DEF 14A of Match Group, Inc.
Filed Apr 29, 2025 · FY20240000891103-25-000067
PROPOSAL 1—ELECTION OF DIRECTORS
PROPOSAL 1—ELECTION OF DIRECTORS
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 2028 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): • Stephen Bailey; • Melissa Brenner; and • Kelly Campbell. Information concerning the director nominees appears below. Mr. Bailey and Ms. Brenner are incumbent directors of Match Group. Each of the Board’s nominees has agreed to serve if elected. If any nominee becomes unavailable to serve before the Annual Meeting, the Board may designate a substitute nominee and the persons named as proxies may, in their discretion, vote your shares for the substitute nominee. Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting. At this time, the Board knows of no reason why any of the Board’s nominees would not be able to serve as a director if elected. The election of directors will be considered a contested election under Article II Section 9 of Match Group's Bylaws because the number of nominees exceeded the number of directors to be elected as of the 10th day preceding the date Match Group first mailed the Notice. As a result, all director nominees will be elected by a plurality of votes cast at the election of directors, assuming a quorum is present. "Withhold" votes, failure to vote and any broker non-votes will not be counted as votes cast and will result in the applicable nominee(s) receiving fewer votes cast "FOR" such nominee(s). The Board unanimously recommends that you vote “FOR” all three nominees listed on the Notice or the enclosed proxy card or voting instruction form and as the Board recommends on all other proposals recommended by the Board. If you are a registered holder and submit a validly executed proxy card but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in line with the Board’s recommendation with respect to the proposal, i.e., “FOR” the nominees proposed by your Board and named in this proxy statement. If you are a beneficial holder and properly mark, sign and return your voting instruction form by mail or complete your proxy via Internet or by telephone, your shares will be voted as you direct your bank or broker. If you date, sign and return your voting instruction form but do not specify how you want your shares voted with respect to the election of directors, they will be voted “FOR” the nominees proposed by your Board and named in this proxy statement. It is therefore important that you provide specific instructions to your broker or bank regarding the election of directors so that your vote with respect to this item is counted.
Information Concerning Director Nominees and Other Board Members
Information Concerning Director Nominees and Other Board Members Background information about each director nominee recommended by the Board 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. Alan Spoon, an incumbent Board member whose current term expires at the Annual Meeting, has notified the Board of his decision to not stand for re-election. Nominees for election at the Annual Meeting to a term expiring in 2028:
Information Concerning Director Nominees and Other Board Members
| Stephen Bailey Independent Director Age: 45 Director Since: 2020 | Key Experience, Qualifications and Board Contributions •Mr. Bailey provides valuable perspective on leadership, business growth, and strategy and development from his experience as Founder and CEO of ExecOnline and CEO and Chief Product Officer of Frontier Strategy Group (FSG) •He has first-hand experience in growing businesses from early-stage start-ups into companies that serve significant audiences across a range of international markets and functions •Mr. Bailey has extensive executive management experience which gives him insight into business strategy, leadership and marketing Other Key Skill Sets •Deep knowledge of leadership development, executive coaching and succession planning •Expertise in business development, consumer-facing technology and management processes gained as a technology company founder Employment and Other Experience •2019 – Present: Board Trustee, Prospect Schools (a charter school network in New York City) •2011 – Present: Co-Founder and CEO, ExecOnline (a leading provider of B2B leadership development solutions) •2006 – Present: Board Chair, Truman Center for National Policy •2006 – 2011: CEO, Frontier Strategy Group •2004 – 2006: Associate, Wilmer Hale Other Public Company Directorships •2024 – Present: Ibotta, Inc. |
Information Concerning Director Nominees and Other Board Members
| Melissa Brenner Independent Director Age: 50 Director Since: 2020 | Key Experience, Qualifications and Board Contributions •Ms. Brenner has extensive marketing and executive management expertise from her experience in a variety of marketing, advertising and digital media roles with the National Basketball Association ("NBA") •Ms. Brenner brings to the Board valuable experience leading the development, oversight and implementation of a global digital strategy and emerging technology initiatives, including the use of artificial intelligence and virtual reality •Through her sophisticated understanding of social / digital media communities and network building, she makes valuable contributions to Match Group’s strategy and the Board’s oversight of the Company’s portfolio of brands •Ms. Brenner further expands the Board’s skills in digital products and mobile applications, as well as developing and growing a brand’s online presence Other Key Skill Sets •Deep experience in social media and digital products, having led groundbreaking deals for the NBA with leading social media companies such as Facebook, Twitter (X) and Snapchat •Deep understanding of structure, operations and cost management in an international organization Employment and Other Experience •2018 – Present: Executive Vice President, NBA •2014 – 2017: Senior Vice President, Digital Media, NBA •2013 – 2014: Senior Vice President, Marketing, NBA •2007 – 2013: Vice President, Marketing, NBA •1997 – 2007: Various leadership roles in consumer products marketing and advertising, NBA |
Information Concerning Director Nominees and Other Board Members
| Kelly Campbell Independent Director Age: 47 | Key Experience, Qualifications and Board Contributions •Ms. Campbell has nearly 20 years of leadership experience across streaming, digital media, marketing, technology, and direct-to-consumer businesses •As President of Peacock, she was responsible for growing NBCUniversal’s streaming business and leading the platform’s go-forward strategy •Under her leadership, Peacock achieved record growth and was the fastest-growing streaming service in the U.S. for two consecutive years, supported by marquee experiences like Peacock’s Paris Olympics hub and the first exclusive streaming of an NFL playoff game •Ms. Campbell previously served as President of Hulu, where she led its subscription and live TV streaming businesses and oversaw its integration into Disney •She brings a deep understanding of brand, technology, and global marketing from her 12-year tenure at Google, including senior leadership roles in G-Suite marketing, Google Cloud, and AdWords across multiple regions and customer segments Other Key Skill Sets •Ability to build strong, high-performing teams across consumer-facing technology businesses •Development of brands / brand equity in a competitive landscape •Expertise in ad-supported and subscription-based digital platforms, especially in subscriber acquisition •Deep knowledge of data-driven global marketing, brand development, and go-to-market strategy Employment and Other Experience •2021 – 2025: President, Peacock (NBCUniversal) •2020 – 2021: President, Hulu •2017 – 2020: Chief Marketing Officer, Hulu •2015 – 2017: Senior Director, Global Marketing, Google Cloud •2011 – 2015: Director, Global Marketing, Google Cloud •2010 – 2011: Director, Global Customer Marketing, Google •2008 – 2010: Head of North America Marketing, Google •2008: Head of Online Sales & Operations, AdWords Japan, Google •2005 – 2008: Senior Manager, Online Sales & Operations, AdWords North America, Google •2004: Global Marketing Intern, Procter & Gamble (Gillette) •2000 – 2002: Investment Banking Analyst, J.P. Morgan Other Public Company Directorships •2021 – Present: Urban Outfitters, Inc. |
Information Concerning Director Nominees and Other Board Members
Directors whose terms expire in 2026:
Information Concerning Director Nominees and Other Board Members
