DEF 14A of People Inc
Filed Apr 26, 2024 · FY20230001104659-24-052985
What are my voting choices when voting for director nominees and what votes are required to elect director nominees to IAC’s Board?
What are my voting choices when voting for director nominees and what votes are required to elect director nominees to IAC’s Board? A: You may vote in favor of all director nominees, withhold votes as to all director nominees or vote in favor of and withhold votes as to specific director nominees. The election of each of Chelsea Clinton, Barry Diller, Michael D. Eisner, Bonnie S. Hammer, Victor A. Kaufman, Joseph Levin, David Rosenblatt, Maria Seferian and Alexander von Furstenberg as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock and Class B common stock voting together as a single class (hereinafter collectively referred to as “IAC capital stock”), with each share of IAC common stock and Class B common stock representing the right to one and ten vote(s), respectively. The election of each of Bryan Lourd, Alan G. Spoon and Richard F. Zannino as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock, voting as a separate class. IAC’s Board recommends a vote FOR the election of each of the director nominees. Q:
Information Concerning Director Nominees
Information Concerning Director Nominees Background information about each director nominee is set forth below, including information regarding the specific experiences, characteristics, attributes and skills considered in connection with the nomination of each director nominee, all of which the Nominating Committee and the Board believe provide IAC with the perspective and judgment needed to guide, monitor and execute its strategies. References to service at IAC prior to June 2020 refer to IAC’s predecessor entity or entities (as applicable).
Information Concerning Director Nominees
| Chelsea Clinton, Vice Chair, The Clinton Foundation, and Co-Founder and Partner, Metrodora Ventures | | | | AGE: 44 | DIRECTOR OF IAC SINCE: September 2011 | COMMITTEES: None | | PROFESSIONAL EXPERIENCE | | | | Since March 2013, Ms. Clinton has served as Vice Chair of The Clinton Foundation, where her work emphasizes improving global and domestic health, creating service opportunities and empowering the next generation of leaders. She has also served as Vice Chair of the Clinton Health Access Initiative since January 2022 and is a New York Times bestselling author of a number of books for adults and young readers, including the She Persisted series. Ms. Clinton is also a co-founder and partner of Metrodora Ventures, a venture capital firm focused on health and learning businesses. Ms. Clinton also currently teaches at Columbia University’s Mailman School of Public Health. Ms. Clinton has served as a member of the board of directors of the Clinton Health Access Initiative since September 2011 and previously served as a member of the board of directors of the Clinton Foundation from September 2011 to February 2013. From March 2010 through May 2013, Ms. Clinton served as an Assistant Vice Provost at New York University, where she focused on interfaith initiatives and the university’s global expansion program. From November 2011 to August 2014, Ms. Clinton also worked as a special correspondent for NBC News. Prior to these efforts, Ms. Clinton worked as an associate at McKinsey & Company, a consulting firm, from August 2003 to October 2006, and as an associate at Avenue Capital Group, an investment firm, from October 2006 to November 2009. | | | | OTHER PUBLIC COMPANY BOARDS | | | | Ms. Clinton has served as a member of the boards of directors of Expedia Group, Inc. (“Expedia Group”) since March 2017 and Clover Health Investments, Corp. (a next-generation Medicare Advantage insurance company) from before its January 2021 initial public offering to date. | | | | Other Affiliations | | | | In addition to her for-profit affiliations, Ms. Clinton currently serves as a member of the boards of directors of The School of American Ballet, the Africa Center, the Weill Cornell Medical College, HiddenLight Productions Limited and Columbia University’s Mailman School of Public Health. | | |
Information Concerning Director Nominees
| When concluding that Ms. Clinton should serve as a director, the Board considered her broad public policy experience and keen intellectual acumen, which the Board believes brings a unique perspective to IAC’s businesses and initiatives, as well as her private equity and venture capital experience, which the Board believes gives her particular insight into investment strategy. |
Information Concerning Director Nominees
| Barry Diller, Chairman and Senior Executive, IAC | | | | AGE: 82 | DIRECTOR SINCE: August 1995 | COMMITTEES: Executive Committee | | PROFESSIONAL EXPERIENCE | | | | Mr. Diller has been a director and Chairman and Senior Executive of IAC since December 2010 and previously served as a director and Chairman and Chief Executive Officer of IAC from August 1995 to November 2010. Mr. Diller also serves as Chairman and Senior Executive of Expedia Group, which position he has held since August 2005. Mr. Diller, along with Expedia Group’s Vice Chairman, oversaw the company’s executive leadership team, managing day-to-day operations, from December 2019 until April 2020, when Expedia Group’s Vice Chairman also became the company’s Chief Executive Officer. Prior to joining IAC, Mr. Diller was Chairman of the board of directors and Chief Executive Officer of QVC, Inc. from December 1992 through December 1994. From 1984 to 1992, Mr. Diller served as Chairman of the board of directors and Chief Executive Officer of Fox, Inc. Prior to joining Fox, Inc., Mr. Diller served for ten years as Chairman of the board of directors and Chief Executive Officer of Paramount Pictures Corporation. | | | | OTHER PUBLIC COMPANY EXPERIENCE | | | | Mr. Diller served as Chairman (in a non-executive capacity) of the board of directors of Live Nation Entertainment, Inc. (and its predecessor companies, Ticketmaster Entertainment and Ticketmaster) (“Live Nation”)) from August 2008 to October 2010, and continued to serve as a member of the board of directors of Live Nation through January 2011. Mr. Diller also served as Chairman and Senior Executive of TripAdvisor, Inc., an online travel company (“TripAdvisor”), from December 2011 to December 2012, served as a member of the board of directors of TripAdvisor from December 2011 through April 2013 and served as a special advisor to the Chief Executive Officer of TripAdvisor from April 2013 to March 2017. Mr. Diller is also currently a member of the board of directors of The Coca-Cola Company and MGM Resorts International. | | | | Other Affiliations | | | | In addition to his for-profit affiliations, Mr. Diller is a member of The Business Council and the Advisory Board of the Peter G. Peterson Foundation, among other not-for-profit affiliations. | | |
Information Concerning Director Nominees
| The Board nominated Mr. Diller because he has been Chairman and Senior Executive since 2010 and prior to that time, served as Chairman and Chief Executive Officer of IAC since 1995, and as a result, possesses a great depth of knowledge and experience regarding IAC and its businesses. In addition, the Board noted Mr. Diller’s ability to exercise influence (subject to IAC’s organizational documents and Delaware law) over the outcome of matters involving IAC that require stockholder approval given the fact that he and certain members of his family collectively have sole voting and/or investment power over all shares of IAC Class B common stock outstanding, which shares represent a significant percentage of the voting power of IAC capital stock. |
Information Concerning Director Nominees
| Michael D. Eisner, Chairman, The Tornante Company, LLC | | | | AGE: 82 | DIRECTOR SINCE: March 2011 | COMMITTEES: Executive and Nominating Committees | | PROFESSIONAL EXPERIENCE | | | | Mr. Eisner has served as Chairman of The Tornante Company, LLC, a privately held company that invests in, acquires, incubates and operates media and entertainment companies (“Tornante”), since 2005. Mr. Eisner currently serves as Chairman of the board of directors of the Portsmouth Community Football Club Limited, a League One English football club, which Tornante acquired in August 2017. Mr. Eisner also previously served as Chairman of two Tornante portfolio companies, The Topps Company, a leading creator and marketer of sports cards, distinctive confectionery and other entertainment products, and Vuguru, a studio focusing on the production of groundbreaking programming for the internet and other digital platforms. Mr. Eisner served as Chairman of The Topps Company from October 2007 to April 2013, and then again from January 1, 2021 until January 2022, when the sports and entertainment portion of the company was sold, leaving the candy and digital card services portion, known as The Bazooka Companies, Inc. Prior to founding Tornante, Mr. Eisner served as a director and Chairman and Chief Executive Officer of The Walt Disney Company from 1984. | | | | Other Affiliations | | | | In addition to his for-profit affiliations, Mr. Eisner serves on the boards of directors of Denison University, The Aspen Institute, the Yale School of Architecture Dean’s Council and The Eisner Foundation. | | |
Information Concerning Director Nominees
| When concluding that Mr. Eisner should serve as a director, the Board considered his experience with Tornante, which the Board believes gives him particular insight into investments in, and the development and operation of, media and entertainment companies that focus on programming and content for emerging platforms. The Board also considered Mr. Eisner’s experience as Chairman and Chief Executive Officer of The Walt Disney Company, which the Board believes gives him particular insight into business strategy and leadership, marketing and consumer branding, as well as a high level of financial literacy and insight into the media and entertainment industries. |
Information Concerning Director Nominees
