DEF 14A of Match Group, Inc., Apr 29, 2024

DEF 14A of Match Group, Inc.

Filed Apr 29, 2024 · FY20230000891103-24-000049

Open on EDGAR

  1. PROPOSAL 1—ELECTION OF DIRECTORS

    PROPOSAL 1—ELECTION OF DIRECTORS

  2. Proposal and Required Vote

    Proposal and Required Vote The following nominees have been selected by the Nominating Committee and approved by the Board for submission to our stockholders, each to serve a three-year term expiring at the annual meeting of Match Group’s stockholders in 2027 or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Board): • Wendi Murdoch; • Spencer Rascoff; • Glenn H. Schiffman; and • Pamela S. Seymon. Information concerning the director nominees, all of whom are incumbent directors of Match Group, appears below. Although management does not anticipate that any of these director nominees will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Board upon recommendation of the Nominating Committee, or the Board may reduce its size. The election of each of our director nominees requires the affirmative vote of a majority of the votes cast with respect to the nominee's election (meaning the number of votes cast "for" each nominee must exceed the number of votes cast "against" such nominee). The Board recommends that our stockholders vote FOR the election of all director nominees.

  3. Information Concerning Director Nominees and Other Board Members

    Information Concerning Director Nominees and Other Board Members Background information about each director nominee and other directors serving unexpired terms is set forth below, including information regarding the specific experiences, characteristics, attributes and skills that the Nominating Committee and the Board considered in determining that each director should serve on the Board, and which the Nominating Committee and the Board believe provide Match Group with the perspective and judgment needed to guide, monitor and execute its strategies. Nominees for election at the Annual Meeting to a term expiring in 2027: Wendi Murdoch, age 55, has been a director of Match Group since June 2020. Ms. Murdoch is an entrepreneur and investor. Since 2009, Ms. Murdoch has served as cofounder and board member of Artsy, an online platform for collecting, discovering and selling art that partners with over 4,500 art museums, galleries, art fairs and auction houses. From 2005 to 2012, Ms. Murdoch worked as an advisor for News Corporation’s businesses and investments in China. Throughout her career, Ms. Murdoch has applied her business expertise to advise and invest in technology and other companies in Asia and the United States. Ms. Murdoch is also an award-winning producer and produced the Netflix documentary “Sky Ladder,” which premiered at the 2016 Sundance Film Festival. Ms. Murdoch holds an MBA from Yale University’s School of Management. In determining that Ms. Murdoch should serve as a director, the Nominating Committee and the Board considered her investment and business expertise, including with respect to Asian markets. Spencer Rascoff, age 48, has been a director of Match Group since March 2024. Mr. Rascoff is a co-founder of 75 & Sunny Ventures, a startup studio and venture capital firm, where he has served as CEO since May 2021. Through 75 & Sunny Ventures, Mr. Rascoff is an active angel investor in over 50 companies. Mr. Rascoff is also a co-founder of Pacaso, a marketplace for vacation home ownership, where he has served as Chair since September 2020, as well as founder of several early-stage startups. Mr. Rascoff co-founded Zillow, a technology real estate marketplace company, in 2005 and served as its CEO for 10 years. During Mr. Rascoff's time as CEO, Zillow won dozens of "best places to work" awards as it grew to over 4,500 employees, $3 billion in revenue and $10 billion in market capitalization. Prior to Zillow, Mr. Rascoff co-founded and was VP, Corporate Development of Hotwire, a travel website, which was sold to Expedia in 2003. Mr. Rascoff is also a visiting professor at Harvard where he teaches classes on entrepreneurship and startups. Mr. Rascoff graduated from Harvard University with a Bachelor's degree in Government. Mr. Rascoff previously served as a member of the boards of directors of Zillow Group, Inc. from July 2011 through April 2020, Palantir Technologies Inc. from July 2020 through June 2022, TripAdvisor, Inc. from 2013 through June 2020, Supernova Partners Acquisition Company, Inc. from August 2020 through September 2021, Supernova Partners Acquisition Company II, Ltd. from December 2020 through March 2022, and Supernova Partners Acquisition Company III, Ltd. from March 2021 through April 2023. In determining that Mr. Rascoff should serve as a director, the Nominating Committee and the Board considered his significant experience as an entrepreneur and his proven track record of building and scaling consumer internet businesses. Glenn H. Schiffman, age 54, has been a director of Match Group since September 2016. Mr. Schiffman has served as Executive Vice President and Chief Financial Officer of Fanatics, Inc., a global digital sports platform, since August 2021. As Chief Financial Officer of Fanatics, Mr. Schiffman is responsible for a broad set of financial and corporate functions across the entire Fanatics global enterprise, including corporate finance, M&A, treasury, financial planning and analysis, investor relations, accounting, information and physical security, real estate, human resources, legal and corporate administration. He drives the financial direction of the company as it expands beyond commerce into new verticals across the sports ecosystem to become a leading global digital sports platform. Prior to Fanatics, Mr. Schiffman served as Executive Vice President and Chief Financial Officer of IAC, Inc. ("IAC") (and its predecessors), a holding company that owns multiple digital products and brands, from April 2016 to August 2021 and as Chief Financial Officer of Angi Inc., a company that connects home service professionals with consumers, from September 2017 to August 2019 and from February 2021 to July 2021. Previously, Mr. Schiffman spent 25 years as an investment banker, holding various leadership and management roles with organizations including Guggenheim Securities, The Raine Group, Nomura, where he ran the Asian and subsequently the North and South America Investment Banking business, and Lehman Brothers, where he ran Asia Investment Banking and previously he ran the Global Media Group. Mr. Schiffman has served on the boards of directors of Angi Inc. and Vimeo, Inc. since June 2017 and May 2021, respectively, including serving as Chairman of the Board of Vimeo, Inc. since March 2023. Mr. Schiffman was named Institutional Investor’s CFO of the Year of the Midcap Internet Sector in 2018 and 2021. In Mr. Schiffman’s philanthropic efforts, he focuses on endowing organizations and funding initiatives with permanent capital to make lasting change. He founded and is Chairman of the Valerie Fund Endowment, which supports children with cancer and blood disorders, created an endowment at the Duke Medical Center to research and hopefully someday cure pediatric cancer, created an endowment at Washington & Lee to support Women’s Athletics, and created an endowment at Duke University to fund scholarships for athletes from underrepresented communities. In determining that Mr. Schiffman should serve as a director, the Nominating Committee and the Board considered the unique knowledge and experience regarding Match Group and its businesses that he gained through his role as Executive Vice President and Chief Financial Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. The Nominating Committee and the Board also considered Mr. Schiffman’s investment banking experience, which the Nominating Committee and the Board believe gives him particular insight into trends in capital markets and the technology and media industries. Pamela S. Seymon, age 68, has been a director of Match Group since November 2015. Ms. Seymon was a partner at Wachtell, Lipton, Rosen & Katz, a New York law firm (“WLRK”), from January 1989 to January 2011, and prior to that time, was an associate at WLRK from 1982. During her tenure at WLRK, Ms. Seymon specialized in corporate law, mergers and acquisitions, securities and corporate governance, and represented public and private corporations on offense as well as defense, in both friendly and unsolicited transactions. Ms. Seymon is a graduate of Wellesley College, where she was a Wellesley Scholar, and New York University School of Law. In determining that Ms. Seymon should serve as a director, the Nominating Committee and the Board considered her extensive experience representing public and private corporations in connection with a wide array of complex, sophisticated and high profile matters, as well as her high level of expertise generally regarding mergers, acquisitions, investments and other strategic transactions. Directors whose terms expire in 2025:

  4. Information Concerning Director Nominees and Other Board Members

    Stephen Bailey, age 44, has been a director of Match Group since June 2020. Mr. Bailey has served as Founder and Chief Executive Officer of ExecOnline, Inc., a leading provider of B2B leadership development solutions, since 2011. Prior to that he served as Chief Executive Officer and Chief Product Officer of Frontier Strategy Group, LLC, a software and information services business, from January 2006 to May 2011. Before joining Frontier Strategy Group, Mr. Bailey was an associate in the venture capital and private equity group of WilmerHale. Mr. Bailey has served on the board of directors of Ibotta, Inc. since February 2024. In determining that Mr. Bailey should serve as a director, the Nominating Committee and the Board considered his extensive executive management experience, which the Nominating Committee and the Board believe gives him insight into business strategy, leadership and marketing. Melissa Brenner, age 49, has been a director of Match Group since June 2020. Since January 2018, Ms. Brenner has served as Executive Vice President, Digital Media for the National Basketball Association ("NBA"), where she leads the development, oversight and implementation of the NBA’s global digital strategy and emerging technology initiatives. Ms. Brenner led the NBA's social media portfolio as the league became one of the largest social media communities in the world. In addition, Ms. Brenner has led the digital products team on the execution of the NBA app and website. Ms. Brenner has held positions of increasing responsibility with the NBA since 1997, including Senior Vice President, Digital Media from February 2014 to December 2017, Senior Vice President, Marketing from February 2013 to January 2014, and Vice President, Marketing from October 2007 to January 2013. In determining that Ms. Brenner should serve as a director, the Nominating Committee and the Board considered her extensive marketing and executive management expertise as well as her experience in social media and digital products. Bernard Kim, age 47, has served as Chief Executive Officer and a director of Match Group since May 2022. Prior to that time, Mr. Kim served as President of Publishing of Zynga Inc., a mobile video game developer, from June 2016 until May 2022, where he oversaw various functions including global marketing, user acquisition, revenue, communications, consumer insights, data science, product management, and mergers and acquisitions. Prior to joining Zynga, Mr. Kim spent nearly 10 years at Electronic Arts Inc. ("EA") as the company's Senior Vice President of Mobile Publishing. In that role, he oversaw EA's mobile distribution, strategy, product management, analytics, network engagement, marketing, revenue demand planning, business development, third-party publishing, and mergers and acquisitions. Before joining EA, Mr. Kim served as Director of Sales and Channel Strategy at The Walt Disney Company, where he led sales and retail for Disney Mobile. Mr. Kim has served on the board of directors of Five Below, Inc. since June 2022. Mr. Kim holds an undergraduate degree in both economics and communications from Boston College. In determining that Mr. Kim should serve as a director, the Nominating Committee and the Board considered his position as Chief Executive Officer of the Company as well as his considerable experience managing operations and strategic planning in the mobile application and interactive entertainment industry. Alan G. Spoon, age 72, has been a director of Match Group since November 2015. Mr. Spoon served as General Partner and Partner Emeritus of Polaris Partners from 2011 to 2018. He previously served as Managing General Partner of Polaris Partners from 2000 to 2010. Polaris Partners is a private investment firm that provides venture capital and management assistance to development stage information technology and life sciences companies. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company (now known as Graham Holdings Company) from March 1991 through May 2000 and served as President from September 1993 through May 2000. Prior to his service in these roles, he held a wide variety of positions at The Washington Post Company, including as President of Newsweek from September 1989 to May 1991. Mr. Spoon has served as a member of the boards of directors of IAC since February 2003 and Danaher Corporation since July 1999, and as Chairman of the board of directors of Fortive Corporation since July 2016. Mr. Spoon previously served as a member of the board of directors of Cable One, Inc. from July 2015 through February 2021. In his not-for-profit affiliations, Mr. Spoon was a member of the Board of Regents at the Smithsonian Institution (formerly Vice Chairman) and is a longtime member of the MIT Corporation, where he serves on its Executive Committee and is Chair of its Risk and Audit Committee. He also serves as a member of the board of directors of the AXIM Collaborative Foundation, successor organization to edX.org (a not-for-profit online education platform sponsored by Harvard and the MIT Corporation). In determining that Mr. Spoon should serve as a director, the Nominating Committee and the Board considered his extensive private and public company board experience and public company management experience, all of which the Nominating Committee and the Board believe give him particular insight into business strategy, leadership and marketing in the media industry. The Nominating Committee and the Board also considered Mr. Spoon’s venture capital experience and engagement with the MIT Corporation, which the Nominating Committee and the Board believe give him particular insight into trends in the internet and technology industries, as well as into acquisition strategy and financing. Directors whose terms expire in 2026: Sharmistha Dubey, age 53, has been a director of Match Group since September 2019. Ms. Dubey has served as an Operating Partner of Advent International, a global private equity investing firm, since October 2022. Prior to that time, Ms. Dubey served as Chief Executive Officer of Match Group from March 2020 to May 2022. Prior to that, Ms. Dubey served as President of Match Group from January 2018, as Chief Operating Officer of Tinder from February 2017 to January 2018 and as President of Match Group Americas, where she oversaw the product and business operations for North American dating properties, including the Match U.S. brand, Plenty Of Fish, OkCupid and Match Affinity Brands, from December 2015 to January 2018. Prior to that, she served in multiple roles within the Company: Chief Product Officer of The Princeton Review and Tutor.com from July 2014 to December 2015; Executive Vice President of Tutor.com from April 2013 to July 2014; Chief Product Officer of Match.com from January 2013 through April 2013 and Senior Vice President, Match.com and Chemistry.com from September 2008 through December 2012. Ms. Dubey has served on the boards of directors of Fortive Corporation since August 2020, Naspers Limited since April 2022 and Prosus N.V. since August 2022. She holds an undergraduate degree in engineering from the Indian Institute of Technology and a master’s in engineering from Ohio State University. In determining that Ms. Dubey should serve as a director, the Nominating Committee and the Board considered her past position as Chief Executive Officer of the Company as well as her considerable experience managing operations and strategic planning, including in her prior roles within the Company.