| Sharmistha Dubey Director Age: 54 Director Since: 2019 | Key Experience, Qualifications and Board Contributions •Ms. Dubey brings deep experience in executive management, product development, marketing and branding, engineering and revenue functions at global, consumer-facing Internet companies •Ms. Dubey has expertise in providing oversight of a portfolio of brands at different stages of growth and development •She provides the Board valuable, first-hand and specific insight into Match Group’s operations given her extensive knowledge of the Company and its brands throughout their evolution •Ms. Dubey has successfully delivered product launches and the shift to subscription models, and driven monetization, providing key perspective to the Board as it continues to provide oversight of the Company’s revenue growth efforts Other Key Skill Sets •Extensive operational, strategic planning and product innovation knowledge •Deep understanding of the strategic and leadership needs of technology companies at different stages of their growth •Diverse risk management expertise from managing unique risks of several different Match Group brands •Understanding of merger and acquisition execution from her time involved in a variety of acquisitions as a Match Group executive, including overseeing the acquisition of Hinge Employment and Other Experience •2022 – Present: Operating Partner, Advent International (a global private equity investing firm) •2020 – 2022: Chief Executive Officer, Match Group •2018 – 2020: President, Match Group •2017: Chief Operating Officer, Tinder •2016 – 2017: North America President, Match Group •2014 – 2016: Chief Product Officer, Princeton Review and Tutor.com •2013 – 2014: EVP, Tutor.com •2013: Chief Product Officer, Match.com •2008 – 2012: SVP Product, Match.com, Chemistry.com •2006 – 2008: Senior Director, Product, Match.com •2001 – 2006: Director, Product Marketing and Management, i2 Technologies •1998 – 2001: Product Manager, i2 Technologies Other Public Company Directorships •2022 – Present: Naspers Limited •2022 – Present: Prosus Group •2020 – Present: FORTIVE Corporation (Chair, 2025 – Present) |
Information Concerning Director Nominees and Other Board Members
| Laura Rachel Jones Independent Director Age: 43 Director Since: 2024 | Key Experience, Qualifications and Board Contributions •Given her experience leading marketing and branding efforts at Visa, Google, Uber and most recently as Chief Marketing Officer of Instacart, Ms. Jones offers valuable insight to the Board and leadership team on the consumer Internet industry •She has deep expertise in shaping and refreshing brands, fueling a company's growth, and developing a world-class marketing organization, all of which are invaluable to the Board as it continues to oversee the Company’s strategic progression •Ms. Jones has successfully created best-in-class marketing organizations that have shaped brands and fueled growth at a variety of consumer-facing companies •Her work has been recognized by and featured in top industry and consumer publications Other Key Skill Sets •Building and developing global marketing teams from the ground up •Significant expertise in marketing and the consumer Internet industry and success in driving brand refreshes •Strong leadership of marketing functions encompassing brand, partner, and product marketing across broad product portfolios Employment and Other Experience •2023 – Present: Board Member, UNICEF USA •2022 – Present: Chief Marketing Officer, Instacart •2021 – 2022: Head of Marketing, and VP, Brand & Marketing, Instacart •Feb 2021 – May 2021: Global Head of Marketing, Rides & Masterbrand, Senior Director, Uber •2018 – 2021: Global Head of Product Marketing, Director, Uber •2016 – 2018: Group Product Marketing Manager, Uber •2015 – 2016: Senior Product Marketing Manager, Uber •2011 – 2015: Brand & Marketing Communications, Commerce, Google •2010 – 2011: Business Leader, Innovations and eCommerce Marketing, Visa |
Information Concerning Director Nominees and Other Board Members
| Ann L. McDaniel Independent Director Age: 69 Director Since: 2015 | Key Experience, Qualifications and Board Contributions •Ms. McDaniel has deep expertise and insight into human resources, business strategy, leadership and marketing and in the management of a portfolio of brands at an interactive media company, helping the Board provide oversight of the Company’s strategy, structure and talent management •Ms. McDaniel’s insight into executive management and compensation matters from her time at Graham Holdings Company adds to the Board’s ability to provide a well-rounded, considered approach to personnel and compensation, ensuring incentive structures are aligned with long-term strategic priorities and stockholder value creation Other Key Skill Sets •Insightful perspective on the shifting marketing and branding landscape in consumer-facing media Employment and Other Experience •2020 – Present: Member of the Board of Advisors, ExecOnline •2017 – 2022: CEO, Foreign Policy Magazine •2015 – Present: Consultant, Graham Holdings Company •2010 – 2012: Managing Director, Newsweek •2008 – 2015: Senior Vice President, Graham Holdings Company •2001 – 2008: Vice President, Human Resources, The Washington Post Company •2001 – 2008: Vice President, The Washington Post Company •1984 – 2000: Correspondent, Chief of Correspondents, Assistant Managing Editor, Managing Editor, Newsweek | | Thomas J. McInerney Chairman and Independent Director Age: 60 Director Since: 2015 (Chairman since 2021) | Key Experience, Qualifications and Board Contributions •Mr. McInerney brings to the board 25+ years of executive management and branding experience across a career spanning industries, including media, retail, entertainment and financial services •Mr. McInerney offers valuable insight into strategy and operations, including as it relates to growing and managing a portfolio of brands from his time as CEO of the retailing division of the company formerly known as IAC/InterActiveCorp ("Former IAC") •Mr. McInerney has significant senior leadership experience from his time at Former IAC as well as extensive related knowledge and experience regarding Match Group •Through his deep public company board and committee experience, Mr. McInerney has developed a highly sophisticated perspective on business management and organizational structure Other Key Skill Sets •High level of financial literacy and expertise regarding restructurings, mergers and acquisitions and operations •Ability to manage diverse, multifaceted global teams across the multimedia landscape from decades of experience at the nexus of entertainment, media and consumer engagement •Sophisticated awareness of online retail and consumer behavior and trends, as well as extensive marketing and branding experience Employment and Other Experience •2017 – 2021: Chief Executive Officer, Altaba Inc. (a publicly traded registered investment company and successor to Yahoo! Inc.) •2005 – 2012: Executive Vice President and Chief Financial Officer, IAC/InterActiveCorp •2003 – 2005: Chief Executive Officer, retailing division of IAC/InterActiveCorp (including HSN, Inc. and Cornerstone Brands) •1999 – 2003: Executive Vice President and Chief Financial Officer, Ticketmaster •1986 – 1988; 1990 – 1999: Morgan Stanley, most recently as Principal Other Public Company Directorships •2017 – Present: Altaba (Chair, 2022 – Present) |
Information Concerning Director Nominees and Other Board Members
Directors whose terms expire in 2027:
Information Concerning Director Nominees and Other Board Members
| Darrell Cavens Independent Director Age: 52 (appointed in connection with and effective as of, the Annual Meeting) | Key Experience, Qualifications and Board Contributions •Mr. Cavens has over 20 years of executive leadership and digital/e-commerce expertise •As co-founder and CEO of Zulily, Mr. Cavens has first-hand experience in building a consumer-focused brand and company, as well as completing liquidity events •Across his career, Mr. Cavens developed expertise leading and driving creative technology and retail concepts •During his time at Qurate, he led efforts to drive growth through internal innovation, strategic partnerships, joint ventures and acquisitions •Mr. Cavens has deep knowledge of technology infrastructure and digital commerce, gained from his leadership roles at Microsoft and Blue Nile, where he played a key role in growing the company into the largest online diamond retailer •From his time on a number of different company boards, Mr. Cavens brings strategic oversight and governance experience across consumer retail, technology, and e-commerce businesses Other Key Skill Sets •Expertise in online retailing, technology and data analytics •Software development experience, including the development of large-scale digital properties such as ESPN.com and NBA.com Employment and Other Experience •2021 – Present: Board Member, Vouched (privately held) •2019 – Present: Advisory Board Member, Brooks Running (privately held) •2019 – Present: Board Member, Rad Power Bikes (privately held) •2017 – 2018: President, Qurate Retail Group •2017 – 2021: Board Member, OfferUp (privately held) •2017 – 2021: Board Member, Deliveroo (privately held) •2016 – 2017: Board Member, Plated (privately held) •2012 – 2014: Board Member, Trupanion (privately held) •2009 – 2018: Chief Executive Officer, Zulily •2008 – 2009: Director, SQLServer/Biztalk Server, Microsoft •1999 – 2008: Chief Technology Officer and Senior Vice President, Blue Nile •1996 – 1999: Advanced Technology Team, Starwave •1995: Consultant, Ingenia Communications Other Public Company Directorships •2018 – Present: Tapestry, Inc. Previous Public Company Directorships •2021 – 2022: Big Sky Growth Partners, Inc. |
Information Concerning Director Nominees and Other Board Members
| Spencer Rascoff Director and Chief Executive Officer Age: 49 Director Since: 2024 | Key Experience, Qualifications and Board Contributions •Mr. Rascoff’s proven track record scaling consumer Internet businesses, most notably as co-founder and former CEO of Zillow, is directly relevant to helping Match Group continue to innovate and connect to millions of consumers around the world •His brand-building experience in the online consumer products space adds to the Board’s collective experience and insight on how to effectively build brands and foster collaboration across teams •Mr. Rascoff has significant insights into the strategy, innovation and continuous brand evolution required to develop, lead and grow a consumer Internet business that embraces technological advancements and adapts to changing consumer sentiment •As CEO of Match Group, Mr. Rascoff provides the board with direct operating experience and insight into Match Group’s current business opportunities and challenges Other Key Skill Sets •Unique vantage point on disruptive technology and AI, and how they can be leveraged to support / grow a business •Significant experience as a technology entrepreneur •Insight into changing consumer trends and behaviors •Understanding of strategic dealmaking and investing in growth businesses Employment and Other Experience •2025 – Present: Chief Executive Officer, Match Group •2021 – Present: Founder and CEO, 75 & Sunny (startup studio and family office) •2020 – Present: Co-Founder, Chairman of the Board, Pacaso (vacation home marketplace) •2019 – Present: Visiting Professor, Harvard University •2019 – 2024: Co-Founder, Executive Chairman, dot.LA (media and events company) •2005 – 2019: Co-Founder and CEO, Zillow Group •2003 – 2005: VP, Lodging, Expedia •1999 – 2003: Co-founder, VP Corporate Development, Hotwire.com •1999 – 2000: Investment Professional, Texas Pacific Group •1997 – 1999: Investment Banker, Goldman Sachs Previous Public Company Directorships •2021 – 2023: Supernova Partners Acquisition Company III, Ltd. •2020 – 2022: Palantir Technologies, Inc. •2020 – 2022: Supernova Partners Acquisition Company II, Ltd. •2020 – 2021: Supernova Partners Acquisition Company, Inc. •2013 – 2020: TripAdvisor, Inc. •2011 – 2020: Zillow Group, Inc. |
Information Concerning Director Nominees and Other Board Members
| Glenn H. Schiffman Independent Director Age: 55 Director Since: 2016 | Key Experience, Qualifications and Board Contributions •Mr. Schiffman has deep financial knowledge and expertise, bringing to the Board decades of experience in dealmaking, corporate finance, banking, financial planning and analysis, investor relations, accounting, information and physical security, real estate, human resources, legal and corporate administration •From his current role as Chief Financial Officer of Fanatics, Inc., Mr. Schiffman has valuable insight into a broad set of financial and corporate functions across an entire global enterprise, allowing him to further inform the Board on what it takes to drive expansion and strongly position dozens of leading online brands and services for growth •Mr. Schiffman understands how to drive a business’ strategy and growth objectives from his executive management and public board experience working with dozens of online brands and services •During his tenure at IAC, Mr. Schiffman was integral in the company’s operations and cost management initiatives Other Key Skill Sets •Advanced understanding of consumer Internet / technology companies to drive long-term results and adapt to changing ways to interact with and reach consumers •Critical understanding of international relations and international business from work as a member of the National Committee on U.S. – China Relations •Execution of successful, large, global transactions •Endowing organizations and funding initiatives with permanent capital to make lasting change Employment and Other Experience •2021 – Present: Executive Vice President and Chief Financial Officer, Fanatics, Inc. •2023: Donor, Endowment at Duke University to fund scholarships for athletes from underrepresented communities •2021: Donor, Endowment at Washington & Lee for Women’s Athletics •2016 – 2021: Executive Vice President and Chief Financial Officer, IAC Inc. •2013 – 2016: Senior Managing Director, Guggenheim Partners •2013, 2019: Donor, Endowment at Duke Medical Center for pediatric cancer •2011 – 2013: Partner, The Raine Group •2010 – 2011: Senior Managing Director, Head of Investment Banking, Americas, Nomura •2008 – 2010: Senior Managing Director, Head of Investment Banking, APAC CEO, Nomura •2007 – 2008: Managing Director, Head of Investment Banking APAC, Lehman Brothers •2005: Founder and Chairman, Valerie Fund Endowment •2004 – 2007: Managing Director, Global Head of Media Group, Lehman Brothers Other Public Company Directorships •2021 – Present: Vimeo, Inc. (Chair, 2023 – Present) •2017 – Present: Angi Inc. |
Information Concerning Director Nominees and Other Board Members
| Pamela S. Seymon Independent Director Age: 69 Director Since: 2015 | Key Experience, Qualifications and Board Contributions •During her tenure at Wachtell, Lipton, Rosen & Katz ("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 brings to the Board extensive legal and public affairs experience acquired through her time working on a variety of special situations at WLRK •As a career specialist in corporate law, M&A, securities and corporate governance, she adds to the Board’s transaction experience with a high level of expertise generally regarding mergers, acquisitions, investments and other strategic transactions Other Key Skill Sets •Deep understanding of risk management, particularly in complex, sophisticated and high-profile matters •Extensive experience representing public and private corporations Employment and Other Experience •1989 – 2011: Partner, Wachtell, Lipton, Rosen & Katz •1982 – 1989: Associate, Wachtell, Lipton, Rosen & Katz |
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, Spencer Rascoff, see the discussion under Proposal 1—Election of Directors—Information Concerning Director Nominees and Other Board Members. Steven Bailey, age 43, has served as Match Group's Chief Financial Officer since March 2025. Prior to that, he held positions of increasing responsibility with the Company since 2012, including Senior Vice President, Financial Planning & Business Operations from February 2022 to February 2025; Chief Financial Officer, Match Group Americas, from February 2021 to January 2022; Senior Vice President, Finance & Business Operations, Match Group Americas, from February 2018 to January 2021; and VP, Finance, Match Group Americas, from February 2016 to January 2018. Prior to joining the Company, Mr. Bailey served as Manager, Financial Planning & Analysis, for Dow Jones from 2011 to 2012. Mr. Bailey began his career serving in various finance and operations roles for Heritage Building Group from 2004 to 2011. He received an MBA in Finance from Lehigh University and a BA in Finance from Bloomsburg University. Sean Edgett, age 47, has served as Match Group’s Chief Legal Officer and Secretary since September 2024. Prior to joining Match Group, Mr. Edgett served as Chief Legal Officer & Secretary for UPSIDE Foods, a food technology company, since April 2023. Prior to that, he was Senior Vice President & General Counsel of Twitter from February 2018 until October 2022. Mr. Edgett joined Twitter in August 2012, holding various executive legal roles until February 2018. He served as Director of Legal at NetApp from October 2010 until August 2012 and began his career as a litigation attorney for Akin Gump Strauss Hauer & Feld LLP from 2003 to 2005 before practicing as a corporate attorney at Latham & Watkins LLP from 2005 to 2010. Mr. Edgett received a BA in Cognitive Science and a BA in Psychology from University of California San Diego, and a JD from Pepperdine University School of Law. Hesam Hosseini, age 40, has served as Match Group's Chief Operating Officer since April 2025 and as Match Group's Chief Executive Officer, Evergreen & Emerging Brands, since February 2023. Prior to that, he held various positions with the Company since February 2013, including Chief Executive Officer, Match and Match Affinity, from December 2017 to February 2023; Chief Executive Officer, PlentyOfFish, from January 2016 to December 2017; and General Manager, New Initiatives, from February 2013 to January 2016. Mr. Hosseini began his career serving as a Business Analyst for McKinsey & Company. He received a BBA from The University of Western Ontario.