| Bonnie S. Hammer, Vice Chairman, NBCUniversal | | | | AGE: 73 | DIRECTOR SINCE: September 2014 | COMMITTEES: Nominating Committee | | PROFESSIONAL EXPERIENCE | | | | Since September 2020, Ms. Hammer has served as Vice Chairman of NBCUniversal. Prior to assuming this role, from October 2019, Ms. Hammer served as Chairman of NBCUniversal Content Studios, in which capacity she oversaw the company’s television studios (Universal Television, Universal Content Productions and NBCUniversal International Studios). Prior to her tenure as Chairman of NBCUniversal Content Studios, Ms. Hammer served as Chairman of NBCUniversal Direct to Consumer and Digital Enterprises (January 2019 to October 2019), where she led the development of NBCUniversal’s new streaming service, Peacock. Prior to this role, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment from February 2013 to January 2019. In this capacity, Ms. Hammer had executive oversight over a number of leading cable brands (including USA, Syfy, E! Entertainment, Bravo, Oxygen and Universal Kids networks), as well as Universal Cable Productions, which created original scripted content for cable, broadcast and streaming platforms, and Wilshire Studios, which produced original reality programming. Prior to her tenure as Chairman of NBCUniversal Cable Entertainment, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment and Cable Studios from November 2010. In this capacity, Ms. Hammer had executive oversight over certain well known cable brands (including USA, Syfy, E! Entertainment, Chiller, Cloo and Universal HD networks), as well as Universal Cable Productions and Wilshire Studios. Prior to joining NBCUniversal in May 2004, Ms. Hammer served as President of Syfy from 2001 to 2004 and held other senior executive positions at Syfy and USA Network from 1989 to 2000. Earlier in her career, she was an original programming executive at Lifetime Television Network from 1987 to 1989. | | | | OTHER PUBLIC AND PRIVATE COMPANY BOARDS | | | | Ms. Hammer has served as a member of the board of directors of Participant Media, LLC, a private American independent film production company, since March 2022. Ms. Hammer previously served as a member of the board of directors of eBay, Inc. during the past five years. | | | | Other Affiliations | | | | In addition to her for-profit affiliations, Ms. Hammer currently sits on the Board of Governors for the Motion Picture & Television Fund Foundation and serves on the strategic planning committee for Boston University’s College of Communication, her alma mater, and from which Ms. Hammer received an honorary doctorate degree in 2017. | | |
Information Concerning Director Nominees
| When concluding that Ms. Hammer should serve as a director, the Board considered her experience as Vice Chairman of NBCUniversal, as well as her experience as Chairman of both NBCUniversal Content Studios and NBCUniversal Direct to Consumer and Digital Enterprises, and her prior roles with NBCUniversal Cable Entertainment, NBCUniversal Media, LLC, USA Network and Lifetime Television Network, which the Board believes give her particular insight into business strategy and leadership, as well as a high level of financial literacy and a seasoned insight into the media and entertainment industries, particularly pay television network programming and production and multiplatform branding. |
Information Concerning Director Nominees
| Victor A. Kaufman, Vice Chairman, IAC | | | | AGE: 80 | DIRECTOR SINCE: December 1996 | COMMITTEES: Executive Committee | | PROFESSIONAL EXPERIENCE | | | | Mr. Kaufman has been Vice Chairman of IAC since October 1999. Mr. Kaufman also served as Vice Chairman of Expedia Group, Inc. from August 2005 to June 2018. Previously, Mr. Kaufman served in IAC’s Office of the Chairman from January 1997 to November 1997 and as IAC’s Chief Financial Officer from November 1997 to October 1999. Prior to joining IAC, Mr. Kaufman served as Chairman and Chief Executive Officer of Savoy Pictures Entertainment, Inc. from March 1992 and as a director of Savoy from February 1992. Mr. Kaufman was the founding Chairman and Chief Executive Officer of Tri-Star Pictures, Inc. and served in such capacities from 1983 until December 1987, at which time he became President and Chief Executive Officer of Tri-Star’s successor company, Columbia Pictures Entertainment, Inc. He resigned from these positions at the end of 1989 following the acquisition of Columbia by Sony USA, Inc. Mr. Kaufman joined Columbia in 1974 and served in a variety of senior positions at Columbia and its affiliates prior to the founding of Tri-Star. | | | | OTHER PUBLIC COMPANY BOARDS | | | | Mr. Kaufman served as a member of the board of directors of Expedia Group from August 2005 to March 2020. He also served as Vice Chairman of the board of directors of Live Nation from August 2008 through January 2010, and continued to serve as a member of the board of directors of Live Nation from January 2010 through December 2010. In addition, Mr. Kaufman served as a member of the board of directors of TripAdvisor from December 2011 to February 2013. | | |
Information Concerning Director Nominees
| When concluding that Mr. Kaufman should serve as a director, the Board considered the unique knowledge and experience regarding IAC and its businesses that he has gained through his involvement with IAC in various roles since 1996, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. |
Information Concerning Director Nominees
| Joseph Levin, Chief Executive Officer, IAC | | | | AGE: 44 | DIRECTOR SINCE: June 2015 | COMMITTEES: None | | PROFESSIONAL EXPERIENCE | | | | Mr. Levin has served as Chief Executive Officer of IAC since June 2015. Prior to this appointment, Mr. Levin served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC’s former Search & Applications segment, from January 2012 to June 2015. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC. Mr. Levin also served as Chief Executive Officer of Angi Inc. from October 2022 until April 2024. | | | | OTHER PUBLIC COMPANY BOARDS | | | | Mr. Levin has served as a director and Chairman of the board of directors of Angi Inc. since September 2017 and as a director of MGM Resorts International since August 2020. Mr. Levin previously served as a director and Chairman of the board of directors of Vimeo, Inc. ((“Vimeo”) from May 2021 through March 2023), as a director of Match Group, Inc. ((“Match Group”) from October 2015 through September 2022) and as a director of Groupon, Inc. (from March 2017 to July 2019). | | | | Other Affiliations | | | | In addition to his for-profit affiliations, Mr. Levin serves on the Undergraduate Executive Board of Wharton School. | | |
Information Concerning Director Nominees
| When concluding that Mr. Levin should serve as a director, the Board considered the unique knowledge and experience regarding IAC and its businesses that he has gained through his various roles with IAC since 2003, most recently his role as Chief Executive Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. |
Information Concerning Director Nominees
| Bryan Lourd, Partner and Managing Director, Creative Artists Agency | | | | AGE: 63 | DIRECTOR SINCE: April 2005 | COMMITTEES: Audit Committee | | PROFESSIONAL EXPERIENCE | | | | Mr. Lourd has served as a partner and Managing Director of Creative Artists Agency (“CAA”) since October 1995. CAA is among the world’s leading entertainment agencies and is based in Los Angeles, California, with offices in Nashville, New York, London and Beijing, among other locations. He is a graduate of the University of Southern California. | | |
Information Concerning Director Nominees
| When concluding that Mr. Lourd should serve as a director, the Board considered his extensive experience as a principal of CAA, which the Board believes gives him particular insight into business strategy and leadership, as well as unique and specialized experience regarding the entertainment industry and marketing. |
Information Concerning Director Nominees
| David Rosenblatt, Chief Executive Officer, 1stdibs.com, Inc. | | | | AGE: 56 | DIRECTOR SINCE: December 2008 | COMMITTEES: Compensation and Human Capital Committee | | PROFESSIONAL EXPERIENCE | | | | Mr. Rosenblatt has served as the Chief Executive Officer of 1stdibs.com, Inc. (an online marketplace for design, including furniture, art, jewelry and fashion (“1stdibs.com”)) since November 2011. Mr. Rosenblatt previously served as President, Global Display Advertising, of Google, Inc. from October 2008 through May 2009. Mr. Rosenblatt joined Google in March 2008 in connection with Google’s acquisition of DoubleClick, Inc., a provider of digital marketing technology and services. Mr. Rosenblatt joined DoubleClick in 1997 as part of its initial management team and held several executive positions during his tenure, including Chief Executive Officer of DoubleClick from July 2005 through March 2008 and President of DoubleClick from 2000 through July 2005. | | | | OTHER PUBLIC COMPANY BOARDS | | | | Mr. Rosenblatt currently serves as a member of the board of 1stdibs.com and previously served as a member of the boards of directors of Twitter and Farfetch UK Limited (the world’s largest digital marketplace for luxury fashion) during the past five years. | | |
Information Concerning Director Nominees
| When concluding that Mr. Rosenblatt should serve as a director, the Board considered his extensive and unique experience in the online advertising and digital marketing technology and services industries, as well as his management experience with DoubleClick, Google and 1stdibs.com, which the Board believes gives him particular insight into business strategy and leadership, as well as a deep understanding of the online advertising and e-commerce industries. |
Information Concerning Director Nominees