  5. Information Concerning Director Nominees and Other Board Members

    Laura Jones, age 42, has been a director of Match Group since March 2024. Ms. Jones has served as Chief Marketing Officer of Instacart, a grocery delivery and pickup service, since July 2022. Prior to that time, Ms. Jones served as Head of Marketing and VP, Brand & Marketing of Instacart from June 2021 to July 2022. Prior to joining Instacart, Ms. Jones served in multiple positions of increasing responsibility with Uber, a multinational transportation company, including leading global marketing for Rides from 2019 to 2021 and various senior marketing roles from 2015 to 2018. At Uber, Ms. Jones built the global product marketing team from the ground up, spanning the entire product portfolio (Rides, Eats, Freight, etc). Prior to Uber, Ms. Jones served in various senior marketing positions at Google and Visa. Ms. Jones graduated from Dartmouth College with a Bachelor’s degree in Economics and Government and received her Masters in Business Administration from Stanford University. In determining that Ms. Jones should serve as a director, the Nominating Committee and the Board considered her significant expertise in marketing and the consumer internet industry as well as her experience with brand refreshes. Ann L. McDaniel, age 68, has been a director of Match Group since December 2015. Ms. McDaniel currently serves as a consultant to Graham Holdings Company and previously served as Senior Vice President of Graham Holdings Company (and its predecessor companies) from June 2008 to April 2015. Prior to that time, Ms. McDaniel served as Vice President-Human Resources of Graham Holdings Company from September 2001. Ms. McDaniel also served as Managing Director of Newsweek, Inc., a Graham Holdings Company property, from January 2008 until its sale in September 2010, and prior to that time, held various editorial positions at Newsweek. In determining that Ms. McDaniel should serve as a director, the Nominating Committee and the Board considered her extensive human resources experience, which the Nominating Committee and the Board believe give her particular insight into personnel and compensation matters, as well as her management experience with Newsweek, which the Nominating Committee and the Board believe gives her insight into business strategy, leadership and marketing. Thomas J. McInerney, age 59, has been Chairman of the Board of Match Group since May 2021 and has served as a director of Match Group since November 2015. Mr. McInerney served as Chief Executive Officer of Altaba Inc., a publicly traded registered investment company and the successor company to Yahoo! Inc., from June 2017 to December 2021. Mr. McInerney previously served as Executive Vice President and Chief Financial Officer of the company formerly known as IAC/InterActiveCorp ("Former IAC") from January 2005 to March 2012. From January 2003 through December 2005, he served as Chief Executive Officer of the retailing division of Former IAC, which included HSN, Inc. and Cornerstone Brands. From May 1999 to January 2003, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Ticketmaster, formerly Ticketmaster Online CitySearch, Inc., a live entertainment ticketing and marketing company. From 1986 to 1988 and from 1990 to 1999, Mr. McInerney worked at Morgan Stanley, a global financial services firm, most recently as Principal. Mr. McInerney has served on the board of directors of Altaba Inc. since June 2017, where he currently serves as the Chairman of the Board since January 2022. In determining that Mr. McInerney should serve as a director, the Nominating Committee and the Board considered his extensive senior leadership experience at Former IAC and his related knowledge and experience regarding Match Group, as well as his high level of financial literacy and expertise regarding restructurings, mergers and acquisitions and operations, and his public company board and committee experience.

  6. INFORMATION CONCERNING MATCH GROUP EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    INFORMATION CONCERNING MATCH GROUP EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Background information about Match Group’s current executive officers who are not directors is set forth below. For background information about Match Group’s Chief Executive Officer, Bernard Kim, see the discussion under Proposal 1—Election of Directors—Information Concerning Director Nominees and Other Board Members. Philip D. Eigenmann, age 53, has served as Match Group’s Chief Accounting Officer since November 2017. Mr. Eigenmann has held positions of increasing responsibility with the Company and its predecessors since May 2006, including Senior Vice President and Global Controller from February 2016 to November 2017, and Vice President and Global Controller from December 2009 to February 2016. Prior to joining us, Mr. Eigenmann held various finance and accounting leadership roles with AMX Corporation, a worldwide leader in advanced control and automation technology for commercial and residential markets. Mr. Eigenmann began his career in the audit practice of Ernst & Young in Dallas, Texas. He received a BBA in Accounting from Texas A&M University, and is a certified public accountant in the State of Texas. Jeanette Teckman, age 52, has served as Interim Chief Legal Officer of Match Group since March 2024. Prior to that time, Ms. Teckman served as Match Group’s Senior Vice President, Associate General Counsel – Litigation, IP & Compliance from March 2022 to March 2024; and prior to that, she served as Vice President, Associate General Counsel – Litigation & IP of Match Group from July 2017. Prior to joining Match Group, Ms. Teckman was Vice President and Senior Counsel of Operations of TRT Holdings, Inc., a private holding company, from July 2013 to July 2017. Prior to that time, Ms. Teckman was an associate from 2000 to 2002 and a partner from 2003 to 2013 at Gardere Wynne Sewell LLP (now Foley & Lardner LLP) and served as In-House Counsel for Verizon from 2002 to 2003. Ms. Teckman began her career in 1998 with Vial, Hamilton, Koch & Knox. Ms. Teckman has a BBA in Accounting from The University of Texas at Austin and a JD from Southern Methodist University Dedman School of Law. Gary Swidler, age 53, has served as President and Chief Financial Officer of Match Group since January 2023. Prior to that time, Mr. Swidler served as Match Group's Chief Operating Officer and Chief Financial Officer from March 2020; and prior to that, he served as Chief Financial Officer of Match Group from September 2015. Prior to joining Match Group, Mr. Swidler was a Managing Director and Head of the Financial Institutions Investment Banking Group at Bank of America Merrill Lynch (“Merrill Lynch”) from April 2014 to August 2015. Prior to that, Mr. Swidler held a variety of positions at Merrill Lynch and its predecessors since 1997, most recently as Managing Director and Head of Specialty Finance from April 2009 to April 2014. Prior to joining Merrill Lynch, Mr. Swidler was an associate at the law firm of Wachtell, Lipton, Rosen & Katz. Mr. Swidler has served on the board of directors of DoubleVerify Holdings, Inc. since February 2024. Mr. Swidler has a BSE from the Wharton School at the University of Pennsylvania and a JD from New York University School of Law.

