Trace Harris
ZIFF DAVISAbout Trace Harris
Trace Harris, age 59, has served as an independent director of Ziff Davis (ZD) since 2021. She is a seasoned finance and strategy executive with prior senior roles at Vivendi, Universal Studios, and Warner Bros., and serves as Chair of Ziff Davis’ Environmental, Social, and Governance (ESG) Committee while also sitting on the Audit Committee . The Board has determined that all committee members (including Audit and ESG) are independent under SEC and Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Vivendi | Senior Vice President, Strategy, Finance & Business Innovation | 2001–2014 | Led corporate strategy, finance, M&A, business innovation; deep global transactions experience |
| Scient | Managing Director, Media & Entertainment | 2000–2001 | Media/entertainment advisory leadership |
| Universal Studios (Universal Television Group) | Senior Vice President, Business Development | 1996–2000 | Network operations and development; global media markets perspective |
| Warner Bros. (International Television) | Director, Finance & Operations | 1994–1996 | Financial and operational leadership for international television |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Altair Engineering (public) | Director | 2016–Present | Current public company directorship |
| USA Climbing (private) | Director | 2021–Present | Non-profit/association board role |
| Bungie (private) | Lead Independent Director | 2021–2022 | Led board through sale in July 2022 |
| Year Up (non-profit) | Board Member | Not disclosed | Workforce development non-profit experience |
Board Governance
| Item | Detail |
|---|---|
| Independence | Independent director under SEC and Nasdaq rules (all non-CEO directors independent) |
| ZD Committees | Audit Committee member; ESG Committee Chair |
| Audit Committee Expertise | Board determined each Audit Committee member is an “audit committee financial expert” with accounting/financial management expertise |
| Board Meetings (2024) | 7 meetings held; each full-year director attended ≥75% of Board and committee meetings |
| Committee Meetings (2024) | Audit: 9; Compensation: 4; ESG: 4 |
| Executive Sessions | At least four per year; led by the Chair |
| Director Election (2025) | Re-elected May 7, 2025: For 37,879,302; Against 1,177,747; Abstain 6,975; Broker Non-Votes 1,699,890 |
Fixed Compensation (Non-Employee Director – 2024)
| Component | Amount ($) | Notes |
|---|---|---|
| Annual Cash Retainer | 70,000 | Standard non-management director retainer |
| ESG Committee Chair Fee | 15,000 | Additional annual cash for ESG Chair |
| Cash Total (Harris) | 85,000 | As reported for 2024 |
| Structure Note | — | No meeting fees disclosed; expenses reimbursed |
Performance Compensation (Director Equity)
| Award | Grant Value | Grant Date/Timing | Vesting | Performance Metrics |
|---|---|---|---|---|
| RSUs (annual director grant) | 199,958 | On date of 2024 Annual Meeting | Fully vest on first anniversary of grant | None disclosed (time-based vesting) |
| Policy Change (2025) | Increase to $250,000 | Approved Mar 5, 2025 | — | — |
As of 12/31/2024, Ms. Harris had 3,610 unvested RSUs outstanding (consistent with the annual grant program) .
Director Compensation (2024 actual reported)
| Name | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Trace Harris | 85,000 | 199,958 | 284,958 |
Other Directorships & Interlocks
- Current public board: Altair Engineering (no disclosed interlocks or conflicts with Ziff Davis) .
- Third-party compensation: Company disclosed that, as of the proxy date, no directors/nominees were receiving third-party compensation for board service under Nasdaq Rule 5250(b)(3) .
- Related-party oversight: ESG Committee oversees review/approval of any Item 404 related-party transactions; policy criteria detailed in the proxy .
Expertise & Qualifications
- Finance/Strategy/M&A: Extensive transactional, partnership, and innovation experience from Vivendi and major media companies; valuable audit/financial and global media market perspective .
- Audit and Governance: Serves on ZD’s Audit Committee and is Chair of ESG Committee; Audit Committee members designated as “audit committee financial experts” by the Board .
- Industry scope: Technology, media, entertainment, and gaming exposure (including as Bungie LID through its sale) .
Equity Ownership (as of March 14, 2025)
| Holder | Shares Beneficially Owned | % Outstanding | Breakdown |
|---|---|---|---|
| Trace Harris | 12,843 | <1% | 9,233 common + 3,610 RSUs vesting within 60 days |
| Shares Outstanding | 42,916,866 | — | Company total shares outstanding as of 3/14/2025 |
Company disclosure notes no known arrangements (including pledges) that could result in a change in control; no material adverse proceedings known involving directors/officers/shareholders, per the Security Ownership section .
Governance Assessment
- Board effectiveness: Harris brings deep cross-sector finance and strategy expertise, chairs the ESG Committee, and serves on Audit where all members are designated “financial experts,” supporting strong risk and oversight capabilities .
- Independence and engagement: Independent status; Board held seven meetings in 2024 with ≥75% attendance for all full-year directors; ESG and Audit met 4 and 9 times respectively, indicating active committee oversight .
- Alignment and incentives: Equity-heavy director pay (annual RSU grant ~$200k in 2024, rising to $250k in 2025) exceeds cash retainer, strengthening alignment through time-based equity; Harris received $85k cash plus $199,958 RSUs in 2024 .
- Shareholder confidence: Strong re-election support in 2025 (For 37.88M vs. 1.18M Against); say-on-pay also approved (For 26.73M vs. 12.32M Against) providing context on broader governance sentiment .
- Conflicts/related-party exposure: ESG Committee has formal oversight of related-party transactions; the proxy outlines no third‑party director compensation arrangements and details the RPT policy (no Harris-specific RPTs identified in the cited sections) .
Monitoring items: The increase in annual director equity retainer to $250k starting 2025 modestly raises the guaranteed equity component—watch for any further shifts in cash vs. equity mix or changes to vesting structures that could alter risk alignment .