| Maria Seferian, President and Chief Legal Officer, Hillspire, LLC | | | | AGE: 51 | DIRECTOR SINCE: December 2023 | COMMITTEES: None | | PROFESSIONAL EXPERIENCE | | | | Ms. Seferian is currently President and Chief Legal Officer of Hillspire, LLC, an integrated, single-family management firm (“Hillspire”), and had served as General Counsel of Hillspire since 2014. In her role, Ms. Seferian oversees the firm’s legal, tax, special investments and initiatives, trusts & estates, strategic planning, grants management and compliance functions. Prior to joining Hillspire, Ms. Seferian worked (most recently as a partner) at Munger, Tolles & Olson, LLP, a law firm with a national and international practice, from 2001, where she specialized in mergers and acquisitions, joint ventures, capital markets and general corporate transactions, representing private and public clients across diverse industries from private equity to entertainment. From 2013 to 2014, Ms. Seferian also served as Interim Director and Chief Executive Officer of the Museum of Contemporary Art in Los Angeles (“MOCA”), where she led the institution through a financial turn-around, securing its long-term stability. | | | | OTHER EXPERIENCE AND AFFILIATIONS | | | | Ms. Seferian holds a Bachelor of Arts in philosophy and Master of Arts from the University of Illinois at Urbana-Champaign and a J.D. with honors from Harvard Law School. Following law school and before entering private practice, Ms. Seferian served as a judicial clerk for the Honorable Justice James L. Oakes in the U.S. Court of Appeals for the Second Circuit. In addition to her for-profit affiliations, Ms. Seferian serves as Chairperson of the Board of Trustees of MOCA and as a director of the Schmidt Family Foundation. | | |
Information Concerning Director Nominees
| When concluding that Ms. Seferian should serve as a director, the Board considered her legal expertise and experience at Hillspire, as well as her high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. |
Information Concerning Director Nominees
| Alan G. Spoon, Former General Partner and Partner Emeritus, Polaris Partners | | | | AGE: 72 | DIRECTOR SINCE: February 2003 | COMMITTEES: Audit Committee | | PROFESSIONAL EXPERIENCE | | | | Mr. Spoon served as General Partner and Partner Emeritus of Polaris Partners from 2011 to 2018. He previously served as Managing General Partner of Polaris Partners from 2000 to 2010. Polaris Partners is a private investment firm that provides venture capital and management assistance to development stage information technology and life sciences companies. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company (now known as Graham Holdings Company) from March 1991 through May 2000 and served as President from September 1993 through May 2000. Prior to his service in these roles, he held a wide variety of positions at The Washington Post Company, including as President of Newsweek from September 1989 to May 1991. | | | | OTHER PUBLIC COMPANY BOARDS | | | | Mr. Spoon has served as a member of the board of directors of Danaher Corporation (a designer, manufacturer and marketer of professional, medical, industrial and commercial products and services) since July 1999, as a member of the board of directors of Match Group, since November 2015 and as Chairman of the board of directors of Fortive Corporation (a developer, manufacturer and marketer of professional and engineered products, software and services for a variety of end markets) since July 2016. Mr. Spoon previously served as a member of the board of directors of Cable One, Inc. (a leading broadband communications provider) during the past five years. | | | | Other Affiliations | | | | In his not-for-profit affiliations, Mr. Spoon was a member of the Board of Regents at the Smithsonian Institution (formerly Vice Chairman) and is a longtime member of the MIT Corporation, where he serves on the Executive Committee and is Chair of its Risk and Audit Committee. He also serves as director of The Axim Collaborative Foundation (a social enterprise dedicate to expanding access to education and deepening its impact for learners) . | | |
Information Concerning Director Nominees
| When concluding that Mr. Spoon should serve as a director, the Board considered his extensive private and public company board experience and public company management experience, all of which the Board believes give him particular insight into business strategy, leadership and marketing in the media industry, as well as his experience serving on audit committees (and the attendant risk oversight duties), which the Board believes give him particular insight into risk management. IAC’s Board also considered Mr. Spoon’s private equity experience and engagement with the MIT Corporation, which the Board believes gives him particular insight into trends in the internet and technology industries, as well as into acquisition strategy and financing. |
Information Concerning Director Nominees
| Alexander von Furstenberg, Chief Investment Officer, Ranger Global Advisors, LLC | | | | AGE: 54 | DIRECTOR SINCE: December 2008 | COMMITTEES: None | | PROFESSIONAL EXPERIENCE | | | | Mr. von Furstenberg currently serves as Chief Investment Officer of Ranger Global Advisors, LLC, a family office focused on value-based investing (“Ranger”), which he founded in June 2011. Prior to founding Ranger, Mr. von Furstenberg founded Arrow Capital Management, LLC, a private investment firm focused on global public equities, where he served as Co-Managing Member and Chief Investment Officer from 2003 to 2011. Since 2001, he has acted as Chief Investment Officer of Arrow Finance, LLC (formerly known as Arrow Investments, Inc.), the private investment office that serves his family. Mr. von Furstenberg also serves as a partner and Co-Chairman of Diane von Furstenberg Studio, LLC. | | | | OTHER PUBLIC COMPANY BOARDS | | | | Mr. von Furstenberg has served as a member of the board of directors of Expedia Group and Vimeo since December 2015 and June 2023, respectively. Mr. von Furstenberg previously served on the board of directors of La Scogliera (an Italian financial holding company with a majority stake in Banca Ifis) during the past five years. | | | | Other Affiliations | | | | In addition to his for-profit affiliations, Mr. Von Furstenberg serves as a director of The Diller-von Furstenberg Family Foundation and as a member of the board of directors of Friends of the High Line. | | |
Information Concerning Director Nominees
| When concluding that Mr. von Furstenberg should serve as a director, the Board considered his private investment and public board experience, which the Board believes give him particular insight into capital markets and investment strategy, as well as a high level of financial literacy. Mr. von Furstenberg is Mr. Diller’s stepson. |
Information Concerning Director Nominees
| Richard F. Zannino, Managing Director, CCMP Capital Advisors, LLC | | | | AGE: 65 | DIRECTOR SINCE: June 2009 | COMMITTEES: Audit and Compensation and Human Capital Committees | | PROFESSIONAL EXPERIENCE | | | | Since July 2009, Mr. Zannino has been a Managing Director at CCMP Capital Advisors, LLC, a private equity firm, where he also serves as a member of the firm’s Investment Committee and as co-head of the firm’s consumer sector. Mr. Zannino previously served as Chief Executive Officer and a member of the board of directors of Dow Jones & Company from February 2006 to December 2007, when Mr. Zannino resigned from these positions upon the acquisition of Dow Jones by News Corp. Prior to this time, Mr. Zannino served as Chief Operating Officer of Dow Jones from July 2002 to February 2006 and as Executive Vice President and Chief Financial Officer of Dow Jones from February 2001 to June 2002. Prior to his tenure at Dow Jones, Mr. Zannino served in a number of executive capacities at Liz Claiborne from 1998 to January 2001, and prior to that time served as Executive Vice President and Chief Financial Officer of General Signal (a manufacturer of equipment for the process, electrical and industrial technology industries) and in a number of executive capacities at Saks Fifth Avenue. | | | | OTHER PUBLIC COMPANY BOARDS | | | | Mr. Zannino has served as a member of the boards of directors of The Estée Lauder Companies, Inc. (a multinational manufacturer and marketer of skincare, makeup, fragrance and haircare products) and Ollie’s Bargain Outlet (a leading American retailer of closeout merchandise and excess inventory) since January 2010 and July 2015, respectively. He previously served as a member of the board of directors of Hillman Solutions Corp. (a leading North American provider of complete hardware solutions), Francesca’s Collections (a women’s boutique clothing and accessories chain) and Jamieson Wellness (a leading Canadian branded manufacturer, distributor and marketer of natural health products) during the past five years. | | | | Other Affiliations | | | | In addition to his for-profit affiliations, Mr. Zannino currently serves as Vice Chairman of the Board of Trustees of Pace University. | | |
Information Concerning Director Nominees
| When concluding that Mr. Zannino should serve as a director, the Board considered his extensive public company management experience, which the Board believes gives him particular insight into business strategy, leadership and marketing, and his high level of financial literacy, as well as his experience serving on audit committees (and the attendant risk oversight duties), which the Board believes gives him particular insight into risk management. IAC’s Board also considered Mr. Zannino’s private equity experience, which the Board believes gives him particular insight into acquisition and investment strategy and financing. |
Information Concerning Director Nominees
| Corporate Governance |
INFORMATION CONCERNING IAC EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
INFORMATION CONCERNING IAC EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Background information about IAC’s current executive officers who are not director nominees is set forth below. For background information about IAC’s Chairman and Senior Executive, Barry Diller, Chief Executive Officer, Joseph Levin, and Vice Chairman, Victor A. Kaufman, see Information Concerning Director Nominees beginning on page 7.
INFORMATION CONCERNING IAC EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
| CHRISTOPHER HALPIN Executive Vice President, Chief Financial Officer and Chief Operating Officer | Christopher Halpin, age 47, has served as Executive Vice President, Chief Financial Officer and Chief Operating Officer of IAC since February 2023 and prior to that time, served as Executive Vice President and Chief Financial Officer of IAC since January 2022. Prior to joining IAC, Mr. Halpin spent nearly a decade in leadership roles at the National Football League (the “NFL” or the “League”), most recently as NFL Executive Vice President and Chief Strategy & Growth Officer from December 2018 to January 2022, in which capacity he oversaw all strategic growth and development opportunities, including the League’s digital and sports betting strategies, data and analytics, and its expansion internationally. From March 2017 to December 2018, Mr. Halpin served as the League’s Chief Strategy Officer. Prior to (and from March 2017 to March 2018, contemporaneously with) this role, Mr. Halpin led the League’s Consumer Products business from August 2014 to March 2018, including its activities in e-commerce and gaming, and before that time, he led strategy and business development for the League’s media business from June 2013 to August 2014. Before joining the NFL, Mr. Halpin was a Partner and Managing Director at Providence Equity Partners, where he worked for thirteen years, during which time he led transactions across the firm’s media, entertainment and technology investments. Mr. Halpin began his career in the Merchant Banking Department of Goldman Sachs & Co. Mr. Halpin has served on the board of directors of Angi Inc. since June 2022. | | KENDALL HANDLER Executive Vice President, Chief Legal Officer and Secretary | Kendall Handler, age 39, has served as Executive Vice President and Chief Legal Officer of IAC since January 2022, and prior to that time, served as Senior Vice President and General Counsel of IAC from January 2021 to January 2022. Prior to assuming these roles, Ms. Handler spent over three years overseeing all legal aspects of IAC’s merger and acquisitions activity, first in her capacity as M&A Counsel of IAC and then as Vice President, M&A Counsel of IAC. Before joining IAC in 2017, Ms. Handler served for over six years as an associate at Wachtell, Lipton, Rosen & Katz, where she advised clients on mergers and acquisitions, corporate governance and other general corporate matters. Ms. Handler has served on the board of directors of Angi Inc. since December 2020 and served on the board of directors of Vimeo from May 2021 to June 2023. |
INFORMATION CONCERNING IAC EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS
| Compensation Discussion and Analysis |
Annual Bonuses
Annual Bonuses General IAC’s bonus program is designed to reward performance on an annual basis and annual bonuses are discretionary. Executive officer bonuses tend to be highly variable from year-to-year depending on IAC’s performance and, in certain circumstances, individual executive officer performance. Because of the variable nature of the annual bonus program, and because in any given year bonuses can make up the significant majority of an executive officer’s cash compensation, IAC believes its executive officer annual bonus program provides a strong incentive for its executive officers to achieve annual corporate, strategic and individual performance objectives. Bonuses for executive officers in respect of performance for the 2023 fiscal year were determined and paid in February 2024. In making its determinations regarding individual annual bonus amounts, the Committee considers a variety of factors, such as growth in profitability or achievement of strategic objectives by IAC and, to a lesser extent, an individual’s performance and contribution to IAC. The Committee does not quantify the weight given to any specific factor or otherwise follow a formulaic calculation. Rather, the Committee engages in an overall assessment of appropriate bonus levels based on an evaluation of all of the criteria it determines to be relevant. 2023 Bonuses In determining bonus amount for executive officers in respect of performance during the 2023 fiscal year, the Committee considered a variety of factors specific to IAC’s overall performance, including:
Annual Bonuses
| Operating Results | • While revenue was generally flat or declined in 2023 relative to 2022 across IAC’s various businesses, operating (loss) income and Adjusted EBITDA at IAC’s Dotdash Meredith, Angi Inc. and Emerging & Other segments improved over the prior period, offset by a decrease in operating income and Adjusted EBITDA at IAC’s Search segment. On a consolidated basis, operating income (loss) and Adjusted EBITDA improved meaningfully, in 2023 relative to 2022*; | | Strategic initiatives | • in the case of IAC’s Dotdash Meredith business, audience gains across Digital properties, improved digital advertising sales and the implementation of Dotdash Meredith’s new, cookie-less advertising product (D/Cipher); • in the case of IAC’s Angi business, improved service professional retention rates and quality generally, the streamlining of Angi’s sales force, improved marketing efficiencies and increased service professional presentation in response to service requests; • Mr. Levin’s continued service as Chief Executive Officer of both IAC and Angi Inc. during 2023; • senior leadership changes at IAC’s Search and Care.com businesses during 2023; • the negotiation of an agreement to sell the assets of IAC’s Mosaic Group business, a leading developer and provider of global subscription mobile applications, for approximately $160 million, which agreement was executed in the first quarter of 2024; • IAC’s continued involvement in MGM Resorts International, a leader in gaming, hospitality and leisure (“MGM”), and Turo Inc., a peer-to-peer car sharing company in which IAC is the largest shareholder (“Turo”), both of which generated record fourth-quarter 2023 revenues; • the completion of the acquisition of the land under IAC’s New York City headquarters for $80 million in April 2023; and • continued reinvestment in IAC’s businesses generally to drive growth over the long-term; and | | Cash Position | IAC ended the year with approximately $1.4 billion of cash and cash equivalents and marketable debt securities on a consolidated basis, of which $646.0 million and $261.6million were held by Angi Inc. and Dotdash Meredith, respectively. IAC believes this cash balance positions it for further long-term growth as it continues to invest in its businesses and identify new opportunities for expansion. |
Annual Bonuses
While the factors noted above were the primary factors considered in determining bonus amounts, the Committee also considered each executive officer’s role and responsibilities, the relative contributions made by each executive officer during the year, the relative size of the bonus amounts paid to other executive officers, the recommendations of the Chairman and Senior Executive and the Chief Executive Officer (other than for their own bonuses) and market data. In addition, the Committee considered achievements in 2023 as compared to achievements and bonus levels in prior years. With respect to a 2023 bonus for Mr. Diller, the Committee considered his continuing strategic oversight of IAC’s businesses and involvement with MGM, the Company’s profitability on a consolidated basis for 2023 and his prior compensation history, as well as reviewed a market assessment of compensation for Chairperson roles conducted by Compensia. With respect to a 2023 bonus for Mr. Levin, the Committee considered Mr. Levin’s ongoing commitment to helping lead and build the long-term future of IAC (including his focus on managing IAC’s day-to-day business operations and participating in the development of strategic initiatives for IAC), as well as his continuing role as Chief Executive Officer of the Company’s Angi business and active involvement with IAC’s investments in MGM and Turo through board service. With respect to 2023 bonuses for our other NEOs, the Committee considered the following with respect to: (i) Mr. Halpin, his continuing role as Chief Financial Officer and Chief Operating Officer, as well as his role in managing the Company’s * Adjusted EBITDA is a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). For a definition and description of Adjusted EBITDA, as well as a full reconciliation of Adjusted EBITDA to operating income (loss) (the most directly comparable financial measure stated in accordance with GAAP), see the disclosure set forth under the captions Item 7 — Management’s Discussion and Analysis — Principles of Financial Reporting” on pages 60-61 and Note 10 — Segment Information to IAC’s consolidated financial statements on pages 126-27, in each case, of IAC’s annual report on Form 10-K for the fiscal year ended December 31, 2023. balance sheet and capital position, his contribution to strategic, cost management and other operational initiatives and his operational responsibilities as Chief Operating Officer, (ii) Ms. Handler, her overall leadership, as well as her ongoing oversight of IAC’s legal, human resources, regulatory and compliance activities and contributions to strategic and operational initiatives, and (iii) Mr. Stein, his active involvement in an advisory capacity in the case of the Company’s strategic initiatives, as well as his continuing oversight of certain IAC businesses and investments.
Long-Term Incentives
Long-Term Incentives Overview Due to IAC’s entrepreneurial philosophy, it believes that providing a meaningful equity stake in its business is essential to create compensation opportunities that can compete, on a risk-adjusted basis, with the wide range of entrepreneurial employment alternatives in the competitive market. In addition, IAC believes that ownership shapes behavior, and that by providing compensation in the form of equity awards, it aligns executive officer incentives with stockholder interests in a manner that drives superior performance over time. In determining the size of equity awards for an executive officer for any given period, the Committee reviews and evaluates on an individual-by-individual basis the amount of outstanding unvested and/or unexercised equity awards, as well as previously earned or exercised equity awards. In setting award levels, the predominant factors considered by the Committee are providing the executive officer with effective retention incentives, appropriate reward for past performance and incentives for strong future performance and competitive conditions. The annual corporate performance factors relevant to setting bonus amounts are also considered, although equity awards tend to be more forward-looking, and are a longer-term retention and reward instrument relative to annual bonuses. In 2020, most of our executive officers received RSUs that cliff vest five years from the grant date (in 2025) and Mr. Levin received a performance-based restricted stock award that vests ten years from the grant date (November 2020). These awards have a longer vesting period relative to typical market practice (generally vesting annually or quarterly over three to four years), and IAC believed these terms would enhance retention. IAC’s practice has been to schedule Committee meetings at which equity awards are to be granted well in advance of (and without regard to) the timing of the release of earnings or other material information. 2023 Equity Awards In late 2022 and early 2023, the Committee reviewed outstanding equity awards held by our executive officers and other employees. At such time, for executive officers other than Mr. Levin (who held (and continues to hold) a performance-based restricted stock award that vests ten years from the grant date (November 2020)), most of these awards consisted of RSU awards scheduled to cliff vest in 2025 in the case of Ms. Handler and Mr. Stein and 2027 in the case of Mr. Halpin. Although these prior RSU awards were generally intended to be multi-year awards, in early 2023, the Committee shifted to a more systematic annual grant program in light of then current market conditions and retention profiles. As a result, in February 2023, the Committee granted RSUs to: • Mr. Halpin with a grant date value of $8 million, vesting 37.5% on the first and second anniversaries of the grant date, respectively, and 12.5% on the third and fourth anniversaries of the grant date, respectively; and • Ms. Handler with a grant date value of $2.5 million, vesting 25%, 50% and 25% on the first, third and fourth anniversaries of the grant date, respectively. In determining the award for Mr. Halpin, the Committee considered Mr. Halpin’s promotion to Chief Operating Officer. In determining the award for Ms. Handler, the Committee noted overall annual compensation for her role, as well as the vesting schedule of the award, which results in the majority of the award vesting after the vesting of Ms. Handler’s existing cliff-vesting awards (scheduled to vest at various points in 2025). No other executive officer received an equity award in 2023. For Messrs. Diller and Levin, this was due to their current equity positions, and for Mr. Stein, due to the change in his role to Senior Advisor for a term ended March 1, 2024. 2024 Equity Awards In late 2023 and early 2024, the Committee reviewed outstanding equity awards held by our executive officers and other employees. At such times, Mr. Levin held (and continues to hold) the performance-based restricted stock award described above. Outstanding awards held by Mr. Halpin and Ms. Handler consisted of RSU awards scheduled to cliff vest in 2027 and 2025, respectively, plus the awards granted to each of them in early 2023. Given then current market conditions and retention profiles, the Committee determined to continue with an annual grant program (taking into account vesting schedules for previously granted awards) adopted in early 2023. As a result, in February 2024, the Committee granted RSUs to:
Long-Term Incentives
| MR. HALPIN | Mr. Halpin, with a grant date value of $3.5 million, vesting 50% on the second and fourth anniversaries of the grant date; and | In determining the award for Mr. Halpin, the Committee considered his continuing dual role as Chief Financial and Operating Officer, as well as the vesting schedules of his prior awards. | | MS. HANDLER | Ms. Handler, with a grant date value of $2.5 million, vesting 33%, 33% and 33% on the second, third and fourth anniversaries of the grant date. | In determining the award for Ms. Handler, the Committee noted overall annual compensation for her role, as well as the vesting schedules of her prior awards. |
Long-Term Incentives
No other executive officer received an equity award in 2024. For Messrs. Diller and Levin, this was due to their current equity positions.
Long-Term Incentives
| The Committee believes that the RSU awards granted pursuant to the RSU program properly align the incentives of IAC’s executive officers with those of its stockholders. |
Change of Control
Change of Control IAC equity awards granted to executive officers generally include a so-called “double-trigger” change of control provision, which provides for the acceleration of the vesting of outstanding equity awards in connection with a change of control of IAC only when an award holder suffers an involuntary termination of employment during the two-year period following such change of control. The Committee believes that providing for the acceleration of the vesting of equity awards after an involuntary termination of employment in this case will assist in the retention of IAC’s executive officers through a change of control transaction. However, Mr. Levin’s 2020 IAC restricted stock award provides for full vesting upon the consummation of a change of control of the Company. IAC’s Board and the Committee believed that this treatment was appropriate given the long-term nature of the arrangement and the voting agreement between Mr. Diller and Mr. Levin, which was an essential element of the arrangement for Mr. Levin. For purposes of this discussion and the discussion below under the Severance caption, we use the term “involuntary termination” to mean both a termination of an executive officer’s employment by IAC without “cause” and a resignation by an executive officer for “good reason” or similar construct.
Severance
Severance IAC generally provides its executive officers with some amount of salary continuation and the acceleration of the vesting of certain equity awards in the event of an involuntary termination of employment. Because IAC tends to promote its executive officers from within, after competence and commitment have generally been established, IAC believes that the likelihood of the vesting of equity awards being accelerated is typically low, and yet IAC believes that by providing this benefit, it increases the retentive effect of its equity program, which serves as IAC’s most important retention incentive. IAC generally does not provide for the acceleration of the vesting of equity awards in the event an executive officer voluntarily resigns from IAC.