Philosophy and Objectives
| Pays for performance: | We take a rigorous performance-based approach to executive compensation. A significant portion of NEO pay is not guaranteed but rather is at risk and/or based on attaining various Company and individual performance objectives. To further emphasize performance-based pay opportunities, in 2024 we implemented a formulaic assessment of Company revenue and profitability performance to determine the majority of bonus payouts for each of our NEOs other than Ms. Teckman (whose executive service was in an interim role), as discussed further in "Compensation Elements – Annual Bonuses" below. | | Instills an ownership culture: | Our ownership culture rewards performance and links the interests of each of our NEOs with those of our stockholders by focusing on long-term value creation. 2024 long-term incentives were generally granted in the form of RSUs and performance-based RSUs (“PSUs”), as discussed further in "Compensation Elements – Long-Term Incentives" below. The PSUs vest at the conclusion of a three-year period and are only earned if the relevant performance targets, which are based on total stockholder return (“TSR”), are met. This design drives long-term value creation and ensures that NEOs’ long-term incentives are entirely at risk, with amounts earned tied to our stock price performance, creating 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: | We consider feedback from our stockholders relevant to our compensation practices. |
Compensation-Setting Process
Compensation-Setting Process When establishing initial compensation packages upon an executive's hire or promotion, 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 considered. 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, our Board and our Chief Executive Officer (for other NEOs); •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. 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 regarding their compensation as an executive officer have been made by the Committee, based in part on recommendations from our Chief Executive Officer (except with respect to his own compensation), 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 2023 and early 2024, Mr. Kim met with the Committee several times to review projections for aggregate 2024 compensation, including salary levels, target bonus levels and total equity award values, as well as to discuss his views of corporate and individual executive officer performance for 2023 for Messrs. Swidler and Eigenmann. In late 2024 and early 2025, Mr. Kim again met with the Committee several times to review his recommendations for annual bonuses for Ms. Teckman and Messrs. Edgett, Swidler and Eigenmann based on 2024 performance. Mr. Kim did 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 2023 and 2024 for Mr. Kim. The Committee also met with Mr. Kim at various times throughout 2024 to discuss his perspectives and recommendations on the various compensation decisions to be made in connection with leadership changes that occurred during the year. 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 usage analysis 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 Marketplace Rules, and has concluded that no conflict of interest has arisen with respect to the work that Compensia performs for the Committee. Use of Comparative Market Data 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 2024, in collaboration with Compensia:
Compensation-Setting Process
| 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 25, 2023). •Select companies outside this guideline may be retained if they are particularly relevant. | | Market Capitalization | •Approximately 0.33x to 3.0x Match Group’s then current 30-day average market capitalization of ~$12.6B (~$4.2B to ~$37.8B as of August 25, 2023). •Given market volatility, some peers may be slightly outside this range. | | Qualitative Factors | •In addition, the Committee considers other characteristics such as growth rate, profitability, a company’s proximity to its IPO, whether a company has a relevant business model or is a competitor, peers identified by proxy advisory firms, and whether a company has named Match Group as a peer. |
Compensation-Setting Process
Using the same criteria, in September 2024 the Committee approved the removal of DoorDash, Inc., Electronic Arts Inc. and Spotify Technology S.A. from the peer group as each company exceeded the maximum revenue and market capitalization criteria, and the addition of DraftKings Inc. (DKNG), Maplebear Inc., doing business as Instacart (CART), Light & Wonder, Inc. (LNW) and Lyft, Inc. (LYFT) to the peer group. The peer group as updated in September 2024 was used for assessing our executive compensation program for 2025 and for the determination of annual bonuses with respect to 2024 performance.
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 Messrs. Kim, Swidler or Eigenmann were adjusted during 2024. Upon her promotion to Interim Chief Legal Officer, the Committee approved an increase in Ms. Teckman’s salary from $350,000 to $440,000. Upon the commencement of his employment with the Company as Chief Legal Officer and Secretary on September 23, 2024, Mr. Edgett entered into an employment agreement with the Company, pursuant to which he would receive an annual base salary of $500,000, prorated for any partial year of employment. For additional information regarding Mr. Edgett’s employment agreement, see “Leadership Transition Compensation Matters” below. NEO salaries for 2024 are reported in the 2024 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. Bonuses are generally paid shortly after year-end following finalization of the financial results for the year in question. 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. Target Annual Bonus Opportunities. The Committee reviews the target annual bonus opportunities (which are expressed as a percentage of annual base salary) of our executive officers each year as part of its annual executive compensation review. None of the target annual bonus opportunities for Ms. Teckman or Messrs. Kim, Swidler or Eigenmann were adjusted during 2024. Pursuant to his employment agreement, the Committee approved a target annual bonus opportunity for Mr. Edgett of 100%, prorated based on his start date, as part of his appointment as Chief Legal Officer and Secretary. The 2024 target annual bonus opportunity for each of our NEOs is reflected below under “— Payout.” Performance Objectives. As noted above, in 2024, in response to stockholder feedback and to further demonstrate the Committee’s commitment to paying for performance, as well as to drive additional accountability within the Company’s management team, the Committee introduced revenue and AOI margin financial metrics to the annual bonus program. These pre-established financial metrics determine 70% of the bonus payout, with each metric accounting for 35%. The remaining 30% was determined by an individual component that evaluates each NEO's relevant contributions and performance for the year. The Committee chose to continue to maintain an individual performance component as we believe approaches that are entirely formulaic 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. This structure applied to all NEOs in 2024 except Ms. Teckman, whose executive service in 2024 was limited to an interim role and instead received a bonus payout determined by a non-formulaic facts and circumstances assessment, which is further described below. The Committee chose revenue and AOI margin because they are among the key metrics that the Company regularly reports to its investors and together, they reflect a balance between generating revenue growth while appropriately managing the Company’s expenses. Further, both measures are among the primary metrics by which the Company evaluates the performance of its business and on which the Company’s internal budget is based. AOI Margin is a non-GAAP financial measure that represents AOI divided by revenue. AOI 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. Each metric is measured independently against pre-established targets set near the beginning of the performance year. For the revenue and AOI margin components, payout as a percentage of the target payout ranged from 25% (threshold) to 200% (maximum), with linear interpolation between threshold and target and between target and maximum performance achievement levels. If performance was below the threshold level for any metric, the payout for that portion would be 0% of the target payout, but other portions would not be affected. For the individual performance component, payout ranged from 0% (threshold) to 125% (maximum). The following table details the threshold, target and maximum goals, as well as the actual performance results and corresponding payout, for each of the financial objectives under the 2024 annual bonus program.
