William Brian Kretzmer
ZIFF DAVISAbout William Brian Kretzmer
Independent director of Ziff Davis (ZD) since 2007, age 71, and Founder & CEO of Kretzmer Consulting. He serves on ZD’s Audit and Compensation Committees and is classified as independent under Nasdaq and SEC rules; all Audit Committee members (including him) are deemed “audit committee financial experts.” Background includes CEO and CFO roles at MAI Systems, bringing finance, restructuring, and operating oversight across technology businesses. Approximate ZD board tenure ~18 years as of 2025 (director since 2007).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Kretzmer Consulting | Founder & CEO | 2006–Present | Executive leadership across companies in transition, restructuring, startups, turnarounds |
| MAI Systems Corporation | Chief Executive Officer | 1999–2006 | Led enterprise management solutions provider; strategy, M&A, operations, risk management |
| MAI Systems Corporation | Chief Financial Officer | 1993–1996; 1999–2000 | Deep corporate finance and accounting expertise |
External Roles
| Organization | Role | Tenure | Committees/Focus |
|---|---|---|---|
| CIM Real Estate Finance Trust, Inc. (Public) | Director | 2018–Present | Oversight across audit, valuation, compensation, and affiliate transactions (experience referenced in ZD bio) |
| CIM Income NAV, Inc. (Public) | Director (Former) | 2018–2021 | Audit/valuation/compensation/affiliate transactions oversight experience referenced |
| Cole Office & Industrial REIT (CCIT III), Inc. (Public) | Director (Former) | 2018–2020 | Audit/valuation/compensation/affiliate transactions oversight experience referenced |
Board Governance
- Independence: The Board determined all directors other than the CEO are independent under Nasdaq/SEC rules; committees (Audit, Compensation, ESG) are composed solely of independent directors.
- Committee assignments (current): Audit Committee member; Compensation Committee member. Audit Committee chaired by Jana Barsten in 2024; Compensation Committee chaired by Scott C. Taylor.
- Prior chair role: In 2023 disclosure, Kretzmer was described as Chair of ZD’s Audit Committee (now transitioned to member).
- Meetings and attendance: The Board met 7 times in 2024; each director serving the full year attended at least 75% of aggregate Board and committee meetings. Committees met as follows: Audit (9), Compensation (4), ESG (4). Executive sessions of non-management directors held at least four times per year.
- Related-party oversight: ESG Committee oversees processes for identifying and reviewing potential related party transactions and Board independence.
- Third-party director compensation: None of ZD’s directors receive third-party compensation for Board service.
| Committee | Role | 2024 Meetings |
|---|---|---|
| Audit | Member | 9 |
| Compensation | Member | 4 |
Fixed Compensation
| Board & Committee Service | 2024 Compensation ($) |
|---|---|
| Annual Cash Retainer (non-management directors) | 70,000 |
| Chair of the Board Annual Cash Retainer | 150,000 |
| Audit Committee Chair Additional Annual Cash Retainer | 25,000 |
| Compensation Committee Chair Additional Annual Cash Retainer | 15,000 |
| ESG Committee Chair Additional Annual Cash Retainer | 15,000 |
| Director (2024) | Fees Earned/Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| William Brian Kretzmer | 95,000 | 199,958 | 294,958 |
Notes:
- ZD reports no director meeting fees; directors are reimbursed for reasonable expenses.
- In 2024, the director compensation table shows cash fees and RSUs; no option award line items are disclosed for non-management directors.
Performance Compensation
| Equity Element | Grant/Terms | Vesting | 2024 Amount |
|---|---|---|---|
| Annual Restricted Stock Units (RSUs) | Awarded at 2024 Annual Meeting to each non-management director | Fully vest on 1st anniversary of grant date | 200,000 fair value per director |
| Policy Update | Board increased annual director RSU award | Effective March 5, 2025 | 250,000 fair value |
| Unvested RSUs (as of 12/31/2024) | Kretzmer | Outstanding | 3,610 shares |
- No performance-vested metrics are disclosed for director equity; director RSUs are time-based and vest after one year.
Other Directorships & Interlocks
| Company | Type | Overlap/Interlock Notes |
|---|---|---|
| CIM Real Estate Finance Trust, Inc. | Public company | Current directorship; no ZD Compensation Committee interlocks reported by ZD. |
| CIM Income NAV, Inc. | Public company | Former director; no interlocks reported. |
| Cole Office & Industrial REIT (CCIT III), Inc. | Public company | Former director; no interlocks reported. |
- Compensation Committee interlocks: ZD reports none involving its Compensation Committee members; no member has ever been a ZD officer/employee.
- Third-party director pay: None disclosed.
Expertise & Qualifications
- Executive leadership; prior public company board experience; finance/audit; risk management; ESG oversight.
- M&A, strategy/business development, capital management; subscriptions and advertising/sales exposure.
- Industry breadth: Technology/software, digital media/entertainment, cybersecurity, telecommunications, gaming.
- Audit Committee “financial expert” (committee-level determination applies to all members).
Equity Ownership
| Holder | Beneficially Owned Shares | Components/Breakdown | % of Outstanding |
|---|---|---|---|
| William Brian Kretzmer | 16,578 | 12,968 common + 3,610 RSUs vesting within 60 days of 3/14/2025 | ~0.0386% (16,578 / 42,916,866) |
Additional ownership context:
- Shares outstanding as of March 14, 2025: 42,916,866.
- Pledging/Hedging: ZD is not aware of any arrangements (including any pledge) that may result in a change in control; no adverse material proceedings disclosed involving any director.
- Stock ownership guidelines: Non-management directors must hold shares equal to at least 5x the annual Board cash retainer; as of 12/31/2024, all directors were in compliance.
Governance Assessment
- Independence and experience: Independent director with deep CFO/CEO background; serves on both Audit and Compensation Committees; Audit Committee members (including Kretzmer) are designated “financial experts,” supporting financial oversight quality.
- Engagement: Board met seven times in 2024; each full-year director met the ≥75% attendance threshold; executive sessions at least quarterly, chaired by independent Board Chair (separate from CEO).
- Committee leadership transition: Bio in 2024 proxy references Kretzmer as Audit Chair; by 2025, Audit Committee is chaired by Jana Barsten, with Kretzmer continuing as a member—indicative of governance refresh in committee leadership.
- Director pay alignment: Director equity is time-based RSUs vesting over one year; annual award increased to $250,000 for 2025, while cash retainers remain modest relative to equity, maintaining equity alignment.
- Conflicts/related-party exposure: ESG Committee oversees related-party transactions; no third-party director compensation or compensation committee interlocks disclosed; no pledging or adverse proceedings disclosed.
RED FLAGS
- None disclosed regarding related-party transactions, pledging, third‑party director compensation, or compensation committee interlocks.
Potential Monitoring Items
- Track impact of higher 2025 equity retainers on director ownership and alignment.
- Observe committee compositions over time following the transition of Audit Committee chair to ensure continuity and expertise distribution.