ZIFF DAVIS, INC.

In 2023, similar to prior years, our named executive officers’ compensation consisted primarily of four elements, namely, base salary, annual incentive cash compensation, long-term restricted stock units (“RSUs”), and long-term performance stock units (“PSUs”).

Each of these components is described in further detail in the narrative that follows.

Base Salary. Base salary is the fixed portion of executive pay and is set to reward the executive officers’ current contributions to Ziff Davis and compensate them for their expected day-to-day performance. Base salaries are evaluated annually for all executive officers. In determining appropriate salary levels for the executive officers generally, the Compensation Committee considers, among other factors, the executive officer’s scope of responsibility, prior experience, and past performance, as well as data and insights related to prevailing compensation levels in relevant markets for executive talent.

In determining 2023 base salaries, the Compensation Committee considered a number of factors including the information in the 2023 Compensation Report, together with various other factors such as Company performance and general economic conditions, among others.

Based on the factors described above, in March 2023 the Compensation Committee recommended, and the Board of Directors approved an increase in Mr. Rossen’s annual base salary from $475,000 to $500,000. The Compensation Committee did not recommend an increase in base salary for the other named executive officers. For 2023, Messrs. Shah’s, Richter’s and Taki’s base salaries were $1 million, $625,000, and $400,000 respectively.

Annual Incentive Cash Compensation. Ziff Davis has established an executive bonus program (the “Senior Management Bonus Program”) for awarding cash bonuses to Ziff Davis’ senior executives, including the named executive officers. Bonus guidelines under the Senior Management Bonus Program are established each year and are designed to encourage and reward senior management for attaining company-wide financial goals, improving the financial and operational health of Ziff Davis, and meeting or exceeding individually defined goals and objectives.

The process for determining bonuses under the Senior Management Bonus Program relies on the development of corporate financial targets as well as diversity, equity, and inclusion (“DEI”) and environmental, social, and governance (“ESG”) related targets. In addition, individual goals and objectives may be set for each program participant except the President and Chief Executive Officer and the Chief Financial Officer, who bear ultimate responsibility for achievement of the corporate financial targets and the budget, provided that the President and Chief Executive Officer and Chief Financial Officer also participate in our DEI/ESG bonus described below. The financial objectives are generally in alignment with Ziff Davis’ budget for the year, which is used as a basis for Ziff Davis’ public disclosures regarding its expected annual financial performance. Any individual goals and objectives are designed to help Ziff Davis achieve its financial goals. The corporate financial objectives are recommended by the Compensation Committee for approval by the Board of Directors.

Executive Bonus Plan

The target Adjusted Net Income in respect of the 2023 Ziff Davis, Inc. Executive Bonus Plan (the “2023 Executive Bonus Plan”), which is a component of the Senior Management Bonus Program, was approximately $307.2 million (the “2023 Goal”). The 2023 Executive Bonus Plan provided that the bonus pool would be “funded” only if Ziff Davis achieved at least a minimum of more than 85% of the 2023 Goal. Adjusted Net Income is calculated by taking Ziff Davis’ consolidated GAAP net income, adding back any non-cash compensation expense, non-recurring one-time charges, depreciation and amortization, and certain other non-GAAP adjustments, all items net of tax. If at least 85% of the 2023 Goal was achieved, the bonus pool for 2023 could be funded at between 0% and 185% of the target pool amount, depending on the actual percentage of the 2023 Goal achieved. The bonus pool for 2023 was capped at 185% if approximately $339.2 million or more of Adjusted Net Income was achieved.

Under the Senior Management Bonus Program established for fiscal 2023, Ziff Davis established a “bonus pool” based upon an aggregate of specified percentages of the base salary or a set bonus target for each participating employee. For Mr. Shah, the “target” bonus percentage was 100% of his base salary. For Messrs. Richter, Rossen, and Taki, the “target” bonuses were $625,000, $325,000, and $200,000, respectively. These percentages and amounts were determined based on the named executive officers’ relative level of responsibility, size and complexity of their role, past contributions to Ziff Davis’ performance, and expected contributions to Ziff Davis’ future success. They are also based on the executive’s articulated goals and objectives, as well as the market compensation of similarly-situated executives at other companies, as reflected in third-party compensation surveys, including the 2023 Compensation Report.

Once the bonus pool was funded, individual bonuses were to be established by evaluating each executive’s relative contribution to the success of Ziff Davis as a whole, as well as their success in meeting their individual objectives, if any. Individual bonus amounts were to be recommended by the Compensation Committee for approval by the Board of Directors.

On March 6, 2024, the Compensation Committee recommended for approval by the Board of Directors, and the Board of Directors approved, funding the pool established under the 2023 Executive Bonus Plan (the “2023 Pool”) at the 54.4% level based upon the program formula. The below table displays the threshold, target, maximum and actual achievement with respect to the Company’s 2023 Executive Bonus Plan: