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Share-Based Compensation
 3 Months Ended
Mar. 31, 2025
Share-Based Payment Arrangement [Abstract]  
Share-Based Compensation Share-Based Compensation
The Company’s share-based compensation plans include the Ziff Davis, Inc. 2024 Equity Incentive Plan (the “2024 Plan”), the 2015 Stock Option Plan (the “2015 Plan”), and 2001 Employee Stock Purchase Plan (the “Purchase Plan”). Each plan is described below. Collectively, the 2015 Plan and 2024 Plan are referred to herein as “Plans.” As of March 31, 2025, 435,135 shares underlying options and 2,143,996 shares of restricted stock units were outstanding under the Plans. As of March 31, 2025, there were 1,946,971 additional shares underlying options, shares of restricted stock and other share-based awards available for grant under the 2024 Plan.
Share-Based Compensation Expense
The following table presents the effects of share-based compensation expense in the Condensed Consolidated Statements of Operations during the periods presented (in thousands):
Three months ended March 31,
20252024
Direct costs
$63 $61 
Sales and marketing986 758 
Research, development, and engineering790 1,090 
General, administrative, and other related costs
7,913 6,963 
Total share-based compensation expense$9,752 $8,872 
Restricted Stock and Restricted Stock Units
The Company has awarded restricted stock and restricted stock units to its Board and senior staff pursuant to the Plans. Compensation expense resulting from restricted stock and restricted unit grants is measured at fair value on the date of grant and is recognized as share-based compensation expense over the applicable vesting period. Vesting periods are approximately one year for awards to members of the Company’s Board, generally three or four years for senior staff (excluding market-based awards discussed below) and three to eight years for the Chief Executive Officer. The Company granted 641,935 and 347,275 shares of restricted stock units (excluding awards with market conditions below) (“RSUs”) during the three months ended March 31, 2025 and 2024, respectively.
The Company has awarded certain key employees equity classified market-based restricted stock (“PSAs”) and equity classified market-based restricted stock units (“PSUs”) pursuant to the Plans. PSAs and PSUs granted prior to 2024 have vesting conditions that are based on specific stock price targets of the Company’s common stock. PSUs granted in 2024 and 2025 vest in shares of the Company’s stock ranging from 0% to 200% of the award based on the Company’s attainment of a relative Total Shareholder Return (“TSR”) target compared to the TSR of all listed companies in the market index over the respective performance periods. Performance periods for the PSUs granted in 2025 are two and three years. In each of 2024 and 2025, market conditions were factored into the grant date fair value using a Monte Carlo valuation model, which utilized multiple input variables to determine the probability of the Company and all listed companies in a market index achieving the relative TSR targets.
Share-based compensation expense related to an award with a market condition will be recognized over the requisite service period using the graded-vesting method regardless of whether the market condition is satisfied, provided that the requisite service period has been completed.
The per share weighted average grant-date fair value of PSUs granted during the three months ended March 31, 2025 and 2024 was $38.80 and $87.17, respectively.
The assumptions used in determining the weighted-average fair values of PSUs granted during the periods presented are as follows:
Three months ended March 31,
20252024
Underlying stock price at valuation date$38.19 $66.88 
Expected volatility34.5 %32.9 %
Risk-free interest rate3.9 %4.3 %

Restricted stock award (“RSA”) and PSA activity for the three months ended March 31, 2025 is set forth below:
RSAs
PSAs
Number of
Shares
Weighted Average
Grant Date
Fair Value
Number of
Shares
Weighted Average
Grant Date
Fair Value
Nonvested at January 1, 202554,829 $68.97 163,181 $36.27 
Granted— $— — $— 
Vested(27,197)$68.97 — $— 
Forfeited
— $— — $— 
Nonvested at March 31, 2025
27,632 $68.97 163,181 $36.27 
  
Restricted stock unit (“RSU”) and PSU activity for the three months ended March 31, 2025 is set forth below:
RSUs
PSUs
Number of
Shares

Weighted Average Grant Date Fair Value
Number of Shares (1)
Weighted Average Grant Date Fair Value
Outstanding at January 1, 2025652,227 $74.59 520,986 $82.73 
Granted641,935 $38.22 598,676 $38.80 
Vested(212,651)$76.11 (22,972)$78.73 
Forfeited
(10,112)$71.53 (24,093)$79.35 
Outstanding at March 31, 20251,071,399 $52.53 1,072,597 $58.19 
(1)Represents the number of shares at 100% achievement.
As of March 31, 2025, the Company had unrecognized share-based compensation cost of approximately $88.3 million associated with these RSAs, PSAs, RSUs, and PSUs. This cost is expected to be recognized over a weighted-average period of 0.8 years for RSAs and PSAs and 2.4 years for RSUs and PSUs.