  7. Philosophy and Objectives

    | Pays for performance: | We take a rigorous performance-based approach to executive compensation. A significant portion of our NEOs’ pay is not guaranteed, but rather is at risk and/or based on attaining various Company and individual performance objectives. This was the case with all of the long-term incentive compensation granted to Mr. Kim in 2023 and 94% of his total target compensation. As further illustration of our performance-based approach, Company performance was the dominant driver of the ultimate bonus program outcomes, with 2023 NEO bonus payouts achieving 93% of target in line with performance falling slightly below expectations. Based on shareholder feedback, we have implemented a formulaic assessment of performance to determine the majority of bonus payouts beginning in 2024, as discussed further in "Stockholder Engagement and 2023 Say-on-Pay Vote" below. | | Instills an ownership culture: | We believe that long-term performance is achieved through an ownership culture that rewards performance by linking the interests of each of our NEOs with those of our stockholders. Our long-term incentive compensation program for our NEOs is currently granted in the form of restricted stock units (“RSUs”) and performance-based RSUs (“PSUs”). The PSUs vest over a three-year period and are only earned if the relevant performance targets, which are based on total stockholder return, are met. We believe this program ensures that our NEOs are “at risk” for this portion of their compensation and that their compensation is tied to our stock price to increase alignment with our stockholders. In addition, the three-year vesting requirement reduces the risk that our NEOs will place too much focus on short-term achievements to the detriment of the long-term goals of the Company. | | Pays competitively: | We set compensation levels that are competitive with those of individuals holding comparable positions at companies with which we compete for talent and that are of similar size, market valuation and business complexity. | | Values stockholder input: | In setting compensation levels, we consider feedback from our stockholders, as applicable. For details regarding the results of our 2023 Fall stockholder engagement program, see "Stockholder Engagement and 2023 Say-on-Pay Vote" below. |

  8. Philosophy and Objectives

    Match Group has historically not followed an arithmetic approach to establishing compensation levels and measuring and rewarding performance. As further discussed below under "Stockholder Engagement and 2023 Say-on-Pay Vote," in response to recent stockholder feedback, starting with the 2024 performance year, we have introduced financial metrics into the annual bonus program for our NEOs, accounting for 70% of each individual's bonus payout based on pre-established targets set near the beginning of the performance year. The Compensation and Human Resources Committee of our Board of Directors (for purposes of this CD&A, the “Committee”) chose to continue to maintain an individual performance component of each NEO's bonus payout, comprising only 30% of payout, as we believe formulaic approaches often fail to adequately incorporate the multiple factors that contribute to success at the individual level. In any given period, Match Group may have multiple objectives, and these objectives and their relative importance often change as the competitive and strategic landscapes shift, even within a given compensation cycle. We maintain the following compensation practices that reflect our pay-for-performance compensation philosophy:

  9. 2023 Compensation Highlights

    2023 Compensation Highlights •94% of Mr. Kim's target compensation was considered variable and at-risk. •Reduced the target amount of annual long-term incentive awards granted to our CEO by 19%. •54% of the target amount of annual long-term incentive awards granted to Mr. Kim and 50% of the target amount of annual long-term incentive awards granted to Messrs. Swidler and Sine consisted of PSUs. •PSUs granted in 2023 have their payout solely based on Company performance, specifically Match Group’s 3-year relative total stockholder return percentile rank among Nasdaq-100 index composite companies. •No NEO salaries were increased. •2023 NEO annual bonus payouts were 93% of target which is reflective of the solid work that occurred in 2023, but results fell slightly below the Committee's high expectations for leadership. •All of the PSUs awarded in 2021 that were scheduled to vest in February 2024 vested with no payout as a result of the Company's relative stock growth performance over the three-year period ending in February 2024. The chart below shows the percentage of Mr. Kim’s 2023 target compensation that was variable and at-risk.

  10. Stockholder Engagement and 2023 Say-on-Pay Vote

    | Key Feedback Themes | Committee Actions in Response | | Stockholders expect a more formulaic approach to our annual bonus program, including the use of pre-established metrics | •Since the 2023 annual bonus program was already approved and in progress at the time of the 2023 say-on-pay vote, in February 2024, the Committee approved the following changes for the 2024 annual bonus program: ◦Introduced two financial metrics, revenue and AOI margin, which will each account for 35% of our NEOs' 2024 annual bonus payout (70% in total), based on pre-established targets set in February 2024 ◦The remaining 30% of each NEO's 2024 annual bonus will be determined by an individual component that evaluates each NEO's relevant contributions and performance for the year ◦See "Compensation Elements — Annual Bonuses" below for information on how AOI is calculated •The Committee also commits to increasing transparency in future disclosures around the factors considered in determining bonus program payouts | | Stockholders expect the use of a maximum cap on annual bonus program payouts | •In connection with the changes to the 2024 annual bonus program discussed above, the Committee established payout scales for each of the revenue and AOI margin components of the bonus payout that provide for a threshold payout of 25% and a maximum payout of 200% | | Stockholders expressed concern around the issuance of a special retention award to our CFO and the acceleration of some of our CFO's outstanding RSUs in 2022 in connection with the 2022 CEO transition | •The Committee reaffirms that it will not issue special awards to executive officers and will not accelerate outstanding awards held by executive officers concurrently with the issuance of special awards, except in extraordinary circumstances, when absolutely necessary •If such circumstances do arise in the future, any compensation decisions will be accompanied by transparent disclosure in the following proxy statement that addresses the Committee's rationale and decision-making process •Consistent with these commitments, in 2023 no special awards were granted and no awards held by executive officers were accelerated | | Stockholders expressed concern around the modification of the performance benchmark used to measure performance for the PSUs awarded in 2021 | •The Committee commits to not modify outstanding PSUs, except in extraordinary circumstances •Consistent with this commitment, no outstanding PSUs held by executive officers were modified in 2023 •As further described below, all of the PSUs awarded in 2021, for which the performance benchmark was modified in 2022, that were scheduled to vest in February 2024 vested with no payout (notwithstanding the modification) as a result of the Company's relative stock growth performance |

  11. Roles and Responsibilities

    Roles and Responsibilities The Committee has primary responsibility for establishing the compensation of our NEOs. For each of our NEOs, all compensation decisions referred to throughout this CD&A have been made by the Committee, based in part on recommendations from our Chief Executive Officer, and in consultation with the Chairman of our Board. Our Chief Executive Officer participates in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools. In late 2022 and early 2023, Mr. Kim met with the Committee several times to review projections for aggregate 2023 compensation, including salary levels, target bonus levels and total equity award value, as well as to discuss his views of corporate and individual executive officer performance for 2022 for Messrs. Swidler, Sine and Eigenmann. In late 2023 and early 2024, Mr. Kim again met with the Committee several times to review his recommendations for annual bonuses for Messrs. Swidler, Sine and Eigenmann based on 2023 performance. In each of these instances, Mr. Kim also discussed his own performance with the Committee; however, Mr. Kim does not participate in the determination of his own compensation. Following each of these discussions, the Committee met in executive session to discuss Mr. Kim’s recommendations, including their views of corporate and individual performance for 2022 and 2023 for Mr. Kim. Since 2021, the Committee has engaged Compensia, a national compensation consulting firm, to assist it with compensation matters, including compensation peer group selection, executive and non-employee director compensation assessment, equity compensation strategy and compensation risk assessment, and to provide competitive market data for comparable companies. Compensia reports directly to the Committee, and the Committee may replace Compensia or engage additional consultants at any time. One or more representatives from Compensia attends Committee meetings and communicates with the Chair of the Committee, as well as other Committee members, between meetings from time to time. Compensia has no other business relationship with Match Group and receives no payments from Match Group other than fees for services to the Committee. The Committee has assessed the independence of Compensia considering, among other things, the factors set forth under Rule 10C-1 of the Exchange Act and the listing standards of Nasdaq, and has concluded that no conflict of interest has arisen with respect to the work that Compensia performs for the Committee.

  12. Compensation Setting Process and Use of Comparative Market Data

    Compensation Setting Process and Use of Comparative Market Data When establishing initial compensation packages upon an executive's hire, Match Group follows a flexible approach, and makes decisions based on a variety of factors particular to a given executive's situation, including our firsthand experience with the competition for recruiting and retaining executives, negotiation and discussion with the individual executive, comparative market data, internal equity considerations, prior compensation levels for the particular position within Match Group, the location of a particular executive, compensation levels available to the individual in alternative opportunities, and other factors we deem relevant at the time. Each individual component of a given NEO’s compensation is evaluated independently and in relation to the package as a whole. Prior earning histories and outstanding long-term compensation holdings are also taken into account. In its annual review of each NEO’s pay package, prior to making specific decisions related to any particular element of compensation, the Committee typically considers the following factors: •Historical compensation levels for each of our NEOs, evaluating the NEO’s total near-term and long-term compensation in aggregate; •Each individual NEO’s skills, experience and qualifications relative to similarly situated executives at the companies in our compensation peer group and in select broad-based compensation surveys; •Each individual NEO’s performance against the expectations of the Committee and our Board; •The compensation practices among our competitors and broad-based compensation surveys; •Our historical and projected future performance against Company-wide and brand-level financial and operational objectives established by the Committee and our Board; •The recommendations provided by our Chief Executive Officer with respect to the compensation of our other NEOs; and •The competitive state of the labor market generally, including any need to strengthen the retentiveness of our compensation packages. For purposes of comparing our executive compensation program against the competitive market, the Committee evaluates the compensation of our NEOs against those in similar positions at comparable companies at least annually, with input from its compensation consultant. The Committee does not use a single method or measure in making its compensation decisions, nor does it position compensation levels based upon a specific level relative to a peer group or other companies. Nonetheless, the pay practices at comparable companies are an important factor that the Committee considers in assessing the reasonableness of compensation and ensuring that our compensation practices are competitive in the marketplace. The Committee applied the following criteria when selecting the peer group companies used for assessing our executive compensation program for 2023, in collaboration with Compensia:

  13. Compensation Setting Process and Use of Comparative Market Data

    | Criteria for Peer Group | General Characteristics | | Revenue | •Approximately 0.5x to 2.0x Match Group’s last 12-month revenue of $3.2B (~$1.6B to ~$6.4B as of August 23, 2022). | | Market Capitalization | •Approximately 0.33x to 3.0x Match Group’s then current 30-day average market capitalization of ~$19.2B (~$6.3B to ~$57.6B as of August 23, 2022). •Given market volatility, some peers may be slightly outside this range. | | Qualitative Factors | •In addition, the Committee focuses on characteristics such as market capitalization as a multiple of revenue, growth rates and companies’ proximity to IPO to ensure relevancy for market analysis. |

  14. Compensation Setting Process and Use of Comparative Market Data

    Applying these criteria, Compensia recommended, and the Committee approved, the following 19 companies as our compensation peer group as of December 2022 (ticker symbols shown in parentheses):

  15. Compensation Setting Process and Use of Comparative Market Data

    | Akamai Technologies Inc. (AKAM) | eBay Inc. (EBAY) | IAC Inc. (IAC) | Spotify Technology S.A (SPOT) | | Bumble Inc. (BMBL) | Electronic Arts Inc. (EA) | Pinterest, Inc. (PINS) | Take-Two Interactive Software Inc. (TTWO) | | DocuSign, Inc. (DOCU) | Etsy Inc. (ETSY) | Roblox Corp. (RBLX) | Zillow Group, Inc. (ZG) | | DoorDash, Inc. (DASH) | Expedia Group, Inc. (EXPE) | Roku, Inc. (ROKU) | Zoom Video Communications, Inc. (ZM) | | Dropbox, Inc. (DBX) | GoDaddy Inc. (GDDY) | Snap Inc. (SNAP) | |

  16. Compensation Setting Process and Use of Comparative Market Data

    Using the same criteria, in September 2023, Compensia recommended, and the Committee approved, continuing to use the same peer group for assessing our executive compensation program for 2024 and for the determination of annual bonuses with respect to 2023 performance.

  17. Compensation Elements

    Compensation Elements Match Group’s compensation packages for our NEOs have primarily consisted of salary, annual bonuses, long‑term incentives (typically equity awards), and, to a more limited extent, perquisites and other benefits. Salary None of the salaries for our NEOs were adjusted during 2023. NEO salaries for 2023 are reported in the 2023 Summary Compensation Table included in the Executive Compensation section of this proxy statement. Annual Bonuses Match Group’s bonus program is designed to reward performance on an annual basis and bonuses are generally paid shortly after year-end following finalization of the financial results for the year in question. Historically, for 2023 and for years prior, all annual bonus payout decisions have been subjective, and have been made on a non-formulaic facts and circumstances assessment of Company and individual performance. In determining individual annual bonus amounts, the Committee considered a variety of factors regarding the Company’s overall performance, such as growth in revenue and profitability over the prior year and performance against the Company's plan, an individual’s performance and contribution to the Company, and general bonus expectations previously established between the Company and the NEO. The Committee has not quantified the weight given to any specific element or otherwise followed a formulaic calculation. However, Company performance has tended to be the dominant driver of ultimate bonus payouts. Because of the variable nature of the bonus program, and because in any given year bonuses have the potential to make up a significant portion of an NEO’s total direct compensation, the bonus program provides an important incentive tool to achieve Match Group’s annual objectives. As noted above, starting with the 2024 performance year, we have introduced financial metrics into the annual bonus program for our NEOs, accounting for 70% of each individual's bonus payout based on pre-established targets set near the beginning of the performance year. The remaining 30% of each NEO's 2024 annual bonus will be determined by an individual component that evaluates each NEO's relevant contributions and performance for the year. For 2023 bonuses specifically, the Committee considered a variety of factors, including, among others, year-over-year growth in revenue and AOI (which is calculated as operating income excluding stock-based compensation expense, depreciation and certain non-cash acquisition-related items), revenue and AOI performance against the Company's 2023 plan, levels of cash flow generated from operations, and certain strategic accomplishments, including the results of increased focus on product innovation to better drive sustainable long-term user and revenue growth and the implementation of initiatives to deliver revenue acceleration throughout the year. While these were the primary factors considered in setting bonus award amounts, the Committee also considered relative contributions made by each NEO during the year and the relative size of the bonuses paid to the other NEOs. With respect to bonuses for each of our NEOs, the Committee considered the following: (i) with respect to Mr. Kim, his role as Chief Executive Officer, including his focus on overseeing the operations of, and developing the strategic agenda for, the Company, and his interim leadership of our Tinder business, including execution of Tinder's strategy to grow revenue; (ii) with respect to Mr. Swidler, his role as President and Chief Financial Officer, including his management of our finance, tax, real estate and facilities, advertising sales, investor relations, M&A, corporate social responsibility and corporate communications functions; (iii) with respect to Mr. Sine, his role as Chief Business Affairs and Legal Officer, including his management of our legal, compliance, privacy, safety, cybersecurity and government affairs functions, as well as his leadership of our efforts to ensure fairness with respect to the in-app purchase fees imposed by mobile app stores, including the settlement of the claims we and Google made against each other in the Match Group, LLC et al vs. Google LLC et al lawsuit; and (iv) with respect to Mr. Eigenmann, his role as Chief Accounting Officer, including his management of our global accounting and financial reporting functions and his oversight of our continued transition to a unified global enterprise resource planning platform. Considering the strong individual performance of each NEO as well as the Company's financial performance in 2023 and overall progress on its strategic objectives, the Committee determined 2023 NEO annual bonus payouts to be 93% of target for each NEO. The table below reflects each NEO's target annual bonus amount for 2023 and the ultimate payout.

  18. Compensation Elements

    | NEO | 2023 Target Bonus (as % of Salary) | 2023 Target Bonus ($) | 2023 Bonus Payout | | Bernard Kim | 200% | $2,000,000 | $1,860,000 | | Gary Swidler | 200% | $1,350,000 | $1,255,500 | | Jared Sine | 100% | $500,000 | $465,000 | | Philip Eigenmann | 60% | $240,000 | $225,000 |

  19. Compensation Elements

    Long-Term Incentives Match Group believes that ownership shapes behavior and that providing a meaningful portion of a NEO’s compensation in stock-based awards aligns their incentives with stockholder interests in a manner that drives better performance over time. The primary long-term incentives for our NEOs have been RSU and PSU awards. In setting particular award levels, the predominant objectives have been providing the NEO with a balance of effective retention incentives and incentives for strong future performance. Appropriate levels to meet these goals may vary from year to year, and from individual to individual, based on a variety of factors. The annual corporate performance factors relevant to setting bonus amounts that were discussed above, while taken into account, have generally been less relevant in setting annual equity awards, as the awards tend to be more forward looking, and intended as a longer-term retention and reward instrument than annual bonuses. When granting Match Group equity awards, the Committee takes into account factors such as historical practices, the Committee’s view of market compensation generally, the dilutive impact of equity awards and desired short-term and long-term dilution levels, and a given NEO’s existing equity holdings and their retention and incentive value. Committee meetings at which the awards are made are generally scheduled well in advance and without regard to the timing of the release of earnings or other material information. In March 2023, as part of the Company’s annual year-end compensation review, the Committee granted RSUs and PSUs to our NEOs as described in the table below. The values reflected in the table below are the target dollar values for each award. The number of RSUs and PSUs granted to each NEO was determined by dividing the values below by the 30-day volume-weighted average stock price ending on the date of Committee approval of the awards, and therefore may vary from the grant date fair values for these awards as reported in the compensation tables included in the Executive Compensation section of this proxy statement.

  20. Compensation Elements

    | NEO | RSUs | PSUs (at target) | | Bernard Kim | $6,000,000 | $7,000,000 | | Gary Swidler | $5,500,000 | $5,500,000 | | Jared Sine | $3,000,000 | $3,000,000 | | Philip Eigenmann | $575,000 | $— |

  21. Compensation Elements

    The RSU awards granted to Messrs. Kim, Swidler and Sine vest in three equal installments on the first three anniversaries of the grant date, subject to their continued service through each vesting date. The RSU award granted to Mr. Eigenmann vests as to one-third of the award on the first anniversary of the grant date and as to one-twelfth of the award every three months thereafter, subject to his continued service through each vesting date. The PSU awards granted to Messrs. Kim, Swidler and Sine vest in full following the third anniversary of the grant date, subject to their continued service through the vesting date. 2023 PSU Awards. In February 2023, the Committee reviewed and approved the PSU award design for awards in 2023, which is consistent with the design used for PSU awards granted in 2022. In determining to continue to use the same PSU design, the Committee discussed the design with its independent compensation consultant and considered competitive compensation data, Match Group’s business model and strategy and its performance to date. The 2023 PSU awards have a performance period of three years and will be earned and vest in a single installment following the third anniversary of the grant date. The portion of PSUs that is earned and vests is based on Match Group’s relative total stockholder return (“rTSR”) percentile rank among the Nasdaq-100 index composite companies. The Committee believes that rTSR percentile ranking provides an easy-to-understand performance outcome, regardless of broader market conditions, and is less dependent on potential shifts in the overall stock market. Specifically, the portion of PSUs earned and vested is determined by applying a “rTSR multiplier” to the number of target PSUs as follows:

  22. Compensation Elements

    | rTSR Percentile Ranking Among Nasdaq-100 Composite Companies | rTSR Multiplier(1) | | Below 30th (Below Threshold) | 0% | | 30th (Threshold) | 30% | | 55th (Target) | 100% | | 85th and above (Maximum) | 225% |

  23. Compensation Elements

    (1) For performance between the Threshold and Target performance levels or between the Target and Maximum performance levels, the rTSR multiplier will be interpolated between the levels on a straight-line basis. Failure to achieve the Threshold performance level will result in no shares being issued for the PSUs, and no additional shares will be issued for performance exceeding the Maximum performance level. If Match Group’s absolute TSR is negative for the applicable performance period, the maximum rTSR multiplier possible will be 100% regardless of relative performance. Performance of 2021 PSU Awards. In 2021, the Committee granted certain of our NEOs PSU awards that are earned and vest in two equal installments on the third and fourth anniversaries of the grant date. The portion of the PSUs that is earned and vests on each vesting date can range between 0% and 150% of the target PSUs depending on Match Group’s relative stock growth, measured as the percentage growth of Match Group’s stock price relative to the percentage stock price growth of the median company within the Nasdaq-100 stock market index over the applicable vesting period. Specifically, the portion of each installment of PSUs earned and vested on the applicable vesting date is determined as follows: • 100% of the PSUs if relative stock growth is zero; • For each +1% or -1% of relative stock growth from zero, the PSUs earned and vested will increase or decrease, respectively, from 100% by 3%, with a maximum of 150% and a minimum of 0%, with linear interpolation between points; and • Notwithstanding the foregoing, no PSUs will be earned or vested if both the relative stock growth and Match Group’s stock growth are negative for the applicable performance period. With respect to the three-year performance period ending in February 2024 on the third anniversary of the grant date, the table below reflects the stock growths of Match Group and the median company within the Nasdaq-100 stock market index as well as the relative stock growth and the resulting payout. As both the relative stock growth and Match Group's stock growth were negative for the applicable performance period, the payout in February 2024 was 0%.

  24. Compensation Elements

    | Match Group Stock Growth | Median Nasdaq-100 Company Stock Growth | Relative Stock Growth | Payout % | | -75.38% | 28.45% | -103.83% | 0% |

  25. Compensation Recovery (“Clawback”) Arrangements

    Compensation Recovery (“Clawback”) Arrangements Pursuant to the terms of our outstanding RSU and PSU awards, if an employee (including an NEO) is terminated for “cause” (as defined in the applicable equity incentive plan) or resigns in anticipation of being terminated for “cause,” or following a termination of employment for any reason, Match Group becomes aware that during the two years prior to such termination there was an event or circumstance that would have been grounds for termination for “cause” that caused or is reasonably likely to cause meaningful damage (economic, reputational or otherwise) to the Company (the “Underlying Event”) (and which would not have been curable upon notice), then any unvested RSUs and PSUs will be forfeited and cancelled in their entirety. In addition, if any RSUs or PSUs vested after the Underlying Event, then Match Group will be entitled to recover from such employee (or NEO) at any time within two years after such vesting any amounts realized as a result of such vesting. In addition, in October 2023 the Committee adopted a Compensation Recoupment Policy, pursuant to which in the event the Company is required to prepare an accounting restatement due to the Company’s material non-compliance with any financial reporting requirement under the federal securities laws, the Company will recover the amount of any incentive-based compensation, as defined in the Policy, including cash and equity awards, received by current and former executive officers, including the NEOs, during the applicable recovery period (generally the prior three completed fiscal years) that exceeds the amount that otherwise would have been received had it been determined based on the restated financial statements. The recovery of such compensation applies regardless of whether an executive officer engaged in misconduct or otherwise caused or contributed to the requirement for a restatement. The Compensation Recoupment Policy complies with, and will be administered and interpreted consistent with, applicable Marketplace Rules and Section 10D of the Exchange Act.

  26. Change in Control

    Change in Control Match Group believes that providing our NEOs with change in control protection is important in allowing NEOs to fully value the forward-looking elements of their compensation packages, and therefore limit retention risk during uncertain times. The terms of equity awards granted to our NEOs generally include a “double-trigger” change in control provision, as provided for under the Match Group, Inc. 2015 Stock and Annual Incentive Plan (as amended, the “2015 Plan”), the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan (as amended, the “2017 Plan”) and the Match Group, Inc. 2020 Stock and Annual Incentive Plan (the “2020 Plan”), which provides for the acceleration of the vesting of outstanding equity awards in connection with a change in control of Match Group, but only when the NEO experiences an involuntary termination of employment without cause or the NEO resigns for good reason, in each case during the two-year period following such change in control. In addition, the terms of Mr. Kim's employment agreement provide for certain enhanced payments and benefits in connection with a change in control of Match Group upon the occurrence of certain other additional triggers as further described below under Executive Compensation—Estimated Potential Payments Upon Termination or Change in Control—Amounts and Benefits Payable in Connection With a Change in Control—Mr. Kim. The Committee believes that providing benefits in these circumstances will assist in the retention of our NEOs through a change in control transaction. We do not provide any tax reimbursement or gross-up if a change in control triggers excise tax under Section 4999 of the Code of the Internal Revenue Code. Estimated payments to our NEOs in the event of a change in control are described below under Executive Compensation—Estimated Potential Payments Upon Termination or Change in Control.

  27. Severance

    Severance We generally provide our NEOs with some amount of salary and health benefits continuation and the acceleration of the vesting of some equity awards in the event of an involuntary termination of employment. Except as described below under Executive Compensation—Estimated Potential Payments Upon Termination or Change in Control, the Company generally does not provide for the acceleration of the vesting of equity awards in the event a NEO voluntarily resigns from the Company.

  28. Overview

    Overview This Executive Compensation section of this proxy statement sets forth certain information regarding total compensation earned by our named executive officers for our fiscal year ended December 31, 2023, as well as Match Group awards granted to our named executive officers in 2023, Match Group equity awards held by our named executive officers on December 31, 2023, and the dollar value realized by our named executive officers upon the vesting and exercise of Match Group equity awards during 2023.

  29. 2023 Summary Compensation Table

    2023 Summary Compensation Table The following table sets forth information concerning the compensation paid to each of our named executive officers for our fiscal year ended December 31, 2023.

  30. 2023 Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | | Bonus ($) | | Stock Awards ($)(1) | | All Other Compensation ($)(2) | | Total | | | Bernard Kim | 2023 | | 1,000,000 | | 1,860,000 | | 13,210,272 | | 10,000 | | 16,080,272 | | Chief Executive Officer | 2022 | | 553,846 | | 2,000,000 | | 21,307,365 | | 60,000 | | 23,921,211 | | Gary Swidler | 2023 | | 675,000 | | 1,255,500 | | 11,053,195 | | 10,000 | | 12,993,695 | | President and CFO (since Jan. '23) | 2022 | | 675,000 | | 2,000,000 | | 20,992,633 | | 10,000 | | 23,677,633 | | COO and CFO (until Jan. '23) | 2021 | | 675,000 | | 2,000,000 | | 12,682,669 | | 10,000 | | 15,367,669 | | Jared F. Sine(3) | 2023 | | 500,000 | | 465,000 | | 6,028,980 | | 10,000 | | 7,003,980 | | Chief Bus. Affairs & Legal Officer | 2022 | | 500,000 | | 425,000 | | 7,630,840 | | 10,000 | | 8,565,840 | | | 2021 | | 500,000 | | 900,000 | | 15,583,744 | | 10,000 | | 16,993,744 | | Philip Eigenmann | 2023 | | 400,000 | | 225,000 | | 492,989 | | 10,000 | | 1,127,989 | | Chief Accounting Officer | 2022 | | 400,000 | | 205,000 | | 677,868 | | 10,000 | | 1,292,868 | | | 2021 | | 300,000 | | 240,000 | | 345,721 | | 10,000 | | 895,721 |

  31. 2023 Summary Compensation Table

    ______________________ (1) Reflects the aggregate grant date fair value of Match Group RSU and PSU awards, computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, excluding the effect of estimated forfeitures. The grant date fair value of PSU awards granted in 2023 is reflected based upon the probable outcome of the performance conditions associated with such PSU awards as of the grant date and is calculated using a lattice model that incorporates a Monte Carlo simulation, using the following assumptions: expected volatility (54.58%), risk-free interest rate (4.49%) and expected term (3.00 years). See the discussion under Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentives—2023 PSU Awards above for additional information regarding the performance conditions associated with the PSUs granted in 2023. The table below provides the grant date fair value of PSU awards granted to our named executive officers in 2023 assuming that the highest level of performance conditions will be achieved. Mr. Eigenmann did not receive a PSU award in 2023.

  32. 2023 Summary Compensation Table

    | Name | Grant Date | Maximum Grant Date Fair Value of PSUs Granted in 2023 | | | Bernard Kim | 3/1/23 | | 13,504,545 | | Gary Swidler | 3/1/23 | | 10,610,728 | | Jared F. Sine | 3/1/23 | | 5,787,636 |

  33. 2023 Summary Compensation Table

    (2) Other compensation in 2023 includes 401(k) matching contributions made by the Company for all named executive officers in all relevant periods. (3) Mr. Sine resigned from the Company, effective March 11, 2024.

  34. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The table below provides information regarding Match Group RSU and PSU awards granted to our named executive officers in 2023. The grant date fair value of the RSU awards is calculated by multiplying the number of RSUs by the closing market price of Match Group common stock on the grant date. The grant date fair value of the PSU awards is calculated using a Monte Carlo simulation to reflect the probable outcome of the performance conditions associated with such PSU awards as of the grant date, incorporating the assumptions described above under Executive Compensation—2023 Summary Compensation Table.

  35. Grants of Plan-Based Awards in 2023

    | Name | Grant Date | Approval Date | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | | | | | Threshold (#) | Target (#) | Maximum (#) | | | | | Bernard Kim | 3/1/23(1) | 2/24/23 | — | — | — | 123,609 | | 5,144,607 | | | 3/1/23(2) | 2/24/23 | 43,263 | 144,210 | 324,472 | — | | 8,065,665 | | Gary Swidler | 3/1/23(1) | 2/23/23 | — | — | — | 113,308 | | 4,715,879 | | | 3/1/23(2) | 2/23/23 | 33,992 | 113,308 | 254,943 | — | | 6,337,316 | | Jared F. Sine | 3/1/23(1) | 2/23/23 | — | — | — | 61,804 | | 2,572,282 | | | 3/1/23(2) | 2/23/23 | 18,541 | 61,804 | 139,059 | — | | 3,456,698 | | Philip Eigenmann | 3/1/23(3) | 2/23/23 | — | — | — | 11,845 | | 492,989 |

  36. Grants of Plan-Based Awards in 2023

    ______________________ (1) Represents RSUs that vest in three equal installments on each of the first, second and third anniversaries of the grant date, subject to continued service. (2) Represents PSUs that vest on the third anniversary of the grant date, subject to continued service and the achievement of specified performance conditions. See the discussion under Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentives—2023 PSU Awards above for additional information regarding the performance conditions associated with these PSUs. (3) Represents RSUs that vest 1/3 on the first anniversary of the grant date and 1/12 every three months thereafter, subject to continued service.

  37. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The table below provides information regarding Match Group stock options, RSUs and PSUs, as applicable, held by our named executive officers on December 31, 2023. The market value of Match Group RSU and PSU awards is based on the closing market price of Match Group common stock ($36.50) on December 29, 2023, the last business day of 2023.

  38. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($) | | Bernard Kim | 6/1/22 | — | — | | — | 61,932(1) | $2,260,518 | 35,832(2) | $1,307,868 | | | 3/1/23 | — | — | | — | 123,609(3) | $4,511,729 | 43,263(4) | $1,579,100 | | Gary Swidler | 9/17/15 | 30,857 | | 14.2162 | 9/17/25 | — | — | — | — | | | 2/9/17 | 102,559 | | 16.4813 | 2/9/27 | — | — | — | — | | | 2/22/18 | 108,608 | | 37.7136 | 2/22/28 | — | — | — | — | | | 6/30/20 | 10,792(5) | | 20.9839 | 12/1/26 | — | — | — | — | | | 2/19/21 | — | — | | — | — | — | 59,500(6) | $2,171,750 | | | 3/1/22 | — | — | | — | — | — | 13,155(2) | $480,158 | | | 7/1/22 | — | — | | — | 41,413(7) | $1,511,575 | 16,565(8) | $604,623 | | | 3/1/23 | — | — | | — | 113,308(3) | $4,135,742 | 33,992(4) | $1,240,708 | | Jared F. Sine | 2/9/17 | 27,152 | | 16.4814 | 2/9/27 | — | — | — | — | | | 2/19/21 | — | — | | — | 5,509(7) | $201,079 | 49,583(6) | $1,809,780 | | | 3/2/21 | — | — | | — | 32,883(9) | $1,200,230 | — | — | | | 3/1/22 | — | — | | — | 17,540(1) | $640,210 | 7,893(2) | $288,095 | | | 3/1/23 | — | — | | — | 61,804(3) | $2,255,846 | 18,541(4) | $676,747 | | Philip Eigenmann | 2/9/17 | 11,133 | | 16.4819 | 2/9/27 | — | — | — | — | | | 11/7/17 | 10,861 | | 24.7680 | 11/7/27 | — | — | — | — | | | 2/19/21 | — | — | | — | 1,074(10) | $39,201 | — | — | | | 3/1/22 | — | — | | — | 3,069(11) | $112,019 | — | — | | | 3/1/23 | — | — | | — | 11,845(12) | $432,343 | — | — |

  39. Outstanding Equity Awards at 2023 Fiscal Year-End

    ______________________ (1) Represents Match Group RSUs that vest in two equal installments on each of the second and third anniversaries of the grant date, subject to continued service. (2) Represents Match Group PSUs that vest on the third anniversary of the grant date, subject to continued service and the achievement of specified performance conditions based on Match Group’s rTSR percentile rank among the Nasdaq-100 index composite companies over the three-year period ending on the third anniversary of the grant date. The number of PSUs outstanding on December 31, 2023 reflects the number of PSUs that would be earned if the threshold level of performance is achieved. (3) Represents Match Group RSUs that vest in three equal installments on each of the first, second and third anniversaries of the grant date, subject to continued service. (4) Represents Match Group PSUs that vest on the third anniversary of the grant date, subject to continued service and the achievement of specified performance conditions. See the discussion under Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentives—2023 PSU Awards above for additional information regarding the performance conditions associated with these PSUs. The number of PSUs outstanding on December 31, 2023 reflects the number of PSUs that would be earned if the threshold level of performance is achieved. (5) Represents Match Group stock options that were issued in respect of Former IAC stock options in connection with the transactions effected to separate Match Group from IAC in June 2020 (the "Separation"). (6) Represents Match Group PSUs that vest in two equal installments on each of third and fourth anniversaries of the grant date, subject to continued service and the achievement of specified performance conditions based on the percentage growth of Match Group’s stock price relative to the percentage stock price growth of the median company within the Nasdaq-100 stock market index over the applicable vesting period. The number of PSUs outstanding on December 31, 2023 reflects the number of PSUs that would be earned if the target level of performance is achieved. These PSUs do not contain a threshold or minimum performance target. (7) Represents Match Group RSUs that vest on the third anniversary of the grant date, subject to continued service. (8) Represents Match Group PSUs that vest on June 1, 2025, subject to continued service and the achievement of specified performance conditions based on Match Group’s rTSR percentile rank among the Nasdaq-100 index composite companies over the three-year period ending on June 1, 2025. The number of PSUs outstanding on December 31, 2023 reflects the number of PSUs that would be earned if the threshold level of performance is achieved. (9) Represents Match Group RSUs that vest on the third anniversary of the grant date, subject to continued service. As of December 31, 2023, the vesting of these RSUs could be accelerated if (i) Mr. Sine terminated his employment for any reason at any time and (ii) on or before the date of termination, the Board approved a non-interim successor of Mr. Sine. (10) Represents Match Group RSUs that vest in two equal installments on each of the third and fourth anniversaries of the grant date, subject to continued service. (11) Represents Match Group RSUs that vest on the second anniversary of the grant date, subject to continued service. (12) Represents RSUs that vest 1/3 on the first anniversary of the grant date and 1/12 every three months thereafter, subject to continued service.

  40. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The table below provides information regarding the number of shares acquired by our named executive officers upon the exercise of Match Group stock options and the vesting of Match Group RSUs in 2023, and the related value realized.

  41. 2023 Option Exercises and Stock Vested

    | | Option Awards | | Stock Awards | | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | | Bernard Kim | — | — | 30,967 | | 1,068,362 | | Gary Swidler | — | — | — | — | | | Jared F. Sine | — | — | 36,743 | | 1,583,713 | | Philip Eigenmann | — | — | 5,459 | | 231,391 |

  42. 2023 Option Exercises and Stock Vested

    ______________________ (1) Consistent with the Company’s policy for determining taxable compensation upon the vesting of RSUs, the value realized on vesting of RSUs is calculated by multiplying the number of shares acquired on vesting by the closing market price of the Company’s common stock on the last market date immediately preceding the vesting date.

  43. Estimated Potential Payments Upon Termination or Change in Control

    Estimated Potential Payments Upon Termination or Change in Control Certain of our employment agreements, equity award agreements and/or omnibus stock and annual incentive plans entitle our named executive officers to certain payments and benefits upon certain terminations of employment (including certain terminations during specified periods following a change in control of Match Group). Amounts and Benefits Payable Upon a Qualifying Termination Upon a termination of the named executive officer’s employment by the Company without cause (other than by reason of death or disability) or the named executive officer’s resignation for good reason (a “Qualifying Termination”) as of December 31, 2023, pursuant to the terms of such named executive officer’s employment agreement in effect at the time, and subject to the execution and non-revocation of a release and compliance with customary post-termination covenants as further described below, each of Messrs. Kim, Swidler and Sine would have been entitled to: •salary continuation for 12 months from the date of such Qualifying Termination payable in biweekly installments, subject, in the case of Messrs. Swidler and Sine, to offset for any amounts earned from other employment; •in the case of Mr. Kim, payment in a lump sum of an amount equal to the sum of (i) his annual target bonus amount and (ii) any accrued but unpaid annual bonus for the year prior to termination; •accelerated vesting of the portion of any outstanding and unvested equity awards that would have vested through (i) the second anniversary of such Qualifying Termination in the case of Mr. Kim and (ii) the first anniversary of the date of such Qualifying Termination in the case of Messrs. Swidler and Sine, provided in each case that any equity awards that are subject to outstanding unsatisfied performance conditions shall vest only to the extent that, and at such time as, such performance conditions are satisfied during such post-termination periods; and •continued coverage under the Company’s group health plan or monthly payments necessary to cover the full premiums for continued coverage under the Company’s plan through COBRA, which payments will be grossed up for applicable taxes, for up to 12 months following the date of such Qualifying Termination (but ceasing once equivalent employer-paid coverage is otherwise available to the named executive officer). Pursuant to their respective employment agreements in effect on December 31, 2023, each of Messrs. Kim, Swidler and Sine is bound by covenants not to compete with Match Group and not to solicit Match Group’s employees or business partners during the term of the executive’s employment and for 18 months thereafter in the case of Mr. Kim, and 12 months thereafter in the case of Messrs. Swidler and Sine. Each of Messrs. Kim, Swidler and Sine has also agreed not to use or disclose any confidential information of Match Group or its affiliates and to be bound by customary covenants relating to proprietary rights and the related assignment of such rights. Amounts and Benefits Payable Upon a Termination Due to Death or Disability Upon a termination of employment due to death or disability, pursuant to their respective employment agreements in effect on December 31, 2023, each of Messrs. Kim, Swidler and Sine (or their designated beneficiaries) would be entitled to payment in a lump sum of base salary through the end of the month in which such termination occurs. Additionally, upon a termination due to death, the portion of any outstanding and unvested Match Group equity awards that would have vested through the first anniversary of the date of such termination would vest, provided that any equity awards that are subject to outstanding unsatisfied performance conditions shall vest only to the extent that, and at such time as, such performance conditions are satisfied during such one-year period. Amounts and Benefits Payable in Connection With a Change in Control General. There are no arrangements with the named executive officers that provide for payments solely upon a change in control of Match Group. Mr. Kim. Upon a Qualifying Termination on December 31, 2023 that occurred during the one-year period following a change in control of Match Group, in accordance with the 2015 Plan and 2017 Plan, the vesting of all then outstanding and unvested Match Group equity awards which were also outstanding as of the date of such change in control held by Mr. Kim would have been accelerated, including any equity awards that are subject to outstanding unsatisfied performance conditions which would be deemed earned at the target level of performance. In addition, subject to the execution and non-revocation of a release and compliance with the post-termination covenants described above under —Amounts and Benefits Payable Upon a Qualifying Termination, pursuant to the terms of his employment agreement in effect on December 31, 2023, Mr. Kim would have been entitled to the following benefits: •salary continuation for 18 months from the date of such Qualifying Termination payable in biweekly installments; •payment in a lump sum of an amount equal to the sum of (i) 1.5 times his annual target bonus amount and (ii) any accrued but unpaid annual bonus for the year prior to termination; •any equity awards that are subject to outstanding unsatisfied performance conditions shall be deemed earned at the greater of target and actual performance as of the date of such change in control; and •continued coverage under the Company’s group health plan or monthly payments necessary to cover the full premiums for continued coverage under the Company’s plan through COBRA, which payments will be grossed up for applicable taxes, for up to 18 months following the date of such Qualifying Termination (but ceasing once equivalent employer-paid coverage is otherwise available to Mr. Kim). Upon a Qualifying Termination on December 31, 2023 that occurred more than one year following a change in control of Match Group but during the two-year period following such change in control, in accordance with the 2015 Plan and 2017 Plan, the vesting of all then outstanding and unvested Match Group equity awards which were also outstanding as of the date of such change in control held by Mr. Kim would have been accelerated, including any equity awards that are subject to outstanding unsatisfied performance conditions which would be deemed earned at the target level of performance. In addition, pursuant to his employment agreement in effect on December 31, 2023, Mr. Kim would have been entitled to receive the amounts set forth above under —Amounts and Benefits Payable Upon a Qualifying Termination. Further, pursuant to the terms of Mr. Kim's employment agreement in effect on December 31, 2023, in the event of a change in control of Match Group in which the successor or acquiring company fails to either (i) assume Mr. Kim's outstanding equity awards or (ii) substitute such awards with similar awards, then any performance metrics applicable to any such awards would be deemed satisfied at the greater of target and actual performance and all outstanding equity awards held by Mr. Kim would vest immediately prior to such change in control.

  44. Estimated Potential Payments Upon Termination or Change in Control

    Other NEOs. Upon a Qualifying Termination on December 31, 2023 that occurred during the two-year period following a change in control of Match Group, in accordance with the 2015 Plan and the 2017 Plan, the vesting of all then outstanding and unvested Match Group equity awards which were also outstanding as of the date of such change in control held by each of Messrs. Swidler, Sine and Eigenmann would have been accelerated, including any equity awards that are subject to outstanding unsatisfied performance conditions which would be deemed earned at the target level of performance. In addition, pursuant to their respective employment agreements in effect on December 31, 2023, each of Messrs. Swidler and Sine would have been entitled to receive the amounts set forth above under —Amounts and Benefits Payable Upon a Qualifying Termination. Additional Amounts and Other Amounts and Benefits Payable to Chief Business Affairs and Legal Officer Upon Termination Pursuant to the terms of Mr. Sine’s March 2021 RSU award in effect on December 31, 2023, if (i) Mr. Sine terminated his employment for any reason at any time and (ii) on or before the date of his termination, the Board approved a non-interim successor of Mr. Sine, the vesting of such RSUs would have been accelerated on the date of his termination. The market value of the RSUs that would have vested upon the occurrence of such an event, assuming a termination date of December 29, 2023 (the last business day of 2023), was $1,200,230 based on the number of RSUs outstanding and the closing price of Match Group common stock ($36.50) on December 29, 2023. Potential Payments Upon Termination or Change in Control Table The amounts that would have become payable to our named executive officers upon the events described above, assuming a termination and, if applicable, change in control date of December 29, 2023 (the last business day of 2023), are described and quantified in the table below. These amounts, which, except for the gross-up relating to COBRA benefits, exclude the effect of any applicable taxes, are based on the named executive officer’s base salary, target annual bonus amount, the number of Match Group equity awards outstanding, and the closing price of Match Group common stock ($36.50), on December 29, 2023.

