Vivek Shah
ZIFF DAVISAbout Vivek Shah
Vivek Shah, age 51, is President & Chief Executive Officer of Ziff Davis (ZD) and a director since 2018; he previously served as CEO of Ziff Davis since 2010 after senior leadership roles at Time Inc. He holds a BA in political science from Tufts University . Under his leadership in 2024, ZD returned to growth: revenue $1,402 million (+2.8% YoY), Net Income $63 million (+51.9%), Adjusted EBITDA $494 million (+2.3%), Cash from Operations >$390 million and Free Cash Flow >$280 million, alongside accretive M&A (CNET), 3.5 million share repurchases, $138 million debt repayment, and year-end cash/investments of $664 million . Company TSR has underperformed its peer benchmark over recent periods per Pay-Versus-Performance: a fixed $100 investment measured in the SEC table was $66.71 for ZD vs $149.37 for the peer group in 2024, informing relative TSR-linked PSU design .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Ziff Davis | Chief Executive Officer | 2010–Present | Led acquisition of Ziff Davis as private company and sale to J2 Global; portfolio expansion and M&A execution |
| Time Inc. (Time Warner) | Group President, Digital | 2008–2009 | Drove digital innovation across major media properties (e.g., Time.com) |
| Time Inc. | President, Fortune/Money Group | 2007–2008 | Led iconic business media franchises; monetization leadership |
| Time Inc. | President, Digital Publishing, Business & Finance | 2005–2007 | Built digital media operations for business/finance verticals |
| Fortune/Money Group | General Manager | 2001–2005 | Operational leadership for business media brands |
| Fortune/Money Group | VP, New Business Ventures | 1999–2000 | New venture development |
| Fortune Americas | Founder & General Manager | 1997–1998 | International brand expansion |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| TheStreet (Nasdaq: TST) | Director | 2010–2014 | Public company board experience |
| Tufts University | Board of Trustees | 2021–Present | Governance in academia |
| Tufts Fletcher School | Board of Advisors | 2023–Present | Policy/strategy advisory |
| LiveOnNY | Director | 2022–Present | Non-profit leadership |
| Craig Newmark Graduate School of Journalism CUNY Foundation | Director | 2019–Present | Journalism/education support |
| StreetSquash | Director | 2018–Present | Community development |
Board Governance
- Board service: Director since 2018; currently serves as CEO and is not a member of board committees .
- Role separation: ZD separates Chair and CEO roles; Chair is Sarah Fay; the board has determined all directors other than the CEO are independent under SEC/Nasdaq rules, mitigating dual-role concerns .
- Attendance and executive sessions: The board held seven meetings in 2024; all full-year directors attended ≥75% of meetings; non-management director executive sessions are held at least four times per year .
- Committees: Audit, Compensation, and ESG committees are fully independent; 2024 meetings: Audit (9), Compensation (4), ESG (4) .
Fixed Compensation
| Year | Base Salary ($) | Perquisites and 401(k) ($) | Notes |
|---|---|---|---|
| 2024 | 1,000,000 | 32,312 | Insurance premiums and 401(k) contributions |
Performance Compensation
Annual Incentive (Cash)
| Item | Value |
|---|---|
| Target bonus (% of salary) | 100% of base salary |
| Plan metric | Adjusted Net Income |
| 2024 goal (Target ANI) | $310,864,856 |
| Actual achievement | 94.7% of target |
| Pool funding | 62% of target |
| CEO payout | $620,000 (62% of $1,000,000 target) |
| ESG bonus | $100,000 (part of non-equity incentive) |
| Total non-equity incentive (cash) | $720,000 (includes ESG) |
Long-Term Equity Awards (2024 grants)
| Award Type | Grant Date | Shares (#) | Grant-Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| PSUs (relative TSR) | 03/06/2024 | 71,023 | 6,191,039 | 15% after 1-year, 35% after 2-year, 50% after 3-year performance periods; vesting based on relative TSR |
| RSUs (time-based) | 03/06/2024 | 71,023 | 4,750,018 | Ratable over 3 years, generally subject to continued employment |
| Total 2024 stock awards | — | — | 10,941,058 | — |
Legacy CEO Equity (Shah Equity Award, granted 01/01/2018)
| Component | Original Grant | Current Terms/Status |
|---|---|---|
| Stock options | 400,000 options; exercise price adjusted to $68.97 after Consensus spin-off | Vest in 8 equal annual installments; 87.5% vested as of 01/01/2025; 108,784 unvested |
| RSAs | 200,000 | Vest in 8 equal annual installments; 87.5% vested as of 01/01/2025; 27,194 unvested |
| PSAs | 400,000; price-threshold vesting | Thresholds adjusted to $125.57, $143.00, $162.49; 62.5% vested as of 01/01/2025; 163,181 unvested |
Equity Ownership & Alignment
| Metric | Amount |
|---|---|
| Beneficial ownership (shares) | 787,772 |
| Ownership as % of outstanding | 1.84% |
| Unvested RSUs/RSAs (time-based) | 153,321 shares; $8,331,463 market value at $54.34 |
| Unearned PSUs/PSAs (performance-based) | 234,204 shares; $12,726,645 market/payout value |
| Options (exercisable / unexercisable) | 326,351 / 108,784; strike $68.97; expire 01/01/2028 |
| Ownership guideline | 5x base salary for CEO; all executives and directors in compliance as of 12/31/2024 |
| Hedging/pledging | Prohibited; pre-clearance and open-window trading required |
Implications for selling pressure: 2024 vesting delivered 55,100 shares with $3,423,976 realized value; no option exercises occurred in 2024 . Options were out-of-the-money at year-end (stock $54.34 vs $68.97 strike), reducing near-term exercise supply risk .