Accounting for Stock-Based Compensation
The Executive Compensation section of this proxy statement sets forth certain information regarding total compensation earned by our NEOs for the years set forth below, as well as IAC equity awards granted to them in 2023 (as and if applicable), equity awards held by them on December 31, 2023 and the dollar value realized by them upon the exercise and/or vesting of equity awards (as applicable) during 2023.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | All Other Compensation ($)(2) | Total ($) | | Barry Diller Chairman and Senior Executive | 2023 | $500,000 | $2,100,000 | — | — | $804,992 | $3,404,992 | | | 2022 | $500,000 | — | — | − | $472,440 | $972,440 | | | 2021 | $500,000 | $2,500,000 | — | — | $448,184 | $3,448,184 | | Joseph Levin(3) Chief Executive Officer | 2023 | $1,000,000 | $3,500,000 | — | — | $540,756 | $5,040,756 | | | 2022 | $1,000,000 | $3,000,000 | — | — | $477,703 | $4,477,703 | | | 2021 | $1,000,000 | $4,000,000 | — | — | $365,063 | $5,365,063 | | Christopher Halpin EVP, CFO and COO | 2023 | $600,000 | $2,500,000 | $7,999,959 | — | $10,000 | $11,109,959 | | | 2022 | $549,231 | $2,000,000 | $24,999,898 | — | $10,000 | $27,559,129 | | Kendall Handler EVP and Chief Legal Officer | 2023 | $500,000 | $1,600,000 | $2,499,994 | — | $10,000 | $4,609,994 | | | 2022 | $500,000 | $1,300,000 | — | — | $30,000 | $1,830,000 | | | 2021 | $500,000 | $2,000,000 | $2,249,937 | — | $10,000 | $4,759,937 | | Mark Stein(4) (former Chief Strategy Officer) | 2023 | $550,000 | $350,000 | — | — | $10,000 | $910,000 | | | 2022 | $550,000 | — | — | — | $10,000 | $560,000 | | | 2021 | $550,000 | $2,000,000 | — | — | $10,000 | $2,560,000 |
Summary Compensation Table
(1) The amount in the table above for 2023 under the column header Stock Awards reflects the grant date fair value of IAC RSUs calculated by multiplying the closing price of IAC common stock on the grant date by the number of IAC RSUs awarded. For further details regarding this award, see footnote 1 to the table set forth under Grants of Plan-Based Awards in 2023 and footnote 2 to the table set forth under Outstanding Equity Awards at 2023 Fiscal Year-End. (2) Additional information regarding all other compensation amounts for each NEO in 2023 is as follows:
Summary Compensation Table
| | Barry Diller | Joseph Levin | Christopher Halpin | Kendall Handler | Mark Stein | | Personal use of IAC aircraft(a) | $784,342 | $530,756 | — | — | — | | 401(k) plan matching amounts by IAC | $10,000 | $10,000 | $10,000 | $10,000 | $10,000 | | Miscellaneous(b) | $10,650 | — | — | — | — | | | $804,992 | $540,756 | $10,000 | $10,000 | $10,000 |
Summary Compensation Table
(a) Pursuant to IAC’s Airplane Travel Policy, Mr. Diller is required to travel by IAC aircraft (either IAC-owned or aircraft in which IAC has purchased a fractional interest) for both business and personal purposes and Mr. Levin is encouraged to use IAC aircraft (either IAC-owned or aircraft in which IAC has purchased a fractional interest) for business and personal purposes when doing so would serve the interests of IAC. See the discussion regarding airplane travel under the Other Compensation section of the Compensation Discussion and Analysis. Amounts in the table above for Messrs. Diller and Levin reflect the incremental cost to IAC for personal use of IAC aircraft. We calculate the incremental cost to IAC for personal use based on the average variable operating costs to IAC. In the case of IAC-owned aircraft, variable operating costs include fuel, certain maintenance costs, navigation fees, on-board catering, landing fees, crew travel expenses and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of miles the IAC-owned aircraft flew to derive an average variable cost per mile. This average variable cost per mile is then multiplied by the miles flown for personal use. Incremental costs do not include fixed costs that do not change based on usage, such as pilot salaries, the purchase costs of IAC-owned aircraft, insurance, scheduled maintenance and non-trip related hangar expenses. In the case of aircraft in which IAC has purchased a fractional interest, variable costs are calculated by multiplying the hours flown for personal use by the hourly flight and fuel charges, plus airport arrival and/or departure fees (if applicable), and do not include monthly management fees for such aircraft. In the event a NEO has family members or other guests accompany him on a business or personal trip, such travel (while it does not result in any incremental cost to IAC) results in the imputation of taxable income to the relevant NEO, the amount of which is calculated in accordance with applicable Internal Revenue Service rules. (b) In the case of Mr. Diller, represents the total amount of other benefits provided to Mr. Diller, none of which individually exceeded 10% of the total value of all perquisites and personal benefits and which reflect an allocation (based on the number of personal computers and communication devices supported by IAC) of costs relating to the use by such individuals of IAC’s information technology technical support and certain communications equipment. (3) In addition to serving as Chief Executive Officer of IAC since June 2015, Mr. Levin has also served as Chief Executive Officer of Angi Inc., a publicly traded subsidiary of IAC, since October 10, 2022. For the fiscal year ended December 31, 2023, $483,333 of Mr. Levin’s 2023 salary and $1,619,667 of his bonus in respect of performance for 2023, in each case, reflected in the table above, was allocated to Angi Inc. Note 19- Related Party Transactions to IAC’s consolidated financial statements on page 153 of IAC’s annual report on Form 10-K for the fiscal year ended December 31, 2023. (4) Effective March 1, 2023, Mark Stein, former Chief Strategy Officer of IAC, stepped down from his previous role to become Senior Advisor to IAC. Upon the Effective Date, Mr. Stein ceased to be an executive officer of IAC (as defined under the rules and regulations promulgated by the SEC).
Grants of Plan-Based Awards in 2023
Grants of Plan-Based Awards in 2023 The table below provides information regarding all IAC equity awards granted to our NEOs in 2023.
Grants of Plan-Based Awards in 2023
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards(1) | | Barry Diller | — | — | — | | Joseph Levin | — | — | — | | Christopher Halpin | 2/08/2023 | 150,630(2) | $7,999,959 | | Kendall Handler | 2/08/2023 | 47,072(3) | $2,499,994 | | Mark Stein | — | — | — |
Grants of Plan-Based Awards in 2023
(1) Reflects the grant date fair value of IAC RSU awards granted to Mr. Halpin and Ms. Handler in February 2023, calculated by multiplying the closing price of IAC common stock on the grant date by the number of IAC RSUs awarded. (2) Represents IAC RSUs that vest 37.5% on the first and second anniversaries of the grant date, respectively, and 12.5% on the third and fourth anniversaries of the grant date, respectively, subject to continued service through the applicable vesting dates, and with partial vesting upon certain terminations of employment. (3) Represents IAC RSUs that vest 25%, 50% and 25% on the first, third and fourth anniversaries of the grant date, respectively, subject to continued service through the applicable vesting dates, and with partial vesting upon certain terminations of employment.
Outstanding Equity Awards at 2023 Fiscal Year-End
Outstanding Equity Awards at 2023 Fiscal Year-End The table below provides information regarding IAC stock option, RSU and restricted stock awards, Vimeo stock options and Match Group stock options (as applicable) held by our NEOs on December 31, 2023. The market value of IAC RSUs and restricted stock awards is based on the closing price of IAC common stock on December 29, 2023 ($52.38).
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Option Awards(1) | | | | Stock Awards(2) | | | | Number of securities underlying unexercised options (#) (Exercisable) | Number of securities underlying unexercised options (#) (Unexercisable) | Option exercise price ($) | Option expiration date | 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 ($) | | Barry Diller | 500,000 | — | $13.7121 | 3/29/2025 | — | — | | | 500,000 | — | $17.1397 | 3/29/2025 | — | — | | | — | — | — | — | 361,475 | $18,934,061 | | Joseph Levin | 100,000 | — | $13.4784 | 8/1/2024 | — | — | | | 200,000 | — | $15.7064 | 6/24/2025 | — | — | | | 200,000 | — | $8.2070 | 2/10/2026 | — | — | | | 300,000 | — | $15.4503 | 2/14/2027 | — | — | | | — | — | — | — | 3,000,000(3) | $157,140,000 | | Christopher Halpin | — | — | — | — | 325,536 | $17,051,576 | | Kendall Handler | 3,750 | — | $15.0437 | 3/29/2027 | — | — | | | — | — | — | — | 134,975 | $7,069,991 | | Mark Stein | — | — | — | — | 166,517 | $8,722,160 |
Outstanding Equity Awards at 2023 Fiscal Year-End
(1) In connection with the spin-off of Vimeo in 2021 (the “Vimeo Spin-Off”), each IAC stock option outstanding (all of which were vested) at the time of the Vimeo Spin-Off was split into an IAC stock option and a Vimeo stock option. In addition, in connection with the separation of the businesses within IAC’s former Match Group financial reporting segment from IAC in 2020 (the “Match Separation”), each IAC stock option outstanding (all of which were vested) at the time of the Match Separation was split into an IAC stock option and a Match Group stock option. These IAC, Vimeo and Match Group stock options otherwise have the same terms and conditions (including exercise periods) as the corresponding vested IAC stock options outstanding immediately prior to the Vimeo Spin-Off and Match Separation, as applicable. For all IAC NEOs, any value realized upon the exercise of Vimeo and/or Match Group stock options is treated for tax purposes as compensation payable to them in their respective capacities as executive officers of IAC. Accordingly, information regarding Vimeo and Match Group stock options held by IAC NEOs as of December 31, 2023 appears below and information regarding exercises of Vimeo and Match Group stock options by any NEO in any fiscal year (as applicable) will be disclosed under the caption Option Exercises and Stock Vested for the relevant year.
