
| Western Technology Investment | Director (Private) | 2011–Present | Venture finance board service . |
Board Governance
- Committee assignments: Chair, Compensation Committee; Member, Audit Committee; Board is majority independent and all Audit/Compensation/ESG committees consist solely of independent directors .
- Committee activity (2024): Audit 9 meetings; Compensation 4; ESG 4, indicating regular oversight cadence across financial reporting, pay, and governance .
- Attendance and engagement: Board held 7 meetings in 2024; each full-year director attended at least 75% of Board/committee meetings; executive sessions of non-management directors held at least four times annually and led by the Chair .
- Compensation Committee leadership: Taylor signed the Compensation Committee Report as Chair alongside other independent members, affirming independent administration of pay programs .
Fixed Compensation
| Component | ZD Boardwide Policy (2024) | Scott C. Taylor (2024) |
|---|---|---|
| Annual Cash Retainer | $70,000 | $70,000 (included in fees) . |
| Committee Chair Cash Retainer | Compensation Chair: $15,000; Audit Chair: $25,000; ESG Chair: $15,000 | $15,000 (Compensation Chair) . |
| Board Chair Cash Retainer | $150,000 (for Board Chair) | Not applicable . |
| Fees Earned or Paid in Cash (Total) | — | $85,000 . |
- Stock ownership guidelines for non-management directors: required to hold shares equal to at least 5× the annual Board cash retainer (excluding committee fees); all directors were in compliance as of December 31, 2024 .
Performance Compensation
| Equity Component | ZD Boardwide Policy (2024) | Scott C. Taylor (2024) | Vesting |
|---|---|---|---|
| Annual Restricted Stock Unit (RSU) Award | $200,000 grant-date fair value; increased to $250,000 effective March 5, 2025 | $199,958 grant-date fair value | RSUs vest fully on first anniversary of grant date . |
| Unvested RSUs Outstanding (12/31/2024) | Typically 3,610 for non-management directors granted in 2024 | 3,610 RSUs unvested | Time-based vesting; no performance conditions . |
- No director options or performance-conditioned equity are disclosed for directors in 2024; director equity is time-based RSUs, not tied to financial/ESG metrics, aligning pay with service and shareholder exposure .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current Public Boards | Piper Sandler Companies (Director) . |
| Prior Public Boards | One Medical (2021–2023); VirnetX Holding Corporation (2007–2014) . |
| Interlocks | Ziff Davis reports no compensation committee interlocks or insider participation requiring disclosure; no member of the Compensation Committee has ever been an officer/employee of ZD . |
Expertise & Qualifications
- Skills matrix: Finance/Audit, Risk Management, ESG, M&A, Strategy/Business Development, Legal/Regulatory, and industry experience in Technology/Software, Cybersecurity, and Telecommunications (prior public board experience and executive leadership indicated) .
- Biography highlights: Led global legal/compliance/cybersecurity functions; managed multi-billion M&A; oversaw corporate responsibility and climate-risk assessment/reporting at Symantec; broad governance across public and private boards .
Equity Ownership
| Item | Amount | Notes |
|---|---|---|
| Shares beneficially owned (3/14/2025) | 14,258 | Consists of 10,648 common shares plus 3,610 RSUs vesting within 60 days of record date; “less than 1%” of outstanding shares . |
| Outstanding shares (for % calc) | 42,916,866 | Company outstanding shares as of 3/14/2025 . |
| Ownership guidelines | ≥5× annual Board cash retainer; in compliance as of 12/31/2024 . | |
| Hedging/pledging | Prohibited for directors; trading requires pre-clearance; bans margin, derivatives, hedging/monetization, and pledging company securities . |
Governance Assessment
- Board effectiveness: Taylor’s dual roles—Compensation Committee Chair and Audit Committee member—position him at the nexus of pay governance and financial/cyber risk oversight; committees are fully independent and active (Audit 9, Compensation 4, ESG 4 meetings in 2024), supporting robust governance processes .
- Independence and engagement: The Board is majority independent, all committees independent, and directors attended ≥75% of meetings, with regular executive sessions enhancing independent oversight; Taylor meets independence criteria under SEC/Nasdaq rules .
- Pay-for-performance posture: While director equity is time-based (no performance conditions), Taylor chairs an executive compensation program with shareholder-friendly features including pay tied to Adjusted Net Income and relative TSR PSUs, stock ownership guidelines, clawback policy, and no hedging/pledging; 2024 say‑on‑pay support was ~91.7%, signaling shareholder confidence in pay governance .
- Ownership alignment: Taylor’s beneficial ownership is <1%, but he complies with ZD’s 5× retainer stock ownership guideline; RSU grants align director pay with shareholder outcomes via equity exposure .
- Conflicts/related-party exposure: ESG Committee oversees related-party transactions and potential conflicts under a formal policy; the proxy outlines approval standards and does not list any related‑party transactions requiring disclosure for 2024, reducing conflict risk signals .
- RED FLAGS: None disclosed regarding hedging/pledging, option repricing, tax gross-ups, or compensation committee interlocks; insider trading policies require pre-clearance and prohibit risky practices .
Implication: Taylor’s background in cybersecurity, legal/regulatory compliance, and M&A strengthens Board oversight in areas material to ZD’s risk profile (financial reporting, cyber threats, capital allocation). His role as Compensation Chair, alongside strong say‑on‑pay support and conservative director pay structure, supports investor confidence in governance and alignment, with limited conflict indicators disclosed .