Compensation Elements
| Metric | Threshold (25% Payout) | Target (100% Payout) | Maximum (200% Payout) | Actual Results | Payout % | | Revenue (35% weighting) | $3,533M | $3,615M | $3,800M | $3,479M | 0% | | AOI Margin (35% weighting) | 36.0% | 36.5% | 38.0% | 36.0% | 25% |
Compensation Elements
| NEO | Target Bonus % | Target Bonus ($) | Weighted Revenue Performance Payout | Weighted AOI Margin Performance Payout | Weighted Individual Performance Payout(1) | Total Payout % | Total Bonus Payout | | Bernard Kim | 200% | $2,000,000 | $0 | $175,000 | $240,000 | 21% | $415,000 | | Gary Swidler | 200% | $1,350,000 | $0 | $118,125 | $405,000 | 39% | $523,125 | | Sean Edgett* | 100% | $136,610 | $0 | $11,953 | $51,229 | 46% | $63,182 | | Philip Eigenmann | 60% | $240,000 | $0 | $21,000 | $90,000 | 46% | $111,000 | | Jeanette Teckman** | 60% | $216,181 | N/A | N/A | $194,563 | 90% | $194,563 |
Compensation Elements
(1) The individual component payout percentages for the NEOs were: (i) 40% for Mr. Kim, (ii) 100% for Mr. Swidler, (iii) 125% for each of Messrs. Edgett and Eigenmann and (iv) 90% for Ms. Teckman. * Mr. Edgett’s 2024 annual bonus payment was prorated based on his start date. ** Ms. Teckman’s 2024 annual bonus payment was prorated based on her length of employment during 2024 as well as her salary for the portion of 2024 prior to her promotion to Interim Chief Legal Officer. 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. When granting Match Group equity awards, the Committee considers factors such as historical practices, recent corporate performance, 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 response to Item 402(x)(1) of Regulation S-K of the Securities Act of 1933, as amended (the "Securities Act"), the Company does not currently grant awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material information by the Company. In the event the Company determines to grant such awards, it may determine to establish a policy regarding how the Committee determines when to grant such awards and how the Committee will take material information into account when determining the timing and terms of such awards. During 2024, the Company did not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. In March 2024, 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. As reflected in the table, in determining the appropriate balance between time-based awards and performance-based awards for our CEO and CFO, the Committee determined that the majority of each such individual’s awards should be comprised of performance-based awards, further reflecting the Committee’s commitment to paying for performance. Further, the Committee decided to decrease the target amount of annual long-term incentive awards granted to our President and CFO in 2024 by 45%. 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.
Compensation Elements
| NEO | RSUs | PSUs (at target) | | Bernard Kim | $5,200,000 | $7,800,000 | | Gary Swidler | $2,400,000 | $3,600,000 | | Philip Eigenmann | $550,000 | $— | | Jeanette Teckman | $350,000 | $— |
Compensation Elements
The RSU awards granted to Messrs. Kim and Swidler were scheduled to 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 awards granted to Ms. Teckman and Mr. Eigenmann were scheduled to vest 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 their continued service through each vesting date. At the time these annual awards were granted, Ms. Teckman did not yet serve in an executive role. The PSU awards granted to Messrs. Kim and Swidler were scheduled to vest in full following the third anniversary of the grant date, subject to their continued service through the vesting date and the achievement of the performance conditions described below. Upon his hiring in September 2024, Mr. Edgett received sign-on RSU and PSU awards in connection with his employment with the Company with target dollar values at grant of $2,500,000 each. The RSU award vests in three equal installments on the first three anniversaries of the grant date, subject to his continued service through each vesting date. The PSU award vests in full following the third anniversary of the grant date, subject to his continued service through the vesting date and the achievement of the performance conditions described below. The number of RSUs and PSUs granted was determined by dividing the target dollar values by the 30-day volume-weighted average stock price ending on the date of grant, which was October 1, 2024, the first calendar day of the month following Mr. Edgett’s start date. All equity awards granted to our employees on or after February 1, 2024, have dividend equivalent rights. The dividend equivalents will only pay out if and to the extent that the time-based vesting and performance-based vesting conditions have been met for the underlying awards. 2024 PSU Awards. In February 2024, the Committee reviewed and approved the PSU award design for 2024 awards. For 2024, to more accurately reflect the Company’s market capitalization relative to other Nasdaq-traded companies, rTSR would be measured against Nasdaq composite index companies, rather than Nasdaq-100 index composite companies against which rTSR was measured in previous years' awards. In determining to change the 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 2024 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 rTSR percentile rank among the Nasdaq composite index 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 an “rTSR multiplier” to the number of target PSUs as follows:
Compensation Elements
| rTSR Percentile Ranking Among Nasdaq Composite Companies | rTSR Multiplier(1) | | Below 30th (Below Threshold) | 0% | | 30th (Threshold) | 30% | | 55th (Target) | 100% | | 85th and above (Maximum) | 150% |
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 on the third anniversary of the grant date in February 2024, the table below reflects the stock growth of each 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%.
Compensation Elements
| Match Group Stock Growth | Median Nasdaq-100 Company Stock Growth | Relative Stock Growth | Payout % | | -75.38% | 28.45% | -103.83% | 0% |
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, the Committee has 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.
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 each of the applicable equity plans such awards were granted under, 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 in effect on December 31, 2024, provided for certain enhanced payments and benefits in connection with a change in control of Match Group upon the occurrence of certain events 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.”
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. The Company generally does not provide for the acceleration of the vesting of equity awards in the event an NEO voluntarily resigns from the Company.
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, 2024, as well as Match Group awards granted to our named executive officers in 2024, Match Group equity awards held by our named executive officers on December 31, 2024, and the dollar value realized by our named executive officers upon the vesting and exercise of Match Group equity awards during 2024.
2024 Summary Compensation Table
2024 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, 2024.
2024 Summary Compensation Table
| Name and Principal Position(1) | Year | Salary ($) | | Bonus ($)(2) | | Stock Awards ($)(3) | | Non-Equity Incentive Plan Compensation ($)(4) | | All Other Compensation ($)(5) | | Total | | | Bernard Kim | 2024 | | 1,000,000 | — | | | 14,321,295 | | 415,000 | | 10,000 | | 15,746,295 | | Former Chief Executive Officer | 2023 | | 1,000,000 | | 1,860,000 | | 13,210,272 | — | | | 10,000 | | 16,080,272 | | | 2022 | | 553,846 | | 2,000,000 | | 21,307,365 | — | | | 60,000 | | 23,921,211 | | Gary Swidler | 2024 | | 675,000 | — | | | 6,609,799 | | 523,125 | | 10,000 | | 7,817,924 | | Former President and CFO | 2023 | | 675,000 | | 1,255,500 | | 11,053,195 | — | | | 10,000 | | 12,993,695 | | | 2022 | | 675,000 | | 2,000,000 | | 20,992,633 | — | | | 10,000 | | 23,677,633 | | Sean Edgett | 2024 | | 115,385 | — | | | 5,866,844 | | 63,182 | | 4,808 | | 6,050,219 | | Chief Legal Officer | | | | | | | | | | | | | | | Philip Eigenmann | 2024 | | 400,000 | — | | | 530,750 | | 111,000 | | 10,000 | | 1,051,750 | | Chief Accounting Officer | 2023 | | 400,000 | | 225,000 | | 492,989 | — | | | 10,000 | | 1,127,989 | | | 2022 | | 400,000 | | 205,000 | | 677,868 | — | | | 10,000 | | 1,292,868 | | Jeanette Teckman | 2024 | | 376,923 | | 194,563 | | 337,769 | — | | | 847,215 | | 1,756,470 | | Former Interim Chief Legal Officer | | | | | | | | | | | | | |
2024 Summary Compensation Table
______________________ (1) See the discussion under Compensation Discussion and Analysis—Leadership Transitions for information regarding executive officer changes. (2) The bonus payment in 2024 for Ms. Teckman represents her payout for the 2024 performance year under the Company's annual bonus program. As described above under Compensation Discussion and Analysis—Annual Bonuses, Ms. Teckman's bonus payout was determined based on a non-formulaic facts and circumstances assessment as her executive service in 2024 was limited to an interim role. Bonus payments in 2023 and 2022 for Messrs. Kim, Swidler and Eigenmann represent payouts under the Company's former annual bonus program structure for each respective year. (3) 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 2024 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. The Monte Carlo simulation with respect to the PSU awards granted to Messrs. Kim and Swidler used the following assumptions: expected volatility (49.64%), risk-free interest rate (4.21%) and expected term (3.00 years). The Monte Carlo simulation with respect to the PSU award granted to Mr. Edgett used the following assumptions: expected volatility (48.72%), risk-free interest rate (3.45%) and expected term (3.00 years). See the discussion under Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentives—2024 PSU Awards above for additional information regarding the performance conditions associated with the PSUs granted in 2024. Ms. Teckman and Mr. Eigenmann did not receive PSU awards in 2024. The table below provides the grant date fair value of PSU awards granted to our named executive officers in 2024 assuming that the highest level of performance conditions will be achieved.
2024 Summary Compensation Table
| Name | Grant Date | Maximum Grant Date Fair Value of PSUs Granted in 2024 | | | Bernard Kim | 3/1/24 | | 11,291,217 | | Gary Swidler | 3/1/24 | | 5,211,331 | | Sean Edgett | 10/1/24 | | 3,851,591 |
2024 Summary Compensation Table
(4) Consists of annual bonus program cash incentives as described above under Compensation Discussion and Analysis—Annual Bonuses. Mr. Edgett's non-equity incentive plan award was prorated based on his hire date. (5) Other compensation in 2024 includes 401(k) matching contributions made by the Company for all named executive officers and, with respect to Ms. Teckman, $837,215, which represents the value of the payments made to Ms. Teckman pursuant to her separation agreement described above under Compensation Discussion and Analysis—Leadership Transition Compensation Matters—Chief Legal Officer Transition Compensation Arrangements, including a lump sum payment of $805,000 and $32,215 in aggregate monthly payments necessary to cover the full premiums for continued coverage under the Company’s group health plan through COBRA for 12 months following the date of termination. Ms. Teckman did not receive any of the outplacement services provided for in her separation agreement.
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The table below provides information regarding annual bonus program cash incentives and Match Group RSU and PSU awards granted to our named executive officers in 2024. The grant date fair value of the RSU awards is calculated by multiplying the number of RSUs by the closing market price of Match Group common stock on the grant date. The grant date fair value of the PSU awards is calculated using a Monte Carlo simulation to reflect the probable outcome of the performance conditions associated with such PSU awards as of the grant date, incorporating the assumptions described above under Executive Compensation—2024 Summary Compensation Table.
Grants of Plan-Based Awards in 2024
| Name | Grant Date | Approval Date | Estimated Possible Payouts Under Non-Equity Incentive Plan Awards(1) | | | | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | | | | | | Threshold ($) | | Target ($) | | Maximum ($) | | Threshold (#) | Target (#) | Maximum (#) | | | | | Bernard Kim | 3/1/24(2) | 2/21/24 | — | | — | | — | | — | — | — | 139,747 | | 5,018,315 | | | 3/1/24(3) | 2/21/24 | — | | — | | — | | 62,886 | 209,621 | 314,431 | — | | 9,302,980 | | | — | — | | 350,000 | | 2,000,000 | | 3,550,000 | — | — | — | — | — | | | Gary Swidler | 3/1/24(2) | 2/21/24 | — | | — | | — | | — | — | — | 64,498 | | 2,316,123 | | | 3/1/24(3) | 2/21/24 | — | | — | | — | | 29,024 | 96,748 | 145,122 | — | | 4,293,676 | | | — | — | | 236,250 | | 1,350,000 | | 2,396,250 | — | — | — | — | — | | | Sean Edgett | 10/1/24(2) | 8/21/24 | — | | — | | — | | — | — | — | 68,418 | | 2,567,728 | | | 10/1/24(3) | 8/21/24 | — | | — | | — | | 20,525 | 68,418 | 102,627 | — | | 3,299,116 | | | — | — | | 23,907 | | 136,610 | | 242,483 | — | — | — | — | — | | | Philip Eigenmann | 3/1/24(4) | 2/21/24 | — | | — | | — | | — | — | — | 14,780 | | 530,750 | | | — | — | | 42,000 | | 240,000 | | 426,000 | — | — | — | — | — | | | Jeanette Teckman | 3/1/24(4) | 2/21/24 | — | | — | | — | | — | — | — | 9,406 | | 337,769 |
Grants of Plan-Based Awards in 2024
______________________ (1) The amounts represent the threshold, target and maximum payouts under the 2024 annual cash bonus program as described above under Compensation Discussion and Analysis—Annual Bonuses. For Mr. Edgett, this reflects threshold, target and maximum payouts prorated based on his start date. The actual payouts based on achievement of 2024 performance are reflected in the “Non-Equity Incentive Plan Compensation” column of the Summary Compensation Table above. Ms. Teckman's 2024 annual cash bonus was determined based on a non-formulaic facts and circumstances assessment as her executive service in 2024 was limited to an interim role. Accordingly, there were no potential threshold, target or maximum payouts with respect to Ms. Teckman's 2024 annual cash bonus. (2) 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. (3) 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—2024 PSU Awards above for additional information regarding the performance conditions associated with these PSUs. (4) 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.
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 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, 2024. The market value of Match Group RSU and PSU awards is based on the closing market price of Match Group common stock ($32.71) on December 31, 2024, the last business day of 2024. Ms. Teckman did not hold any Match Group equity awards on December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Option Exercise Price ($) | | 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 | — | — | | — | 30,966(1) | $1,012,898 | 35,832(2) | $1,172,065 | | | 3/1/23 | — | — | | — | 82,406(3) | $2,695,500 | 43,263(4) | $1,415,133 | | | 3/1/24 | — | — | | — | 139,747(5) | $4,571,124 | 209,621(6) | $6,856,703 | | 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(7) | | 20.9839 | 12/1/26 | — | — | — | — | | | 2/19/21 | — | — | | — | — | — | 29,750(8) | $973,123 | | | 3/1/22 | — | — | | — | — | — | 13,155(2) | $430,300 | | | 7/1/22 | — | — | | — | 41,413(1) | $1,354,619 | 16,565(9) | $541,841 | | | 3/1/23 | — | — | | — | 75,538(3) | $2,470,848 | 33,992(4) | $1,111,878 | | | 3/1/24 | — | — | | — | 64,498(5) | $2,109,730 | 96,748(6) | $3,164,627 | | Sean Edgett | 10/1/24 | — | — | | — | 68,418(5) | $2,237,953 | 68,418(6) | $2,237,953 | | 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 | — | — | | — | 537(10) | $17,565 | — | — | | | 3/1/23 | — | — | | — | 4,934(11) | $161,391 | — | — | | | 3/1/24 | — | — | | — | 14,780(12) | $483,454 | — | — |
Outstanding Equity Awards at 2024 Fiscal Year-End
______________________ (1) Represents Match Group RSUs that vest on the third anniversary 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, 2024 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 two equal installments on each of the 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 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, 2024 reflects the number of PSUs that would be earned if the threshold level of performance is achieved. (5) 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 services. (6) 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—2024 PSU Awards above for additional information regarding the performance conditions associated with these PSUs. The number of PSUs outstanding on December 31, 2024 reflects the number of PSUs that would be earned if the target level of performance is achieved. (7) 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"). (8) Represents Match Group PSUs that vest on the fourth anniversary 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, 2024 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. (9) 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, 2024 reflects the number of PSUs that would be earned if the threshold level of performance is achieved. (10) Represents Match Group RSUs that vest on the fourth anniversary of the grant date, subject to continued service. (11) Represents RSUs that vest 1/5 on the second anniversary of the grant date and every three months thereafter, 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.
2024 Option Exercises and Stock Vested
2024 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 2024, and the related value realized.
2024 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 | — | — | 72,169 | | 2,433,445 | | Gary Swidler | — | — | 37,770 | | 1,361,231 | | Sean Edgett | — | — | — | — | | | Philip Eigenmann | — | — | 10,517 | | 372,422 | | Jeanette Teckman | — | — | 7,210 | | 255,906 |
2024 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.
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). For information regarding payments and benefits provided to Ms. Teckman in connection with the termination of her employment in 2024, see Compensation Discussion and Analysis—Leadership Transition Compensation Matters—Chief Legal Officer Transition-Related Compensation Decisions above. 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, 2024, 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 Edgett 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 Edgett, 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 Edgett, provided in each case that any equity awards that are subject to outstanding unsatisfied performance conditions would 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 would 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, 2024, each of Messrs. Kim, Swidler and Edgett 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 (i) 18 months thereafter in the case of Mr. Kim, (ii) 12 months thereafter in the case of Mr. Swidler and (iii) 12 months thereafter in the case of Mr. Edgett only with respect to the covenant not to solicit Match Group's employees. Each of Messrs. Kim, Swidler and Edgett 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, 2024, each of Messrs. Kim, Swidler and Edgett (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 would 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, 2024 that occurred during the one-year period following a change in control of Match Group, in accordance with Match Group's omnibus stock and annual incentive plans, 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, 2024, 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 would 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, 2024 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 Match Group's omnibus stock and annual incentive plans, 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, 2024, 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, 2024, in the event of a change in control of Match Group in which the successor or acquiring company failed 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.
Estimated Potential Payments Upon Termination or Change in Control
Other NEOs. Upon a Qualifying Termination on December 31, 2024 that occurred during the two-year period following a change in control of Match Group, in accordance with Match Group's omnibus stock and annual incentive plans, 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, Edgett 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, 2024, each of Messrs. Swidler and Edgett would have been entitled to receive the amounts set forth above under —Amounts and Benefits Payable Upon a Qualifying Termination. 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 31, 2024 (the last business day of 2024), 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 ($32.71), on December 31, 2024.
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) | | Change in Control without Assumption or Substitution of Awards | | Death | | | 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) | | 51,814 | | 76,307 | | 51,814 | — | | — | | | Market value of Match Group RSUs that would vest(3) | | 6,755,825 | | 8,279,522 | | 8,279,522 | | 3,884,378 | | 3,884,378 | | Market value of Match Group PSUs that would vest(4) | — | | | 15,480,760 | | 15,480,760 | | 15,480,760 | | — | | Total estimated incremental value | | 9,807,639 | | 28,336,589 | | 26,812,096 | | 19,365,138 | | 3,884,378 | | Gary Swidler | | | | | | | | | | | | Continued salary | | 675,000 | | 675,000 | | 675,000 | — | | — | | | Continued health coverage(2) | | 57,262 | | 57,262 | | 57,262 | — | | — | | | Market value of Match Group RSUs that would vest(3) | | 3,293,308 | | 5,935,197 | | 5,935,197 | — | | | 3,293,308 | | Market value of Match Group PSUs that would vest(4) | — | | | 11,084,601 | | 11,084,601 | — | | — | | | Total estimated incremental value | | 4,025,570 | | 17,752,060 | | 17,752,060 | — | | | 3,293,308 | | Sean Edgett | | | | | | | | | | | | Continued salary | | 500,000 | | 500,000 | | 500,000 | — | | — | | | Continued health coverage(2) | | 51,814 | | 51,814 | | 51,814 | — | | — | | | Market value of Match Group RSUs that would vest(3) | | 745,984 | | 2,237,953 | | 2,237,953 | — | | | 745,984 | | Market value of Match Group PSUs that would vest(4) | — | | | 2,237,953 | | 2,237,953 | — | | — | | | Total estimated incremental value | | 1,297,798 | | 5,027,720 | | 5,027,720 | — | | | 745,984 | | Philip Eigenmann | | | | | | | | | | | | Market value of Match Group RSUs that would vest(3) | — | | | 662,410 | | 662,410 | — | | — | | | Total estimated incremental value | — | | | 662,410 | | 662,410 | — | | — | |
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 Edgett, the COBRA rates reflect the named executive officer’s coverage level elections as of December 31, 2024. Mr. Swidler had not elected to participate in Company healthcare coverage as of December 31, 2024, 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 ($32.71) on December 31, 2024, multiplied by the number of RSUs accelerated upon the occurrence of the relevant event. (4) Represents the closing price of Match Group common stock ($32.71) on December 31, 2024, 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 31, 2024 assuming December 31, 2024 is the end of the applicable performance period.
CEO Pay Ratio
CEO Pay Ratio In accordance with Item 402(u) under Regulation S-K of 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 on December 31, 2024, 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, 2024: (i) the estimated median of the annual total compensation of all Match Group employees (other than Mr. Kim) was approximately $150,655, (ii) Mr. Kim's annual total compensation, as reported under Executive Compensation—2024 Summary Compensation Table, was $15,746,295, and (iii) the ratio of annual total compensation of Mr. Kim to the median of the annual total compensation of our other employees was 105 to 1. In making the determinations above, we first identified our total number of employees as of December 31, 2024 (2,553 in total, 1,583 of which were located in the United States and 970 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), China (1 employee), Egypt (2 employees), Germany (10 employees), India (8 employees), Italy (1 employee), Mexico (10 employees), Singapore (21 employees), Spain (6 employees), Sweden (1 employee), Thailand (1 employee), and Vietnam (1 employee). After excluding employees in these jurisdictions, our pay ratio calculation included 2,486 of our total 2,553 employees. To identify our median employee from this employee population, as permitted by SEC rules, we selected base pay in 2024 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 2024 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—2024 Summary Compensation Table.
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 from May 2022 until February 2025, 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.
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 Margin(9) | | | | | | | | | | | Total Shareholder Return ("TSR") | Peer Group TSR(8) | | | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | (i) | (j) | (k) | (l) | (m) | | 2024 | — | — | $15,746,295 | — | — | $9,750,863 | $4,169,091 | $2,775,909 | $40 | $303 | $551,313 | 36% | | 2023 | — | — | $16,080,272 | — | — | $7,826,909 | $7,041,888 | $3,983,355 | $44 | $220 | $651,472 | 37% | | 2022 | — | $23,016,375 | $23,921,211 | — | $(17,274,848) | $9,915,322 | $11,178,780 | $(3,540,359) | $51 | $132 | $359,919 | 35% | | 2021 | — | $25,397,675 | — | — | $13,576,838 | — | $11,085,711 | $7,416,614 | $161 | $201 | $276,554 | 36% | | 2020 | $132,951 | $13,705,132 | — | $30,907,303 | $43,934,291 | — | $4,397,081 | $14,883,063 | $184 | $147 | $221,609 | 38% |
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. (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 2024 to determine CAP:
PAY VERSUS PERFORMANCE
| Reported SCT Total | | Reported Value of Equity Awards(a) | | Equity Award Adjustments(b) | | Compensation Actually Paid | | | | 15,746,295 | | (14,321,295) | | 8,325,863 | | 9,750,863 |
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 2024. (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 2024 that were outstanding and unvested as of the end of 2024; (ii) the amount of change in fair value as of the end of 2024 (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 2024; (iii) for awards that were granted and vested in 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in 2024, 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 2024, 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 2024 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 2024. The amounts deducted or added in calculating the equity award adjustments are as follows:
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 | | | | 12,480,124 | | (3,948,181) | — | | (206,080) | — | — | | 8,325,863 |
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 of 2020, 2021, 2022 and 2023 for purposes of calculating the average amounts are Gary Swidler, Jared F. Sine and Philip Eigenmann. The Non-PEO NEOs included in 2024 for purposes of calculating the average amounts are Gary Swidler, Sean Edgett, Philip Eigenmann and Jeanette Teckman. (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 2024 to determine CAP:
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* | | | 4,169,091 | | (3,336,291) | $1,943,109 | $2,775,909 |
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 2024. (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 2024 that were outstanding and unvested as of the end of 2024; (ii) the amount of change in fair value as of the end of 2024 (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 2024; (iii) for awards that were granted and vested in 2024, the fair value as of the vesting date; (iv) for awards granted in prior years that vested in 2024, 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 2024, 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 2024 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 2024. The amounts deducted or added in calculating the equity award adjustments are as follows:
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* | | | 2,793,251 | $(772,514) | — | $(10,623) | $67,005 | — | $1,943,109 |
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 Margin is defined as Adjusted Operating Income divided by revenue. 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.
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, 2023 and 2024) 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).
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 2024 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, prior to June 20, 2024, 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 provided for vesting in full on the first anniversary of the grant date. Effective June 20, 2024, the Compensation and Human Resources Committee adopted an amendment to Match Group's non-employee director compensation program. The non-employee director compensation program as amended provided that, beginning with awards granted on or after June 20, 2024, each non-employee director, including non-employee directors initially elected or appointed on the date of an annual meeting of stockholders of Match Group, 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) 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 vesting in full on the earlier of (i) the first anniversary of the grant date and (ii) the date of Match Group's next annual meeting of stockholders following the grant date. Upon a non-employee director’s initial election or appointment to the Board other than on the date of an annual meeting of stockholders of Match Group, each non-employee director is to 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), prorated based on the number of calendar days elapsed since the grant date of the immediately preceding annual award of Match Group RSUs to non-employee directors. The terms of these RSU awards provide for vesting in full on the earlier of (i) the first anniversary of the grant date of the immediately preceding annual award of Match Group RSUs to non-employee directors and (ii) the date of Match Group's next annual meeting of stockholders following the grant date. The terms of all Match Group RSU awards to non-employee directors pursuant to arrangements in effect during 2024 also provided for: (i) cancellation and forfeiture of unvested RSUs in their entirety upon termination of service to Match Group and its subsidiaries and (ii) full acceleration of vesting upon a change in control of Match Group. Further, all equity awards granted to non-employee directors on or after February 1, 2024, have dividend equivalent rights. The dividend equivalents will only pay out if and to the extent that vesting conditions have been met for the underlying awards. 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. 2024 Non-Employee Director Compensation. The table below sets forth information concerning the compensation paid to each of our non-employee directors serving as such during 2024 for services performed during 2024.
DIRECTOR COMPENSATION
| | Fees Earned | | | | | Name | Fees Paid in Cash | Fees Deferred(1) | Stock Awards(2) | Total | | Stephen Bailey | $60,000 | — | $249,972 | $309,972 | | Melissa Brenner | $55,000 | — | $249,972 | $304,972 | | Sharmistha Dubey | $50,000 | — | $249,972 | $299,972 | | Laura Rachel Jones(3) | $550 | $38,049 | $250,000 | $288,599 | | Ann L. McDaniel | $80,000 | — | $249,972 | $329,972 | | Thomas J. McInerney | $142,500 | — | $249,972 | $392,472 | | Wendi Murdoch(4) | $33,269 | $16,635 | — | $49,904 | | Spencer Rascoff(3) | $38,599 | — | $250,000 | $288,599 | | Glenn H. Schiffman | — | $52,500 | $249,972 | $302,472 | | Pamela S. Seymon | $55,000 | — | $249,972 | $304,972 | | Alan G. Spoon | $85,000 | — | $249,972 | $334,972 |
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 non-employee director Match Group RSU awards ("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, 2024, our non-employee directors serving as of such date held the following number of RSUs in the aggregate:
DIRECTOR COMPENSATION
| Name | Outstanding RSUs (#) | | Stephen Bailey | 8,061 | | Melissa Brenner | 8,061 | | Sharmistha Dubey | 8,061 | | Laura Rachel Jones | 6,993 | | Ann L. McDaniel | 8,061 | | Thomas J. McInerney | 8,061 | | Spencer Rascoff | 6,993 | | Glenn H. Schiffman | 8,061 | | Pamela S. Seymon | 8,061 | | Alan G. Spoon | 8,061 |
DIRECTOR COMPENSATION
In addition to the RSUs listed above, (i) as a result of the Separation, as of December 31, 2024, 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, 2024, Ms. Dubey held (a) 49,583 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. (3) Ms. Jones and Mr. Rascoff were appointed to the Board on March 24, 2024. (4) Ms. Murdoch did not stand for re-election at the Match Group 2024 Annual Meeting of Stockholders. As a result, her term as a member of the Board ended on June 21, 2024. In connection with the end of Ms. Murdoch's term as a member of the Board, the Compensation and Human Resources Committee of the Board approved an amendment to Ms. Murdoch's 6,088 RSUs outstanding on June 21, 2024 to provide that such RSUs would remain outstanding following the end of Ms. Murdoch's term as as a member of the Board and otherwise continue to vest according to their terms. Such RSUs vested one day later on June 22, 2024. There was no incremental fair value recognized under GAAP in connection with the amendment to Ms. Murdoch's RSUs. 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.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR PRESENTATION AT THE 2026 ANNUAL MEETING
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR PRESENTATION AT THE 2026 ANNUAL MEETING Eligible stockholders who intend to have a proposal considered for inclusion in Match Group’s proxy materials for presentation at the 2026 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, 2025. 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 2026 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 18, 2026, and no later than March 20, 2026. 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 19, 2026.
B. ELECTION OF DIRECTORS
B. ELECTION OF DIRECTORS 1.Subject to the rights of the holders of any series of Preferred Stock to elect directors under specified circumstances: (1) Commencing with the election of directors at the 2026 annual meeting of stockholders, there shall be two classes of directors: (i) the directors in the class elected at the 2024 annual meeting of stockholders and having a term that expires at the 2027 annual meeting of stockholders, and (ii) the directors in the class elected at the 2025 annual meeting of stockholders and having a term that expires at the 2028 annual meeting of stockholders. Directors elected at the 2026 annual meeting of stockholders shall be elected for a one-year term expiring at the 2027 annual meeting of stockholders. (2) Commencing with the election of directors at the 2027 annual meeting of stockholders, there shall be one class of directors: those directors elected at the 2025 annual meeting of stockholders and having a term that expires at the 2028 annual meeting of stockholders. Directors elected at the 2027 annual meeting of stockholders shall be elected for a one-year term expiring at the 2028 annual meeting of stockholders. (3) From and after the election of directors at the 2028 annual meeting of stockholders, the Board of Directors shall cease to be classified and the directors elected at the 2028 annual meeting of stockholders (and each annual meeting of stockholders thereafter) shall be elected for a term expiring at the following annual meeting of stockholders. Until the 2028 annual meeting of stockholders, the Board of Directors is authorized to assign any members of the Board of Directors to their respective classes. Notwithstanding the foregoing, each director shall hold office until such director’s successor shall have been duly elected and qualified or until such director’s earlier death, resignation or removal. In the event of any change in the number of directors, and until the conclusion of the 2026 annual meeting of stockholders, the Board of Directors shall apportion any newly created directorships among, or reduce the number of directorships in, such class or classes as shall equalize, as nearly as possible, the number of directors in each class. In no event shall a decrease in the number of directors shorten the term of any incumbent director. 2.There shall be no cumulative voting in the election of directors. Elections of directors need not be by written ballot except and to the extent provided in the By-Laws of the Corporation.