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Number of securities underlying unexercised Vimeo Options (#) (Exercisable) | Vimeo Option exercise price ($) | Vimeo Option expiration date | | Barry Diller | 811,750 | $4.2488 | 3/29/2025 | | | 811,750 | $5.3109 | 3/29/2025 | | Joseph Levin | 162,350 | $4.1764 | 8/1/2024 | | | 649,400 | $4.8668 | 6/24/2025 | | | 324,700 | $2.5430 | 2/10/2026 | | | 487,050 | $4.7874 | 2/14/2027 | | Kendall Handler | 6,088 | $4.6614 | 3/29/2027 | | Mark Stein | 201,750 | $4.7874 | 2/14/2027 |
Outstanding Equity Awards at 2023 Fiscal Year-End
| | Number of securities underlying unexercised Match Group Options (#) (Exercisable) | Match Group Option exercise price ($) | Match Group Option expiration date | | Joseph Levin | 431,680 | $12.9887 | 2/10/2026 | | | 647,520 | $24.4523 | 2/14/2027 | | Kendall Handler | 8,094 | $23.8088 | 3/29/2027 |
Outstanding Equity Awards at 2023 Fiscal Year-End
(2) In the case of Messrs. Diller and Stein, represents IAC RSUs that cliff vest on November 5, 2025 and February 15, 2025, respectively, subject to continued service through the vesting date, and with partial vesting upon certain terminations of employment. In the case of Mr. Levin, represents an IAC restricted stock award that generally cliff vests on the tenth anniversary of the grant date (November 5, 2020), based on the satisfaction of the IAC stock price targets (as amended to reflect the Vimeo Spin-Off) set forth below and Mr. Levin’s continued employment through the vesting date, and with partial vesting upon certain terminations of employment:
Outstanding Equity Awards at 2023 Fiscal Year-End
| IAC Stock Price | Number of Shares Vesting | | less than $110.22 | 0 | | $110.22 | 500,000 | | $140.25 | 2,000,000 | | $177.45 | 2,750,000 | | $223.32 or greater | 3,000,000 |
Outstanding Equity Awards at 2023 Fiscal Year-End
Mr. Levin may request an extension of the measurement period from ten to twelve years and IAC will consider any such request in light of the circumstances. In addition, Mr. Levin may elect to accelerate the vesting of his IAC restricted stock award on any of the sixth, seventh, eighth or ninth anniversaries of the grant date, in which case, IAC stock price performance will be measured through the applicable anniversary date, and Mr. Levin will receive a pro rata portion of his IAC restricted stock award (based on the number of years that will have then elapsed from the grant date) and any remaining shares will be forfeited. The applicable IAC stock price goals are proportionately lower (which were initially calculated based on IAC stock price growth rates from the grant date and subsequently adjusted in connection with the Vimeo Spin-Off) on the earlier vesting dates. Mr. Levin is not permitted to transfer any shares of IAC common stock acquired pursuant to an early vesting election until the tenth anniversary of the grant date. Mr. Levin has the right to vote all 3,000,000 shares of his IAC restricted stock prior to vesting, as well as receive ordinary course cash dividends (on a current, unrestricted basis) on the number of shares that would vest on the applicable dividend record date, based on IAC stock price performance through such record date. Pursuant to the terms of Mr. Levin’s IAC restricted stock award, Mr. Levin will share (by forfeiting shares otherwise earned) with IAC employees a portion of the value that he realizes, if and to the extent that the award vests, with Mr. Levin sharing a greater proportion of the value increase at higher levels of IAC stock price achievement. Also pursuant to the terms of Mr. Levin’s IAC restricted stock award, in connection with the Vimeo Spin-Off, Mr. Levin received 4,870,500 shares of Vimeo restricted common stock (equal to 3,000,000 shares of IAC restricted stock that he held at such time, multiplied by 1.6235 (the Vimeo Spin-Off exchange ratio)), in addition to retaining all 3,000,000 shares of his IAC restricted common stock. The vesting of this award is subject to Mr. Levin’s continued service at Vimeo (as of the date of this proxy statement, he serves as a special advisor to Vimeo), among other conditions. In consideration of Mr. Levin’s anticipated reduced services as special advisor (in comparison to his services previously provided as Chairman of the board of directors of Vimeo), in March 2023, the number of shares of Vimeo restricted common stock held by Mr. Levin was reduced to 3,247,000 shares. In the case of Mr. Halpin, represents: (i) 174,906 IAC RSUs that vest in one lump sum installment on January 26, 2027 and (ii) 150,630 IAC RSUs that vest 37.5% on the first and second anniversaries of the grant date, respectively, and 12.5% on the third and fourth anniversaries of the grant date, respectively, in all cases, subject to continued service through the applicable vesting dates, and with partial vesting upon certain terminations of employment. In the case of Ms. Handler, represents: (i) 27,752 IAC RSUs that cliff vest on February 15, 2025, (ii) 60,151 IAC RSUs that cliff vest on November 30, 2025 and (iii) 47,072 IAC RSUs that vest 25%, 50% and 25% on the first, third and fourth anniversaries of the grant date, in all cases, subject to continued service through the applicable vesting dates, and with partial vesting upon certain terminations of employment. For a discussion of the treatment of the RSU and restricted stock awards described above in connection with certain terminations of employment, see Estimated Potential Payments Upon Termination of Change in Control. (3) Reflects the maximum number of shares of restricted IAC common stock held by Mr. Levin as of December 31, 2023; provided, however, that if shares vest, Mr. Levin would share a portion of such shares (by forfeiting shares otherwise earned) with IAC employees as described in footnote 2 above.
2023 Option Exercises and Stock Vested
2023 Option Exercises and Stock Vested Set forth in the table below is information regarding the number of shares acquired by IAC NEOs upon the exercise of IAC stock options and the vesting of IAC RSUs in 2023 and the related value realized (if any), excluding the effect of applicable taxes. None of our NEOs exercised any IAC or Vimeo stock options in 2023.
2023 Option Exercises and Stock Vested
| Name | Number of IAC Shares Acquired Upon Vesting (#) | Value Realized Upon Vesting ($) | | Barry Diller | — | — | | Joseph Levin(1) | — | — | | Christopher Halpin(2) | 19,434 | $1,055,266 | | Kendall Handler | — | — | | Mark Stein | — | — |
2023 Option Exercises and Stock Vested
(1) Mr. Levin exercised Match Group stock options in 2023. In connection with this exercise, he realized value in the amount of $8,581,585, which is equal to the difference between the exercise price of such stock options and the fair market value per share of Match Group common stock at the time of exercise, multiplied by the number of stock options exercised. (2) Represents the dollar value realized by Mr. Halpin upon the vesting of IAC RSUs, which is equal to the closing price of IAC common stock on the vesting date, multiplied by the number of IAC RSUs that vested.
Estimated Potential Payments Upon Termination or Change in Control
Estimated Potential Payments Upon Termination or Change in Control Certain IAC employment agreements, equity award agreements and/or omnibus stock and annual incentive plans entitle IAC NEOs to continued base salary payments, the acceleration of the vesting of IAC equity awards and/or extended post-termination exercise periods for stock options upon certain terminations of employment (including certain terminations during specified periods following a change in control of IAC). In addition, pursuant to the terms of Mr. Levin’s IAC restricted stock award, he is entitled to the acceleration of the vesting of 100% of such award upon a change in control of IAC.