  45. Estimated Potential Payments Upon Termination or Change in Control

    | Name and Benefit | Qualifying Termination | | Qualifying Termination During the One Year Period Following a Change in Control of Match Group | | Qualifying Termination During the Two Year Period Following a Change in Control of Match Group(1) | | Death | | Change in Control without Assumption or Substitution of Awards | | | Bernard Kim | | | | | | | | | | | | Continued salary | | 1,000,000 | | 1,500,000 | | 1,000,000 | — | | — | | | Bonus payment | | 2,000,000 | | 3,000,000 | | 2,000,000 | — | | — | | | Continued health coverage(2) | | 48,987 | | 72,538 | | 48,987 | — | | — | | | Market value of Match Group RSUs that would vest(3) | | 5,268,337 | | 6,772,247 | | 6,772,247 | | 2,634,169 | | 6,772,247 | | Market value of Match Group PSUs that would vest(4) | — | | | 9,623,298 | | 9,623,298 | — | | | 9,623,298 | | Total estimated incremental value | | 8,317,324 | | 20,968,083 | | 19,444,532 | | 2,634,169 | | 16,395,545 | | Gary Swidler | | | | | | | | | | | | Continued salary | | 675,000 | | 675,000 | | 675,000 | — | | — | | | Continued health coverage(2) | | 54,137 | | 54,137 | | 54,137 | — | | — | | | Market value of Match Group RSUs that would vest(3) | | 1,378,605 | | 5,647,317 | | 5,647,317 | | 1,378,605 | — | | | Market value of Match Group PSUs that would vest(4) | — | | | 9,923,511 | | 9,923,511 | — | | — | | | Total estimated incremental value | | 2,107,742 | | 16,299,965 | | 16,299,965 | | 1,378,605 | — | | | Jared F. Sine | | | | | | | | | | | | Continued salary | | 500,000 | | 500,000 | | 500,000 | — | | — | | | Continued health coverage(2) | | 41,863 | | 41,863 | | 41,863 | — | | — | | | Market value of Match Group RSUs that would vest(3) | | 2,473,386 | | 4,297,364 | | 4,297,364 | | 2,473,386 | — | | | Market value of Match Group PSUs that would vest(4) | — | | | 5,025,977 | | 5,025,977 | — | | — | | | Total estimated incremental value | | 3,015,249 | | 9,865,204 | | 9,865,204 | | 2,473,386 | — | | | Philip Eigenmann | | | | | | | | | | | | Market value of Match Group RSUs that would vest(3) | — | | | 583,562 | | 583,562 | — | | — | | | Total estimated incremental value | — | | | 583,562 | | 583,562 | — | | — | |

  46. Estimated Potential Payments Upon Termination or Change in Control

    ______________________ (1) With respect to Mr. Kim, amounts in this column represent the amounts that would have become payable in the event of a Qualifying Termination that occurs more than one year and less than two years following a change in control of Match Group. (2) Represents the total payments necessary to cover the full premiums for continued coverage under the Company’s medical and dental plans through COBRA for (i) 18 months in the case of Mr. Kim in the event of a Qualifying Termination during the one-year period following a change in control of Match Group and (ii) 12 months for all other applicable NEOs and events, in each case grossed up for applicable taxes. For Messrs. Kim and Sine, the COBRA rates reflect the named executive officer’s coverage level elections as of December 29, 2023. Mr. Swidler had not elected to participate in Company healthcare coverage as of December 29, 2023, therefore the amount indicated represents the COBRA rates that would apply if he had elected the highest levels of coverage as of such date. (3) Represents the closing price of Match Group common stock ($36.50) on December 29, 2023, multiplied by the number of RSUs accelerated upon the occurrence of the relevant event. (4) Represents the closing price of Match Group common stock ($36.50) on December 29, 2023, multiplied by the number of PSUs accelerated upon the occurrence of the relevant event. The number of PSUs accelerated upon the occurrence of (i) a Qualifying Termination during each of the one-year and two-year periods following a change in control of Match Group and (ii) a change in control of Match Group in which the successor or acquiring company fails to either (a) assume Mr. Kim's outstanding equity awards or (b) substitute such awards with similar awards, is reflected as the number of PSUs that would be earned assuming the target level of performance is achieved. The number of PSUs accelerated upon the occurrence of all other applicable events is reflected as the number of PSUs that would be earned based on the level of performance on December 29, 2023 assuming December 29, 2023 is the end of the applicable performance period.

  47. CEO Pay Ratio

    CEO Pay Ratio In accordance with Item 402(u) under Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”), we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer, Bernard Kim. The pay ratio disclosure set forth below is a reasonable estimate calculated in a manner consistent with applicable SEC rules. For the fiscal year ended December 31, 2023: (i) the estimated median of the annual total compensation of all Match Group employees (other than Mr. Kim) was approximately $139,011, (ii) Mr. Kim's annual total compensation, as reported under Executive Compensation—2023 Summary Compensation Table, was $16,080,272, and (iii) the ratio of annual total compensation of Mr. Kim to the median of the annual total compensation of our other employees was 116 to 1. In making the determinations above, we first identified our total number of employees as of December 31, 2023 (2,612 in total, 1,571 of which were located in the United States and 1,041 of which were collectively located in various jurisdictions outside of the United States). We then excluded employees located in the following jurisdictions outside of the United States, which together comprise less than 5% of our total employees: Australia (5 employees), Brazil (24 employees), China (1 employee), Egypt (2 employees), Germany (9 employees), India (10 employees), Italy (1 employee), Mexico (8 employees), Singapore (21 employees), Spain (6 employees), Sweden (1 employee), Thailand (1 employee), Türkiye (1 employee) and Vietnam (1 employee). After excluding employees in these jurisdictions, our pay ratio calculation included 2,521 of our total 2,612 employees. To identify our median employee from this employee population, as permitted by SEC rules, we selected base pay in 2023 as our consistently applied compensation measure, which we then compared across the applicable employee population. We annualized the compensation of permanent employees who were hired in 2023 but did not work for us for the entire year. After we identified the median employee, we determined such employee’s annual total compensation in the same manner as we determined Mr. Kim's total compensation disclosed under Executive Compensation—2023 Summary Compensation Table.

  48. PAY VERSUS PERFORMANCE

    PAY VERSUS PERFORMANCE As required by Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K under the Securities Act, we are providing the following information about the relationship between "compensation actually paid" ("CAP") to our CEOs, or principal executive officers ("PEOs") (Amanda Ginsberg from December 2017 until March 2020, identified below as "PEO 1", Sharmistha Dubey from March 2020 until May 2022, identified below as "PEO 2", and Bernard Kim since May 2022, identified below as "PEO 3"), and our other NEOs, and certain financial performance of the Company. For further information concerning the Company’s performance-based approach to executive compensation and how the Company aligns executive compensation with the Company’s performance, refer to Compensation Discussion and Analysis—Philosophy and Objectives above.

  49. PAY VERSUS PERFORMANCE

    | Year | Summary Compensation Table ("SCT") Total for PEO 1(1) | SCT Total for PEO 2(1) | SCT Total for PEO 3(1) | Compensation Actually Paid to PEO 1(2)(3) | Compensation Actually Paid to PEO 2(3)(4) | Compensation Actually Paid to PEO 3(3)(5) | Average SCT Total for Non-PEO NEOs(6) | Average Compensation Actually Paid to Non-PEO NEOs(3)(7) | Value of Initial Fixed $100 Investment Based On: | | Net Income (in thousands) | Adjusted Operating Income (in thousands)(9) | | | | | | | | | | | Total Shareholder Return ("TSR") | Peer Group TSR(8) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | 2023 | — | — | $16,080,272 | — | — | $7,826,909 | $7,041,888 | $3,983,355 | $44 | $220 | $651,472 | $1,258,533 | | 2022 | — | $23,016,375 | $23,921,211 | — | $(17,274,848) | $9,915,322 | $11,178,780 | $(3,540,359) | $51 | $132 | $359,919 | $1,128,736 | | 2021 | — | $25,397,675 | — | — | $13,576,838 | — | $11,085,711 | $7,416,614 | $161 | $201 | $276,554 | $1,068,456 | | 2020 | $132,951 | $13,705,132 | — | $30,907,303 | $43,934,291 | — | $4,397,081 | $14,883,063 | $184 | $147 | $221,609 | $896,779 |

  50. PAY VERSUS PERFORMANCE

    ______________________ (1) The dollar amounts reported in columns (b), (c) and (d) are the amounts of total compensation reported for each PEO for each corresponding year in the "Total" column of the SCT. (2) The dollar amount reported in column (e) represents the CAP for Ms. Ginsberg, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amount does not reflect the actual amount of compensation earned by or paid to Ms. Ginsberg during the applicable year. (3) All valuations of equity awards were estimated using assumptions and methodologies substantially consistent with those used at grant and in accordance with the principles in FASB ASC Topic 718, Compensation – Stock Compensation. The fair value of Match Group PSU awards is reflected based upon the probable outcome of the performance conditions associated with such PSU awards as of the valuation date. Consistent with the Company’s policy for determining taxable compensation upon the vesting of RSUs, the value on vesting of RSUs is calculated by multiplying the number of shares acquired on vesting by the closing market price of the Company’s common stock on the last market date immediately preceding the vesting date. (4) The dollar amounts reported in column (f) represent the CAP for Ms. Dubey, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Ms. Dubey during the applicable year. (5) The dollar amounts reported in column (g) represent the CAP for Mr. Kim, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kim during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kim's total compensation for 2023 to determine CAP:

  51. PAY VERSUS PERFORMANCE

    | Reported SCT Total | | Reported Value of Equity Awards(a) | | Equity Award Adjustments(b) | | Compensation Actually Paid | | | | 16,080,272 | | (13,210,272) | | 4,956,909 | | 7,826,909 |

  52. PAY VERSUS PERFORMANCE

    (a) The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards” column of the SCT for 2023. (b) The equity award adjustments include the addition (or subtraction, as applicable) of the following, if applicable: (i) the year-end fair value of any equity awards granted in 2023 that were outstanding and unvested as of the end of 2023; (ii) the amount of change in fair value as of the end of 2023 (from the end of the prior fiscal year) of any awards granted in prior years that were outstanding and unvested as of the end of 2023; (iii) for awards that were granted and vested in 2023, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in 2023, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that were determined to fail to meet the applicable vesting conditions during 2023, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2023 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2023. The amounts deducted or added in calculating the equity award adjustments are as follows:

  53. PAY VERSUS PERFORMANCE

    | Year End Fair Value of Equity Awards Granted During the Year | | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | | Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | | Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Total Equity Award Adjustments | | | | 8,353,483 | | (3,289,119) | — | | (107,455) | — | — | | 4,956,909 |

  54. PAY VERSUS PERFORMANCE

    (6) The dollar amounts reported in column (h) are the averages of the amounts of total compensation reported for the Company’s NEOs as a group, excluding any PEOs serving during each year (the "Non-PEO NEOs"), in the “Total” column of the SCT for each corresponding year. The Non-PEO NEOs included in each year for purposes of calculating the average amounts are Gary Swidler, Jared F. Sine and Philip Eigenmann. (7) The dollar amounts reported in column (i) represent the average CAP of the Non-PEO NEOs as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for 2023 to determine CAP:

  55. PAY VERSUS PERFORMANCE

    | Average Reported SCT Total for Non-PEO NEOs | | Average Reported Value of Equity Awards(a) | | Average Equity Award Adjustments(b) | Average Compensation Actually Paid to Non-PEO NEOs* | | | 7,041,888 | | (5,858,388) | $2,799,855 | $3,983,355 |

  56. PAY VERSUS PERFORMANCE

    * Amounts may not total due to rounding (a) The average reported value of equity awards represents the average grant date fair value of equity awards granted to the Non-PEO NEOs as reported in the “Stock Awards” column of the SCT for 2023. (b) The equity award adjustments include the addition (or subtraction, as applicable) of the following, if applicable: (i) the year-end fair value of any equity awards granted in 2023 that were outstanding and unvested as of the end of 2023; (ii) the amount of change in fair value as of the end of 2023 (from the end of the prior fiscal year) of any awards granted in prior years that were outstanding and unvested as of the end of 2023; (iii) for awards that were granted and vested in 2023, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in 2023, the amount equal to the change in fair value as of the vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that were determined to fail to meet the applicable vesting conditions during 2023, a deduction for the amount equal to the fair value at the end of the prior fiscal year; and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2023 prior to the vesting date that are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2023. The amounts deducted or added in calculating the equity award adjustments are as follows:

  57. PAY VERSUS PERFORMANCE

    | Average Year End Fair Value of Equity Awards Granted During the Year | | Average Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in the Same Year | Average Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Year | Average Value of Dividends or other Earnings Paid on Stock or Option Awards not Otherwise Reflected in Fair Value or Total Compensation | Average Total Equity Award Adjustments* | | | 3,829,638 | $(1,051,954) | — | $22,171 | — | — | $2,799,855 |

  58. PAY VERSUS PERFORMANCE

    * Amounts may not total due to rounding (8) The peer group used for this purpose is the Russell 1000 Technology Index. (9) Adjusted Operating Income is defined as operating income excluding: (1) stock-based compensation expense; (2) depreciation; and (3) acquisition-related items consisting of (i) amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses recognized on changes in the fair value of contingent consideration arrangements, as applicable.

  59. Analysis of Information Presented in the Pay versus Performance Table

    Analysis of Information Presented in the Pay versus Performance Table As described in more detail in Compensation Discussion and Analysis above, the Company’s executive compensation program reflects a performance-based approach. While the Company utilizes several performance measures to align executive compensation with Company performance, not all of those Company measures are presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term performance, and therefore does not specifically align the Company’s performance measures with compensation that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K under the Securities Act) for a particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphs depicting the relationships between information presented in the Pay versus Performance table. For purposes of the charts below, we have combined the CAP of the PEO serving as of the end of each year (Ms. Dubey in 2020 and 2021 and Mr. Kim in 2022 and 2023) with the CAP of any other PEO that served in that role during each such year (Ms. Ginsberg in 2020 and Ms. Dubey in 2022).

  60. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Non-Employee Director Compensation Arrangements. The Compensation and Human Resources Committee of the Board has primary responsibility for establishing non-employee director compensation arrangements. In setting director compensation, the Compensation and Human Resources Committee is guided by the following principles: •compensation should fairly pay directors for work required consistent with a company of Match Group’s size and scope; •compensation should align directors’ interests with the long-term interests of stockholders; and •the structure of the compensation program should be simple, transparent and easy for stockholders to understand. Arrangements in effect during 2023 provided that: (i) each non-employee member of the Board receive an annual retainer fee in the amount of $50,000, (ii) the Chairperson of the Board receive an additional annual retainer fee in the amount of $80,000, (iii) each member of the Audit, Compensation and Human Resources, and the Nominating and Corporate Governance Committees (including their respective Chairpersons) receive an additional annual retainer fee in the amount of $10,000, $5,000 and $5,000, respectively, and (iv) the Chairpersons of each of the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees receive an additional annual Chairperson retainer fee in the amount of $20,000, $20,000 and $15,000, respectively, with all amounts being paid quarterly, in arrears. In addition, these arrangements also provided that each non-employee director receive an award of Match Group RSUs with a dollar value of $250,000 (based on the closing price of Match Group’s common stock on the grant date) upon their initial election or appointment to the Board and annually thereafter on the date of Match Group’s annual meeting of stockholders (unless such non-employee director does not serve as a director of Match Group following such annual meeting of stockholders). The terms of these RSU awards provide for: (i) beginning with awards granted in 2022, vesting in full on the first anniversary of the grant date, (ii) cancellation and forfeiture of unvested RSUs in their entirety upon termination of service to Match Group and its subsidiaries and (iii) full acceleration of vesting upon a change in control of Match Group (“Director RSU Award”). Match Group also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at Board and Board committee meetings. Deferred Compensation Plan for Non-Employee Directors. Under the Director Deferred Compensation Plan, non-employee directors may defer all or a portion of their Board and Board committee retainer fees. Eligible directors who defer all or any portion of these fees can elect to have such deferred fees applied to the purchase of share units, representing the number of shares of Match Group common stock that could have been purchased on the relevant date, or credited to a cash fund. If any dividends are paid on Match Group common stock, dividend equivalents will be credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the weighted average prime lending rate of JPMorgan Chase Bank. After a director leaves the Board, they will receive: (i) with respect to share units, the number of shares of Match Group common stock represented by such share units, and (ii) with respect to the cash fund, a cash payment in an amount equal to deferred amounts, plus accrued interest. These payments are made in one lump sum or up to five installments, as previously elected by the eligible director at the time of the related deferral election, and otherwise in accordance with the plan. 2023 Non-Employee Director Compensation. The table below sets forth information concerning the compensation paid to each of our non-employee directors for services performed during 2023. Ms. Jones and Mr. Rascoff did not serve as non-employee directors during 2023.

  61. DIRECTOR COMPENSATION

    | | Fees Earned | | | | | Name | Fees Paid in Cash | Fees Deferred(1) | Stock Awards(2) | Total | | Stephen Bailey | $60,000 | — | $249,973 | $309,973 | | Melissa Brenner | $55,000 | — | $249,973 | $304,973 | | Sharmistha Dubey | $50,000 | — | $249,973 | $299,973 | | Ann L. McDaniel | $80,000 | — | $249,973 | $329,973 | | Thomas J. McInerney | $140,000 | — | $249,973 | $389,973 | | Wendi Murdoch | $35,000 | $35,000 | $249,973 | $319,973 | | Glenn H. Schiffman | — | $50,000 | $249,973 | $299,973 | | Pamela S. Seymon | $55,000 | — | $249,973 | $304,973 | | Alan G. Spoon | $85,000 | — | $249,973 | $334,973 |

  62. DIRECTOR COMPENSATION

    ______________________ (1) Represents the dollar value of fees deferred in the form of share units by the respective director under the Director Deferred Compensation Plan. (2) Reflects the grant date fair value of Director RSU Awards, computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, excluding the effect of estimated forfeitures. The grant date fair value of the Director RSU Awards is calculated by multiplying the number of RSUs by the closing market price of Match Group common stock on the grant date. As of December 31, 2023, our non-employee directors serving as of such date held the following number of RSUs in the aggregate:

  63. DIRECTOR COMPENSATION

    | Name | Outstanding RSUs (#) | | Stephen Bailey | 6,673 | | Melissa Brenner | 6,673 | | Sharmistha Dubey | 11,597 | | Ann L. McDaniel | 6,673 | | Thomas J. McInerney | 6,673 | | Wendi Murdoch | 6,673 | | Glenn H. Schiffman | 6,673 | | Pamela S. Seymon | 6,673 | | Alan G. Spoon | 6,673 |

  64. DIRECTOR COMPENSATION

    In addition to the RSUs listed above, (i) as a result of the Separation, as of December 31, 2023, Mr. Schiffman held 246,432 Match Group stock options issued in respect of Former IAC stock options previously granted as part of his compensation by IAC and unrelated to his service as a director of Match Group; and (ii) as a result of compensation paid to Ms. Dubey by the Company prior to 2023 in connection with her prior service as an employee of the Company, as of December 31, 2023, Ms. Dubey held (a) 99,166 Match Group PSUs and (b) 58,309 Match Group stock options, 10,792 of which were issued in respect of Former IAC stock options as a result of the Separation. Stock Ownership Guidelines. In January 2022, Match Group adopted stock ownership guidelines pursuant to which each non-employee director is required to own a number of shares of Match Group common stock having an aggregate value equal to at least five times the non-employee director’s annual cash retainer fee (but not including any Board chairperson or Board committee member or chairperson compensation). Non-employee directors are required to meet these ownership requirements within five years of the later of (i) January 1, 2022 (the date the guidelines became effective) or (ii) the individual’s first election or appointment to the Board. For additional information regarding the terms of the stock ownership guidelines, see the discussion under the heading Stock Ownership Guidelines in the Compensation Discussion and Analysis section of this proxy statement.

  65. STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR PRESENTATION AT THE 2025 ANNUAL MEETING

    STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR PRESENTATION AT THE 2025 ANNUAL MEETING Eligible stockholders who intend to have a proposal considered for inclusion in Match Group’s proxy materials for presentation at the 2025 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must submit such proposal to Match Group, Inc., 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, Attention: Corporate Secretary, no later than December 30, 2024. Stockholder proposals submitted for inclusion in Match Group’s proxy materials must be made in accordance with the provisions of Rule 14a-8 under the Exchange Act. Eligible stockholders who intend to present a proposal or nomination at the 2025 Annual Meeting of Stockholders under our bylaws are required to provide notice of such proposal or nomination in writing, and otherwise in compliance with the applicable requirements in our bylaws, to Match Group’s Secretary at its corporate headquarters no earlier than February 21, 2025, and no later than March 23, 2025. In addition to the requirements under our bylaws, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees must provide notice as required by, and in compliance with, certain provisions of Rule 14a-19 under the Exchange Act to Match Group at its corporate headquarters no later than April 22, 2025.