DEF 14A of Angi Inc., May 2, 2024

DEF 14A of Angi Inc.

Filed May 2, 2024 · FY20230001104659-24-055895

Open on EDGAR

  1. What are my voting choices when voting for director nominees and what votes are required to elect directors to the Angi board of directors?

    What are my voting choices when voting for director nominees and what votes are required to elect directors to the Angi board of directors? A: You may vote in favor of or withhold votes for each director nominee. The election of each of our director nominees requires the affirmative vote of a plurality of the total number of votes cast by holders of shares of Angi Class A common stock and Angi Class B common stock voting together as a single class (hereinafter collectively referred to as “Angi capital stock”), with each share of Angi Class A common stock and Angi Class B common stock representing the right to one and ten vote(s), respectively. The Angi board of directors recommends that Angi stockholders vote FOR the election of each of the director nominees.

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  3. Proposal and Required Vote

    Proposal and Required Vote At the upcoming Annual Meeting, a board of thirteen directors will be elected, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Angi board of directors). As described under the caption Information Concerning Director Nominations below, pursuant to an investor rights agreement between Angi and IAC, seven directors were nominated by IAC and the remaining six directors were nominated by the Angi board of directors. IAC has nominated Angela R. Hicks Bowman, Christopher Halpin, Kendall Handler, Joseph Levin, Glenn H. Schiffman, Mark Stein and Suzy Welch. The Angi board of directors has nominated Thomas R. Evans, Alesia J. Haas, Sandra Buchanan Hurse, Jeffrey W. Kip, Jeremy Philips and Thomas Pickett. All nominees, other than Messrs. Kip and Pickett, were previously elected to the Angi board of directors by Angi stockholders at the 2023 annual meeting of stockholders. Mr. Kip was appointed as a director in connection with his appointment as Chief Executive Officer of Angi on April 5, 2024 and Mr. Pickett, who was identified by Angi management, was appointed as a director in August 2023. Although Angi management does not anticipate that any of the director nominees will be unable or unwilling to stand for re-election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Angi board of directors. The election of each Angi director nominee requires the affirmative vote of a plurality of the total number of votes cast by holders of shares of Angi capital stock, voting together as a single class. The Angi board of directors recommends that Angi shareholders vote FOR the election of all director nominees.

  4. 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 IAC and Angi’s board of directors believe provide Angi with the perspective and judgment needed to guide, monitor and execute its strategies. Angela R. Hicks Bowman, age 51, who also goes by Angie Hicks, has been a director of Angi and served as our Chief Customer Officer since September 2017. Prior to serving in these roles, Ms. Hicks Bowman co-founded Angie’s List in 1995 and served as its Chief Marketing Officer from May 2000 to September 2017 and as a member of its board of directors from March 2013 to September 2017. Ms. Hicks Bowman earned a Bachelor of Arts in Economics from DePauw University, from which she received a Distinguished Alumni Award for Management and Entrepreneurship and the Robert C. McDermond Medal for Excellence in Entrepreneurship, and a Master of Business Administration degree from Harvard Business School. Ms. Hicks Bowman has received multiple awards for her entrepreneurial achievements, as well as her leadership in both the community and the technology field, including (among others) being awarded both the TechPoint Trailblazer Award and Harvard Business School’s Alumni Achievement Award in 2017. Ms. Hicks Bowman was nominated by IAC pursuant to the investor rights agreement. Ms. Bowman serves as Chief Customer Officer of Angi and has unique knowledge and experience regarding Angi and Angie’s List, as well as leadership and operational experience. Ms. Bowman gained this knowledge, skills and experience through her roles a Chief Customer Officer of Angi, as co-founder of Angie’s List and through her former role as Chief Marketing Officer of Angie’s List. Thomas R. Evans, age 69, has been a director of Angi since September 2017. Mr. Evans served as President and Chief Executive Officer of Bankrate, Inc. (a digital publisher of consumer financial content and rate information (“Bankrate”)) from June 2004 to December 2013, during which time he also served as a member of the board of directors of Bankrate. Following his retirement from Bankrate, Mr. Evans served as an advisor to the board of directors of Bankrate through December 2015. Prior to his tenure at Bankrate, Mr. Evans served as Chairman and Chief Executive Officer of Official Payments Corp. (a company specializing in the online processing of consumer credit card payments for government taxes, fees and fines) from August 1999 to September 2003 and as President and Chief Executive Officer of GeoCities Inc. (a community of personal websites) from March 1998 to June 1999. Prior to his digital experience, Mr. Evans was a 20-year veteran of the print magazine business, having served as President and Publisher of U.S. News & World Report, President of The Atlantic Monthly and President and Publisher of Fast Company, which he launched in 1995. Mr. Evans has served as a member of the board of directors of Shutterstock, Inc. (a provider of stock photography, stock footage, stock music and editing tools) since March 2012. When concluding that Mr. Evans should serve as a director, the Angi board of directors considered his experience as a public company chief executive officer, as well as his extensive digital experience in a variety of industries, high level of financial literacy and insight into the media industry. Alesia J. Haas, 47, has been a director of Angi since September 2017. Ms. Haas has served as Chief Financial Officer of Coinbase Global Inc. (a publicly traded cryptocurrency platform (“Coinbase”)) since April 2018. Prior to joining Coinbase, Ms. Haas served as Chief Financial Officer of Sculptor Capital Management, Inc. (formerly Och Ziff Capital Management LLC, a publicly traded, global institutional alternative asset manager (“Sculptor”)) from December 2016 to April 2018. Prior to joining Sculptor, Ms. Haas served as Chief Financial Officer of OneWest Bank, N.A. (a California based commercial bank (“OneWest Bank”)) from January 2013 until its acquisition by CIT Group Inc. in December 2015. Prior to her tenure as Chief Financial Officer of OneWest Bank, Ms. Haas served as Interim Chief Financial Officer of OneWest Bank from September 2012 to January 2013 and as Head of Strategy for OneWest Bank from March 2009 to August 2015. Ms. Haas has also served as a member of the board of directors of Vimeo, Inc. (“Vimeo”), since May 2021. When concluding that Ms. Haas should serve as a director, the Angi board of directors considered her experience as a public company chief financial officer, including her attendant risk oversight duties, and high level of financial literacy. Christopher Halpin, age 47, has been a director of Angi since June 2022. He 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 ecommerce 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 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. LLC. Mr. Halpin was nominated by IAC pursuant to the investor rights agreement. Mr. Halpin has extensive experience with consumer digital engagement and data and analytics across a range of technologies, platforms and businesses, as well as a high level of financial literacy and expertise regarding strategic transactions and investments. Kendall Handler, age 39, has been a director of Angi since December 2020. She 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 mergers 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, a New York City law firm, where she advised clients on mergers and acquisitions, corporate governance and other general corporate matters. Ms. Handler previously served as a member of the board of directors of Vimeo from May 2021 to June 2023. Ms. Handler was nominated by IAC pursuant to the investor rights agreement. Ms. Handler has expertise in mergers and acquisitions, strategic initiatives and corporate governance.

  5. Information Concerning Director Nominees

    Sandra Buchanan Hurse, age 59, has been a director of Angi since November 2021. She has served as Managing Director, Chief Human Resources Officer of GCM Grosvenor (a leading global alternative asset firm) since May 2018. In this role, Ms. Hurse is responsible for overseeing GCM Grosvenor’s global human resources function, together with its office and real estate services. In addition to her role as Managing Director, Chief Human Resources Officer, Ms. Hurse serves as a member of GCM Grosvenor’s Office of the Chairman, as well as a member of the firm’s Environmental, Social and Governance and Diversity, Equity and Inclusion committees. Prior to her tenure at GCM Grosvenor, Ms. Hurse held various positions at Bank of America from 2013 to 2018, most recently serving as the Global Head of Human Resources for Corporate and Investment Banking. Prior to her tenure at Bank of America, Ms. Hurse held leadership roles in Talent Management and Talent Acquisition at Goldman Sachs & Co. LLC from 2006 to 2013 and JP Morgan Chase & Co. from 1998 to 2006. In her not-for-profit affiliations, Ms. Hurse serves as a member of the board of directors and the Human Resources Committee of The Harlem School of Arts, a member of the Council for Urban Professionals and as co-chair of its Nominating Committee and a member of the board of directors and Finance Committee of The Thurgood Marshall College Fund. Ms. Hurse received a Bachelor of Business Administration in Finance and Sociology from Bernard M. Baruch College and a Master of Business Administration in Marketing from the University of Michigan. When concluding that Ms. Hurse should serve as a director, the Angi board of directors considered her expertise in human resources, talent management and people operations, including her extensive expertise with people strategy gained through her leadership of various global human resources functions. Jeffrey W. Kip, age 56, has served as a director and Chief Executive Officer of Angi Inc. since April 2024 and has served as Chief Executive Officer of Angi International (formerly HomeAdvisor International) since April 2016. Prior to his appointment as Chief Executive Officer of Angi, Mr. Kip served as President of Angi Inc. from November 2023 to April 2024. Prior to his service as Chief Executive Officer of Angi International, Mr. Kip served as Chief Financial Officer of IAC from March 2012 to April 2016. Before joining IAC, Mr. Kip served as Executive Vice President, Chief Financial Officer of Panera Bread Company (a national bakery-cafe concept in the United States and Canada (“Panera”)) from May 2006 to March 2012. From November 2003 until May 2006, Mr. Kip served as Panera’s Vice President, Finance and Planning, and as Vice President, Corporate Development from May 2003 until November 2003. From November 2002 until April 2003, Mr. Kip served as an Associate Director and Director at UBS (an investment banking firm), and from August 1999 until November 2002, as an Associate at Goldman Sachs & Co. LLC (an investment banking firm). Since May 2022, Mr. Kip has served on the board of directors of Berkshire Hills Bancorp, Inc. (a bank holding company) and its subsidiary, Berkshire Bank (the largest regional bank headquartered in Massachusetts and the operator of 130 branches in New England, New York and the Mid-Atlantic). When concluding that Mr. Kip should serve as a director, the Angi board of directors considered his unique knowledge and experience regarding Angi and its businesses, which he has gained through his roles as President of Angi and Chief Executive Officer of Angi International, as well as through his role as Chief Financial Officer of IAC prior to his tenure at Angi. The Angi board of directors also considered his high level of financial literacy and expertise regarding strategic transaction and investments. Joseph Levin, age 44, has served as a director and Chairman of the Angi board of directors since September 2017 and previously served as Chief Executive Officer of Angi from October 2022 through April 2024. Mr. Levin has served as Chief Executive Officer and a director of IAC since June 2015. Prior to his appointment as Chief Executive Officer of IAC, 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. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary, and he previously served in various capacities at IAC in strategic planning, M&A and finance since joining IAC in 2003. Mr. Levin has also served as a member of the board of directors of MGM Resorts International since August 2020 and previously served as a director and Chairman of the board of directors of 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 member of the board of directors of Groupon, Inc. (from March 2017 to July 2019). In addition to his for-profit affiliations, Mr. Levin serves on the Undergraduate Executive Board of Wharton School. Mr. Levin was nominated by IAC pursuant to the investor rights agreement. Mr. Levin has unique knowledge and experience regarding Angi and its businesses that he has gained through his roles as Chairman and Chief Executive Officer of Angi, as well as through his various roles with IAC since 2003, most recently in his role as Chief Executive Officer of IAC. Mr. Levin has a high level of financial literacy and expertise regarding mergers and acqusitions, investments and other strategic transactions. Jeremy Philips, age 51, has been a director of Angi since November 2021. He has been a general partner of Spark Capital (a venture capital firm responsible for early-stage funding of technology startups) since May 2014. From January 2012 until May 2014, Mr. Philips invested in various private technology companies. From June 2010 to January 2012, Mr. Philips served as the Chief Executive Officer of Photon Group Limited (a holding company listed on the Australian Securities Exchange). From 2004 to 2010, Mr. Philips held various positions of increasing responsibility with News Corporation, most recently as Executive Vice President in the Office of the Chairman. Prior to his tenure at News Corporation, among other roles, Mr. Philips co-founded and served as Vice Chairman of ecorp (a publicly traded Internet holding company). Mr. Philips has served as a member of the board of directors of TripAdvisor, Inc. (a publicly traded online travel research company) since December 2011 and previously served as a member of the board of directors of Affirm Holdings, Inc. (a publicly traded financial technology company) from 2015 through December 2021. Mr. Philips also serves as a member of the board of directors of several private Internet companies. Mr. Philips is an adjunct professor at Columbia Business School and holds a Bachelor of Arts and a Bachelor of Laws from the University of New South Wales and a Master of Public Administration from the Harvard Kennedy School of Government. When concluding that Mr. Philips should serve as a director, the Angi board of directors considered his technology and marketplace expertise, as well as his strategic and operational experience acquired through his roles as a public company chief executive officer and other executive-level positions, high level of financial literacy and expertise regarding strategic investments and transactions.