Amounts and Benefits Payable Upon a Change in Control
| Pay Versus Performance Disclosure |
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | Average Compensation Actually Paid to Non-CEO NEOs(4) ($) | Value of Initial Fixed $100 Investment based on: | | GAAP Net Earnings (Loss) | | | | | | | Company TSR(5) ($) | Industry Index TSR(5) ($) | | | 2023 | $5,040,756 | $16,132,356 | $5,008,736 | $6,606,274 | $125.65 | $222.87 | $265,942,000 | | 2022 | $4,477,703 | $(156,075,397) | $7,730,392 | $(9,642,661) | $106.50 | $133.55 | $(1,170,170,000) | | 2021 | $5,365,063 | $(93,995,837) | $2,798,740 | $(5,183,712) | $313.54 | $204.24 | $597,547,000 | | 2020 | $202,403,426 | $333,730,467 | $32,166,360 | $40,668,833 | $302.20 | $148.89 | $269,726,000 |
Pay Versus Performance Table
(1) Represents the amount of total compensation reported for Mr. Levin for each fiscal year in the Total column of the Summary Compensation Table on page 39. Mr. Levin has served as our Chief Executive Officer for all fiscal years shown in the table above. (2) In accordance with Item 402(v), the following adjustments were made to the amounts reported for Mr. Levin for each applicable fiscal year in the Total column of the Summary Compensation Table on page 39 to arrive at CAP:
Pay Versus Performance Table
| Year | Summary Compensation Table Total for CEO ($) | Minus Reported Value of Equity Awards ($) | Plus (Minus) Equity Award Adjustments(a) ($) | Compensation Actually Paid to CEO ($) | | 2023 | $5,040,756 | — | $11,091,600 | $16,132,356 | | 2022 | $4,477,703 | — | $(160,553,100) | $(156,075,397) | | 2021 | $5,365,063 | — | $(99,360,900) | $(93,995,837) | | 2020 | $202,403,426 | $196,080,294 | $327,407,335 | $333,730,467 |
Pay Versus Performance Table
(a) Represents adjustments to the fair value of Mr. Levin’s IAC equity award holdings shown in the table above in accordance with Item 402(v), which were as follows:
Pay Versus Performance Table
| Year | Year End Fair Value of Equity Awards Granted in the Year ($) | Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Change in Fair Value of Equity Awards Granted in Prior Years that Vested in Year ($) | Total Equity Award Adjustments ($) | | 2023 | — | $11,091,600 | — | $11,091,600 | | 2022 | — | $(160,553,100) | — | $(160,553,100) | | 2021 | — | $(99,360,900) | — | $(99,360,900) | | 2020 | $311,192,400 | $(45,322,181) | $61,537,116 | $327,407,335 |
Pay Versus Performance Table
The Year over Year Change in Fair Value of Outstanding and Unvested Equity Awards from and after 2021 reflects adjustments to Mr. Levin’s equity awards in connection with the Vimeo Spin-Off. (3) Represents the average of total compensation reported for our non-CEO NEOs as a group for each fiscal year in the Total column of the Summary Compensation Table on page 39 (and, in the case of former non-CEO NEOs, in the Total column of the Summary Compensation Table in prior years’ proxy statements). The names of each non-CEO NEO included for purposes of calculating the average amounts of total compensation in each fiscal year are as follows: (i) for 2023, Messrs. Diller, Halpin and Stein and Ms. Handler, (ii) for 2022, Messrs. Diller, Halpin and Stein and Ms. Handler, (iii) for 2021, Messrs. Diller and Stein, Ms. Handler and our former Executive Vice President and Chief Financial Officer, Glenn H. Schiffman, and (iv) for 2020, Messrs. Diller, Schiffman and Stein and our former Executive Vice President and General Counsel, Gregg Winiarski. (4) The dollar amounts reported in the Average CAP to Non-CEO NEOs column in the table above represent the average amount of CAP to our non-CEO NEOs as a group, calculated in accordance with Item 402(v) for each fiscal year shown in the table above. In accordance with Item 402(v), the following adjustments were made to the average amount of total compensation reported for our non-CEO NEOs as a group for each fiscal year in the Total column of the Summary Compensation Table on page 39 (and, in the case of former non-CEO NEOs, in the Total column of the Summary Compensation Table in prior years’ proxy statements):
Pay Versus Performance Table
| Year | Average Reported Summary Compensation Table Total for Non-CEO NEOs ($) | Minus Average Reported Value of Equity Awards ($) | Plus (Minus) Average Equity Award Adjustments(x) ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2023 | $5,008,736 | $2,624,988 | $4,222,526 | $6,606,274 | | 2022 | $7,730,392 | $6,249,975 | $(11,123,079) | $(9,642,661) | | 2021 | $2,798,740 | $562,484 | $(7,419,968) | $(5,183,712) | | 2020 | $32,166,360 | $28,735,300 | $37,237,773 | $40,668,833 |
Pay Versus Performance Table
(x) Represents adjustments to the average fair value of non-CEO NEO equity award holdings shown in the table above in accordance with Item 402(v), which were as follows:
Pay Versus Performance Table
| Year | Average Year End Fair Value of Equity Awards Granted in the Year ($) | Year over Year Average Change in Fair Value of Outstanding and Unvested Equity Awards ($) | Year over Year Average Change in Fair Value of Equity Awards Granted in Prior Years that Vested in the Year ($) | Total Average Equity Award Adjustments ($) | | 2023 | $2,588,908 | $1,577,648 | $55,970 | $4,222,526 | | 2022 | $2,157,174 | $(13,289,474) | $9,222 | $(11,123,079) | | 2021 | $581,986 | $(8,019,698) | $17,744 | $(7,419,968) | | 2020 | $30,613,635 | $(19,857,568) | $26,481,707 | $37,237,773 |
Pay Versus Performance Table
Total shareholder return (“TSR”) reflects the cumulative total return (assuming dividend reinvestment, as applicable) of IAC common stock and the Russell 1000 Technology Index (a peer issuer selected in accordance with applicable SEC rules), in each case, based on $100.00 invested at the close of trading on December 31, 2019 through December 30, 2023. All historical prices for IAC common stock have been adjusted to reflect the Match Separation and the Vimeo Spin-Off. Historical stock performance is not necessarily indicative of future stock performance.
Relationship Between CAP and Performance Measures
| PAY RATIO DISCLOSURE |
Relationship Between CAP and Performance Measures
| DIRECTOR COMPENSATION |
Non-Employee Director Compensation Arrangements
Non-Employee Director Compensation Arrangements The Nominating Committee of IAC’s Board has primary responsibility for establishing non-employee director compensation arrangements, which have been designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of IAC common stock to further align the interests of IAC’s non-employee directors with those of IAC’s stockholders. Arrangements in effect during 2023 provided that: (i) each non-employee director receive an annual retainer in the amount of $50,000, (ii) each member of the Audit and Compensation and Human Capital Committees (including their respective Chairpersons) receive an additional annual retainer in the amount of $10,000 and $5,000, respectively, and (iii) the Chairpersons of each of the Audit and Compensation and Human Capital Committees receive an additional annual retainer in the amount of $20,000, with all amounts being paid quarterly, in arrears. In addition, these arrangements also provided that each non-employee director receive a grant of IAC RSUs with a dollar value of $250,000 upon his or her initial election to the Board and annually thereafter upon re-election on the date of IAC’s annual meeting of stockholders, the terms of which provide for: (i) vesting in three equal installments commencing on the anniversary of the grant date, (ii) cancellation and forfeiture of unvested units in their entirety upon termination of service from IAC and its subsidiaries and (iii) full acceleration of the vesting of all units upon a change in control of IAC. IAC also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at meetings of IAC’s Board and committees thereof.
2023 Non-Employee Director Compensation
2023 Non-Employee Director Compensation The table below provides the amount of: (i) fees earned by IAC’s non-employee directors for services performed during 2023 (excluding the effect of any applicable taxes) and (ii) the grant date fair value of IAC RSU awards granted in 2023.
2023 Non-Employee Director Compensation
| | Fees Earned | | | | | Name | Fees Paid in Cash ($) | Fees Deferred ($)(1) | Stock Awards ($)(2)(3) | Total($)(4) | | Chelsea Clinton | $25,000 | $25,000 | $249,954 | $299,954 | | Michael D. Eisner | — | $50,000 | $249,954 | $299,954 | | Bonnie S. Hammer | $50,000 | — | $249,954 | $299,954 | | Bryan Lourd | — | $60,000 | $249,954 | $309,954 | | David Rosenblatt | $75,000 | — | $249,954 | $324,954 | | Maria Seferian(5) | $4,167 | — | $249,993 | $254,160 | | Alan G. Spoon | $80,000 | — | $249,954 | $329,954 | | Alexander von Furstenberg | $50,000 | — | $249,954 | $299,954 | | Richard F. Zannino | $65,000 | — | $249,954 | $314,954 |
2023 Non-Employee Director Compensation
(1) Represents the dollar value of fees deferred in the form of share units by the relevant director under IAC’s Deferred Compensation Plan for Non-Employee Directors. (2) Reflects the grant date fair value of IAC RSU awards, calculated by multiplying the closing price of IAC common stock on the grant date by the number of IAC RSUs awarded. (3) Each of Messrs. Eisner, Lourd, Rosenblatt, Spoon, von Furstenberg and Zannino and Mses. Clinton and Hammer held a total of 6,595, and Ms. Seferian held a total of 5,127, IAC RSUs, repectively, as of December 31, 2023. (4) The differences in the amounts shown above among directors reflect committee tenure and service (or lack thereof), which varies among directors. (5) Ms. Seferian was appointed to the Board on December 12, 2023.
2023 Employee Director Compensation
2023 Employee Director Compensation The table below provides information regarding compensation earned for services performed by one of IAC’s employee directors, Victor Kaufman, in 2023.
2023 Employee Director Compensation
| Name | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Victor A. Kaufman | 2023 | $100,000 | $100,000 | — | $10,000 | $210,000 |
2023 Employee Director Compensation
(1) Mr. Kaufman held a total of 27,752 IAC RSUs as of December 31, 2023, all of which vest in one lump sum installment on February 15, 2025. (2) Relates to Mr. Kaufman’s 401(k) plan match by IAC.
2023 Employee Director Compensation
| EQUITY COMPENSATION PLAN INFORMATION |