Employment Terms
| Provision | Non-CIC Qualifying Termination | CIC Qualifying Termination | Notes |
|---|---|---|---|
| Cash severance | 2x base + target bonus; $4,000,000 (as of table assumptions) | 3x base + target bonus; $6,000,000 | Lump sum for CIC; installments over 12 months for non-CIC |
| Pro-rated bonus | Based on actual performance; $1,000,000 shown in table (100% target) | Based on actual performance; $1,000,000 | Paid when bonuses are paid to other execs |
| Medical benefits | 18 months; $38,118 | 18 months; $38,118 | — |
| Equity treatment | Certain time-based awards accelerate; performance awards remain eligible for 12 months | Accelerated vesting per plan terms; next PSA tranche vests for CEO | Values in table reflect $54.34 price |
| Restrictive covenants | Non-solicitation while employed and for one year post-termination; confidentiality and non-disparagement | Same | — |
| Death/disability | Accelerates time-based awards; performance awards remain eligible for 36 months | — | — |
Compensation Committee Analysis
- Committee composition and independence: Chaired by Scott C. Taylor; members include Sarah Fay, William Brian Kretzmer, Kirk McDonald, and Neville Ray; fully independent under SEC/Nasdaq .
- Consultant and peer group: Compensia advised in 2024; peer group includes Angi, Bumble, Cars.com, Doximity, IAC, Jack Henry, Match Group, NYT, RingCentral, Shutterstock, Smartsheet, TechTarget, TripAdvisor, Yelp, Zillow, ZoomInfo; median TTM revenue ~$1.313 billion .
- Design updates: Shifted performance equity from one-year stock price targets to multi-year relative TSR PSUs starting 2024; transition staging (15%/35%/50%) to avoid pay gaps .
- Meetings: Compensation Committee met 4 times in 2024 .
Say-on-Pay & Shareholder Feedback
- 2024 say-on-pay approval: ~91.7% of votes in favor; ongoing outreach to >80% of shares; responsive actions included ESG bonus disclosure clarity and segment reporting enhancements .
Performance & Track Record
- 2024 operating performance: Revenue $1,402m (+2.8% YoY), Net Income $63m (+51.9%), Adjusted EBITDA $494m (+2.3%), Cash from Ops >$390m, Free Cash Flow >$280m; capital deployment—$225m acquisitions (incl. CNET), $185m repurchases, $135m debt paydown; ended year with $664m cash/investments .
- Pay-versus-performance: CEO “Compensation Actually Paid” $5.20m in 2024 vs SCT total $12.69m; company TSR value of $100 investment was $66.71 vs peer group $149.37, reinforcing adoption of relative TSR PSUs .
Equity Compensation Risk Controls
- Clawback: SEC/Nasdaq-compliant clawback policy for erroneously awarded incentive pay over a 3-year lookback on restatements .
- No hedging/pledging, no repricing, no tax gross-ups; ownership guidelines enforced by ESG Committee .
Related Party & Governance Controls
- ESG Committee oversees related-party transactions under a formal policy; reviews fairness, materiality, independence, and conflicts .
Investment Implications
- Alignment: High at-risk pay with large multi-year equity tied to relative TSR and Adjusted Net Income; ownership guideline 5x salary with compliance supports alignment .
- Supply/overhang: Potential vesting supply exists from 153,321 time-based shares and 234,204 performance-based shares outstanding; 2024 vesting delivered 55,100 shares and $3.42m value; options are out-of-the-money at $54.34 stock vs $68.97 strike, dampening exercise-driven supply near term .
- Retention/M&A: CIC severance at 3x base+bonus and accelerated equity vesting create meaningful M&A transaction costs and may influence deal negotiations and retention planning; non-solicit and equity continuity provisions mitigate transition risk .
- Governance: Separation of Chair/CEO and independent committees lower dual-role risk; board oversight on risk, cybersecurity, ESG, and succession is robust, supporting execution amid portfolio and AI initiatives .