  6. Information Concerning Director Nominees

    Tom Pickett, age 55, has been a director of Angi since August 2023. He has served as Chief Revenue Officer of DoorDash, Inc. (a publicly traded leading local commerce platform (“DoorDash”)) since March 2020. Prior to joining DoorDash, Mr. Pickett served as Chief Executive Officer of Ellation (a global direct-to-consumer digital media company) from October 2014 to March 2020. From April 2004 to August 2014, Mr. Pickett served in various senior roles at Google, including roles involving general business operations, as Director of AdSense operations and as a member of the senior executive team of YouTube, most recently serving as Vice President of Content and Operations. Earlier in his career, Mr. Pickett served as an F/A-18 pilot in the U.S. Navy and was a “Top Gun” graduate. He holds a Bachelor of Science degree in Electrical Engineering, with honors, from Rensselaer Polytechnic Institute, and a Master of Business Administration from Harvard Business School. When concluding that Mr. Philips should serve as a director, the Angi board of directors considered his experience as Chief Revenue Officer of DoorDash, as well as his digital media, advertising and operational experience gleaned through his various other roles. Glenn H. Schiffman, age 54, has served as a director of Angi since June 2017. He has served as Executive Vice President and Chief Financial Officer of Fanatics, Inc. (a global digital sports platform (“Fanatics”)) since August 2021. As Chief Financial Officer of Fanatics, Mr. Schiffman is responsible for a broad set of financial and corporate functions across the entire Fanatics global enterprise, including corporate finance, M&A, treasury, financial planning and analysis, investor relations, accounting, information security, human resources, legal and corporate administration. Prior to his tenure at Fanatics, Mr. Schiffman served as Executive Vice President and Chief Financial Officer of IAC from April 2016 to August 2021 and as Chief Financial Officer of Angi from September 2017 until August 2019 and from February 2021 until July 2021. Prior to his tenure at IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, from March 2013. Prior to his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group (a merchant bank focused on advising and investing in the technology, media and telecommunications industries) from September 2011 to March 2013. Prior to joining The Raine Group, Mr. Schiffman served as Co-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and Head of Investment Banking Asia-Pacific at Lehman Brothers (and subsequently Nomura) from April 2007 to January 2010, as well as Head of Investment Banking, Americas from January 2010 to April 2011 for Nomura. Mr. Schiffman’s roles at Nomura followed Nomura’s acquisition of Lehman’s Asia business in 2008. Mr. Schiffman has also served as a member of the board of directors of Match Group and Vimeo since September 2016 and May 2021, respectively, and has served as Chairman of the board of directors of Vimeo, Inc. since March 2023. He is a member of the National Committee on United States-China Relations and a member of the Duke Children’s National Leadership Council. In Mr. Schiffman’s philanthropic efforts he focuses on endowing organizations and funding initiatives with permanent capital to make lasting change. He founded and is Chairman of the Valerie Fund Endowment, which supports children with cancer and blood disorders, created an Endowment at the Duke Medical Center to research and hopefully someday cure pediatric cancer, created an Endowment at Washington and Lee University to support Women’s Athletics and created an Endowment at Duke University to fund scholarships for athletes from underrepresented communities. Mr. Schiffman has a degree in economics and history from Duke University. He was named Institutional Investor’s CFO of the Year for the Midcap Internet Sector in 2018 and 2021. Mr. Schiffman was nominated by IAC pursuant to the investor rights agreement. Mr. Schiffman previously served as Chief Financial Officer of Angi and has also gained unique knowledge and experience regarding Angi and its businesses through his former role as Executive Vice President and Chief Financial Officer of IAC. In addition, as a result of his public and private chief financial officer roles, Mr. Schiffman has risk management experience, as well as a high level of financial literacy and expertise regarding mergers and acqusitions, investments and other strategic transactions. Mr. Schiffman also has investment banking experience, which gives him particular insight into trends in capital markets and the technology and media industries. Mark Stein, age 56, has served as a director of Angi since September 2017. Mr. Stein has served as Senior Advisor to IAC since March 2023. Prior to serving as Senior Advisor, Mr. Stein served as Executive Vice President and Chief Strategy Officer of IAC since January 2016. Prior to that time, Mr. Stein served as Senior Vice President and Chief Strategy Officer of IAC from September 2015. Mr. Stein previously served as both Senior Vice President of Corporate Development at IAC from January 2008 and Chief Strategy Officer of IAC Search & Applications, the desktop software, mobile applications and media properties that comprised IAC’s former Search & Applications segment, from November 2012. Prior to his service in these roles, Mr. Stein served in several other capacities for IAC and its businesses, including as Chief Strategy Officer of Mindspark Interactive Network from 2009 to 2012, and prior to that time as Executive Vice President of Corporate and Business Development of IAC Search & Media. Mr. Stein served on the board of directors of Match Group from October 2015 through June 2020. Mr. Stein was nominated by IAC pursuant to the investor rights agreement. Mr. Stein has unique knowledge and experience regarding Angi and its businesses that he has gained through his various roles with IAC, as well as high levels of financial literacy and legal expertise, experience in operating a variety of online consumer service businesses and expertise regarding investments, partnerships and other strategic transactions.

  7. Information Concerning Director Nominees

    Suzy Welch, age 64, has served as a director of Angi since September 2017. Ms. Welch is a Professor of Management Practice at NYU Stern, business journalist, public speaker and author of the New York Times bestseller 10-10-10: A Life Transforming Idea. Ms. Welch is also a co-author of the international best-sellers, The Real Life MBA and Winning. In addition to her writing and public speaking, Ms. Welch has served as a television commentator for numerous networks since 2002, and often can be seen on NBC and CNBC, where she serves as a commentator. She has also been a contributing editor for LinkedIn, anchoring major editorial projects. From 2010 to 2020, Ms. Welch also served as a curriculum advisor for The Jack Welch Management Institute, which she co-founded. Ms. Welch began her career working as a reporter for The Miami Herald from September 1981 through June 1985, after which she attended Harvard Business School, where she graduated as a Baker Scholar in 1988. She then worked as a management consultant at Bain & Co. before joining the Harvard Business Review as a senior editor in January 1995. She was named editor-in-chief in 2001, serving in that position until April 2002. Ms. Welch also serves on several private company and non-profit boards. Ms. Welch was nominated by IAC pursuant to the investor rights agreement. Ms. Welch has broad general business experience that she has gained through her Professorship at NYU Stern School of Business, her various affiliations with Harvard University and The Jack Welch Management Institute. She also has expertise in business leadership, strategy and organizational behavior, topics about which she has written and spoken extensively.

  8. INFORMATION CONCERNING ANGI EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

    INFORMATION CONCERNING ANGI EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS Background information about current Angi executive officers who are not director nominees is set forth below. For background information about Angi’s Chairman, Joseph Levin, and Chief Executive Officer, Jeffrey W. Kip, see the discussion under Information Concerning Director Nominees beginning on page 7. David Fleischman, age 51, has served as Chief Product Officer of Angi since February 2023. Prior to joining Angi, Mr. Fleischman served as Interim Chief Product Officer for ALSAC (the fundraising arm of St. Jude Children’s Research Hospital) from October 2022 through January 2023, where he strategized and managed the development of products to raise funds for the hospital. Prior to that time, Mr. Fleischman served as Senior Vice President of Product Development for Compass, Inc. (a real estate company) from February 2021 to October 2022, in which capacity he led the core platform and customer-facing product management teams. Prior to his tenure at Compass, Mr. Fleischman served as Chief Growth Officer of Blue Nile, Inc. (a leading online jeweler and diamond retailer) from September 2019 to February 2021, in which capacity he was responsible for end-to-end customer experiences, and as Chief Product Officer of Blue Nile, Inc. from October 2017 to September 2019, in which capacity he was responsible for executing a renewed vision for Bluenile.com and the Blue Nile Experience. Prior to that, Mr. Fleischman worked in a variety of product roles at Expedia from February 2011 until October 2017. Andrew Russakoff, age 45, has served as Chief Financial Officer of Angi since June 2022. Prior to assuming this role, Mr. Russakoff served as Vice President, Financial Planning, of IAC since February 2018. In that capacity, he partnered with the IAC executive team on investor relations and financial analysis for IAC’s portfolio of digital and media subsidiaries. Prior to joining IAC in 2015 as Senior Director, Financial Planning, Mr. Russakoff served as Vice President of Finance and Operations for GameChanger Media, Inc. (a venture-capital backed sports technology startup) from 2014 to 2015, and as Vice President of Strategy and Business Development for Pellucid Analytics (a finance-oriented technology company and data platform). Prior to that time, Mr. Russakoff was an investment banker at Credit Suisse. Since 2017, Mr. Russakoff has served as an advisor to Gatsby, a social promotions and website development startup. Kulesh Shanmugasundaram, age 48, has served as Chief Technology Officer of Angi since March 2021. Previously, Mr. Shanmugasundaram held various leadership roles at Angi’s Handy business, including as Chief Technology Officer and Senior Vice President, Engineering, since March 2016. Prior to his tenure with the Handy business, Mr. Shanmugasundaram held multiple engineering leadership roles, including Director of Engineering, at Amplify Education, Inc. from 2011 to 2015, where he built products used by millions of students in classes nationwide. Mr. Shanmugasundaram also co-founded two startup companies, Digital Assembly LLC (a digital forensics software company) and Vivic Networks LLC (a computer software company that commercialized his research in network security and digital forensics). Shannon M. Shaw, age 49, has served as Chief Legal Officer of Angi since March 2019. In her current role, Ms. Shaw oversees all legal and compliance matters across Angi’s various brands and businesses. Before joining Angi, Ms. Shaw served as Chief Counsel, Americas for dormakaba Inc. (a global provider of access control and security solutions) from August 2018 to March 2019, where she oversaw the company’s legal operations for North America, Mexico and South America. Prior to her tenure at dormakaba Inc., Ms. Shaw served as General Counsel/Chief Legal Officer of Angie’s List from September 2011 to April 2018. Prior to her tenure at Angie’s List, Ms. Shaw was a labor and employment attorney at the law firm of Barnes & Thornburg, LLP from September 2003 to September 2011, where she litigated on behalf of companies and advised national and local companies on compliance with federal and state labor and employment laws. Ms. Shaw also served as Media Relations Coordinator at Clarian Health Partners (a large hospital conglomerate) from 1997 to 2000.

  9. Philosophy and Objectives

    Philosophy and Objectives Angi’s executive officer compensation program is designed to increase long-term value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable us to meet Angi’s growth objectives. When establishing compensation packages for a given executive, we follow a flexible approach, and make decisions based on a host 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 relevant individual, competitive survey data, internal equity considerations and other factors we deem relevant at the time. Similarly, we do not follow an arithmetic approach to establishing ongoing compensation levels and measuring and rewarding short-term and long-term performance, as we believe this approach often fails to adequately take into account the multiple factors that contribute to success at the individual executive officer and business level. In any given period, we may have multiple objectives, and these objectives (and their relative importance) often change as the competitive and strategic landscape shifts, even within a given compensation cycle. As a result, formulaic approaches often over-compensate or under-compensate a given performance level. Accordingly, we have historically avoided the use of strict formulas in our compensation practices and have relied primarily on a discretionary approach. While we consider market data in establishing broad compensation programs and practices and periodically assess the compensation associated with particular executive positions, we do not definitively rely on competitive survey data or any benchmarking information in establishing executive compensation. We make decisions based on a host of factors particular to a given executive officer’s situation, including those described above and our understanding of the current environment, and believe that over-reliance on survey data (or a benchmarking approach) is too rigid and stale for the dynamic and fast changing marketplace for talent in which we participate.

  10. Compensation Elements

    In setting particular equity award levels, the predominant objectives have been providing effective retention incentives, appropriate rewards for past performance and incentives for strong future performance. Appropriate levels to meet these goals may vary from year to year, and from individual to individual, based on a variety of factors. The annual corporate performance factors relevant to setting bonus amounts that were discussed above are also taken into account, although equity awards tend to be more forward-looking, and are a longer-term retention and reward instrument than annual bonuses. For the equity awards described below, vesting is conditioned upon the NEO’s continued service through the applicable vesting date(s) and with partial vesting upon certain terminations of employment. 2023 Equity Awards. In late 2022 and early 2023, the Committee reviewed outstanding equity awards held by our NEOs, other executive officers and other employees, after which the Committee granted the following Angi RSUs to our NEOs with the following grant date fair values:

  11. Compensation Elements

    | Named Executive Officers | 2023 RSU Grants | | Joseph Levin | — | | Andrew Russakoff | $1,000,000 | | Jeffrey W. Kip | $4,180,000 | | David Fleischman | $4,999,999 | | Kulesh Shanmugasundaram | $2,000,000 |

  12. Compensation Elements

    The Angi RSUs granted to our NEOs in 2023 will vest, subject to continued service and with partial vesting upon certain terminations of employment, as described in footnote 3 to the table set forth under the caption Grants of Plan-Based Awards in 2023.

  13. 2023 Employment Related Arrangements

    2023 Employment Related Arrangements In connection with Mr. Kip’s appointment as President of Angi, Angi and Mr. Kip entered into an employment agreement (the “Kip Employment Agreement”), effective as of November 13, 2023. And, in connection with his appointment as Chief Executive Officer of Angi, the Kip Employment Agreement was amended by way of an amendment, dated as of April 5, 2024, between Angi and Mr. Kip. As amended, the Kip Employment Agreement has a scheduled term of one year from the effective date and provides for automatic renewals for successive one-year terms absent written notice from Angi or Mr. Kip ninety (90) days prior to the expiration of the then current term. As amended, the Kip Employment Agreement provides that during the term, Mr. Kip shall be eligible to receive an annual base salary (currently $650,000, and prior to his appointment as Chief Executive Officer of Angi, $600,000), discretionary annual cash bonuses with a target amount equal to 100% of his annual base salary, equity awards and such other employee benefits as may be reasonably determined by the Compensation and Human Capital Committee from time to time. Pursuant to the Kip Employment Agreement: (i) Mr. Kip received a grant of 2,200,000 Angi RSUs, vesting in four (4) equal annual installments on the first, second, third and fourth anniversaries of the effective date, subject to continued service, and (ii) in the case of equity awards denominated in shares of Angi subsidiaries held by Mr. Kip, all unvested awards were forfeited and canceled and all vested awards were exercised, in each case, as of the effective date. In addition, Mr. Kip received a grant of 2,800,000 performance restricted stock units in connection with his appointment as Chief Executive Officer of Angi. For a description of such award, see Angi’s Current Report on Form 8-K filed with the SEC on April 9, 2024 and the performance stock unit agreement filed as Exhibit 10.2 thereto. In connection with Mr. Fleischman’s appointment as Chief Product Officer, Angi and Mr. Fleischman entered into an employment agreement (the “Fleischman Employment Agreement”), effective as of February 6, 2023. The Fleischman Employment Agreement has a scheduled term of one year from the effective date and provides for automatic renewals for successive one-year terms absent written notice from Angi or Mr. Fleischman 90 days prior to the expiration of the then current term. The Fleischman Employment Agreement provides that during the term, Mr. Fleischman shall be eligible to receive an annual base salary (initially $400,000), discretionary annual cash bonuses with a target amount equal to 50% of his annual base salary, equity awards and such other employee benefits as may be reasonably determined by the Compensation and Human Capital Committee from time to time. Pursuant to the Fleischman Employment Agreement, Mr. Fleischman received: (i) a $250,000 signing bonus, and (ii) Angi RSUs with a grant date value of $3,000,000 that vest in four (4) equal annual installments on the first, second, third and fourth anniversaries of the effective date, subject to continued service. Each of the Kip Employment Agreement, as amended, and the Fleischman Employment Agreement (the “Employment Agreements”) provides that upon a termination of employment by Angi without “cause” (as defined in the applicable Employment Agreement) and other than by reason of death or disability, resignation for “good reason” (as defined in the applicable Employment Agreement) or the timely delivery of a non-renewal notice by Angi (a “Qualifying Termination”), subject to the relevant executive’s execution and non-revocation of a release and compliance with the restrictive covenants set forth below: (i) Angi shall continue to pay such NEO his annual base salary for one (1) year following such Qualifying Termination (the “Severance Period”), subject to offset for amounts received from other employment during the Severance Period, (ii) all outstanding and unvested Angi equity awards (including cliff vesting awards, if any, which shall be pro-rated as though such awards had an annual vesting schedule) held by such NEO as of the date of such Qualifying Termination that would have otherwise vested during the Severance Period shall vest as of the date of such Qualifying Termination; and (iii) with respect to Mr. Fleischman only, any then-vested options or stock appreciation rights of him (including any such awards vesting as a result of (ii) above) to acquire Angi equity shall remain exercisable through the earlier of (A) the scheduled expiration date of such awards and (B) 18 months following his termination of employment. Pursuant to each Employment Agreement, the NEO is bound by a covenant not to compete with Angi and its businesses during the term of his employment and the Severance Period and by covenants not to solicit Angi employees or business partners during the term of his employment and for twelve (12) months after a Qualifying Termination. In addition, each NEO has agreed not to use or disclose any confidential information of Angi or its affiliates and to be bound be customary covenants relating to proprietary rights and the related assignment of such rights. Employment agreements between Angi and Messrs. Russakoff and Shanmugasundaram were filed as Exhibits 10.13 and 10.11, respectively, to Angi’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

  14. Change of Control

    Change of Control Angi equity awards held by NEOs and certain other executive officers generally include a “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 only when an award holder suffers an involuntary termination of employment during the two-year period following such change of control. We believe that providing for the acceleration of the vesting of equity awards in these circumstances will assist in the retention of our executive officers through a change of control transaction. For purposes of this discussion and the discussion below under the Severance caption, the term “involuntary termination” means a termination by Angi without cause or a resignation for good reason or similar construct.

  15. Severance

    Severance We generally provide our NEOs and certain other executive officers with some amount of salary continuation and the acceleration of the vesting of some equity awards in the event of an involuntary termination of employment. Because we tend to promote our executive officers from within, after competence and commitment have generally been established, we believe that the likelihood of the vesting of equity awards being accelerated is typically low, and yet we believe that by providing this benefit we increase the retentive effect of our equity program, which serves as our most important retention incentive. Angi generally does not provide for the acceleration of the vesting of equity awards in the event an executive officer voluntarily resigns from Angi.

  16. EXECUTIVE COMPENSATION

    EXECUTIVE 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 Angi RSUs 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 vesting or exercise of equity awards (as applicable) during 2023.

  17. Summary Compensation Table

    Summary Compensation Table

  18. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Joseph Levin Chief Executive Officer (from October 10, 2022 to April 2024)(3) | 2023 | $483,333 | $1,619,667 | — | — | $2,103,000 | | | 2022 | $120,472 | $330,000 | — | — | $450,472 | | Andrew Russakoff Chief Financial Officer (effective June 9, 2022) | 2023 | $400,000 | $325,000 | $1,000,000 | $9,900 | $1,734,900 | | | 2022 | $192,134 | $315,000 | $4,699,997 | $5,308 | $5,212,439 | | Jeffrey W. Kip President (from November 13, 2023 to April 2024) & Chief Executive Officer, Angi International(4) | 2023 | $577,404 | $500,000 | $4,180,000 | $10,000 | $5,267,404 | | | 2022 | $575,000 | $350,000 | — | $10,000 | $935,000 | | | 2021 | $575,000 | $300,000 | — | $10,000 | $885,000 | | David Fleischman Chief Product Officer (from February 6, 2023)(5) | 2023 | $364,154 | $350,000 | $4,999,999 | $7,846 | $5,721,999 | | Kulesh Shanmugasundaram Chief Technology Officer (from March 25, 2021)(6) | 2023 | $500,000 | $255,000 | $2,000,000 | $9,808 | $2,764,808 | | | 2022 | $400,769 | $250,000 | $1,499,996 | $8,250 | $2,159,015 | | | 2021 | $382,527 | $250,000 | $3,199,978 | $8,087 | $3,840,591 |

  19. Summary Compensation Table

    (1) The amounts in the table above under the column header Stock Awards reflect the grant date fair value of Angi awards, calculated by multiplying the closing price of Angi Class A common stock on the grant date by the number of Angi RSUs awarded. (2) Represents 401(k) matching amounts from Angi in 2023. (3) Mr. Levin served as Chief Executive Officer of Angi from October 10, 2022 through April 5, 2024, director and Chairman of the Angi board of directors since September 2017 and Chief Executive Officer of IAC since June 2015. Amounts in the table above for Mr. Levin reflect those portions of his IAC base salary and discretionary cash bonus for allocated to Angi for his services as Chief Executive Officer of Angi for the applicable periods. See Compensation Discussion and Analysis on page 30 and Certain Relationships and Related Person Transactions — Relationships Involving IAC — Allocation of Chief Executive Officer Compensation and Certain Costs on page 55. (4) Mr. Kip was appointed Chief Executive Officer of Angi on April 5, 2024. Amounts in the table above reflect: (i) for 2023, compensation in respect of his service as President of Angi from November 13, 2023 and Chief Executive Officer of Angi International for the entirety of 2023, and (ii) for 2022 and 2021, compensation in respect of his service as Chief Executive Officer of Angi International for the entirety of both such fiscal years. (5) In 2023, Mr. Fleischman received a sign-on bonus of $250,000 and a $100,000 cash bonus in respect of his 2023 performance. Prior to his appointment as Chief Technology Officer, Mr. Shanmugasundaram served as Chief Technology Officer and Senior Vice President, Engineering, of Angi’s Handy business prior to March 25, 2021.

  20. Grants of Plan-Based Awards in 2023

    Grants of Plan-Based Awards in 2023 The table below provides information regarding Angi awards granted to our NEOs in 2023.

  21. 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) | | Joseph Levin(2) | — | — | — | | Andrew Russakoff(3) | 3/1/2023 | 400,000 | $1,000,000 | | Jeffrey W. Kip(3) | 11/13/2023 | 2,200,000 | $4,180,000 | | David Fleischman(3) | 2/6/2023 | 1,766,784 | $4,999,999 | | Kulesh Shanmugasundaram(3) | 3/1/2023 | 800,000 | $2,000,000 |

  22. Grants of Plan-Based Awards in 2023

    (1) Represents the grant date fair value of Angi RSUs, calculated by multiplying the closing price of Angi Class A common stock on the grant date by the number of Angi RSUs awarded. (2) Mr. Levin did not receive any Angi or IAC equity awards in 2023. (3) Represents Angi RSUs that vest in equal installments over four years on the anniversary of the grant date, subject to continued service through the vesting date, and with partial vesting upon certain terminations of employment.

  23. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The table below provides information regarding equity awards denominated in shares of Angi Class A common stock held by our NEOs (all Angi RSUs) held by our NEOs as of December 31, 2023. The market value of Angi RSUs set forth in the table below is based on the closing price of Angi Class A common stock on December 29, 2023 ($2.49). None of our NEOs held any Angi stock options, stock appreciation rights, shares of restricted stock or other similar awards as of December 31, 2023, but certain NEOs held stock option awards of IAC, Match Group and/or Vimeo as of December 31, 2023, as described in the footnotes to the table below.

  24. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Angi Stock Awards(1)(2) | | | Name | Number of shares or units of stock that have not vested (#) | Market value of share or units of stock that have not vested ($) | | Joseph Levin(3) | — | — | | Andrew Russakoff(4) | 1,125,490 | $2,802,470 | | Jeffrey W. Kip(5) | 2,236,928 | $5,569,951 | | David Fleischman(6) | 1,766,784 | $4,399,292 | | Kulesh Shanmugasundaram(7) | 1,039,467 | $2,588,273 |

  25. Outstanding Equity Awards at 2023 Fiscal Year-End

    (1) For a discussion of the treatment of the Angi RSUs described above in connection with certain terminations of employment or a change in control of Angi, see Estimated Potential Payments Upon Termination or Change in Control. Messrs. Levin and Russakoff also held vested stock options to purchase shares of IAC, Match Group and Vimeo (collectively referred to as the “Options”). All of the Options vested prior to their tenure with Angi. As a result, no expense for these awards was (or will be) allocated to Angi. Any value realized upon the exercise of the Options will be treated for tax purposes as compensation payable to Messrs. Levin or Russakoff, as applicable, in his capacity as an executive officer of IAC and Angi, respectively. Accordingly, information regarding IAC, Match Group and/or Vimeo stock options held by Messrs. Levin and Russakoff as of December 31, 2023 appears below and information regarding exercises of IAC, Match Group and/or Vimeo stock options by either of them in any fiscal year (as applicable) will be disclosed under the caption Option Exercises and Stock Vested for the relevant year.

  26. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | IAC Option Awards | | | | | | Number of securities underlying unexercised options (#) | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | | | (Exercisable) | (Unexercisable) | | | | 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 | | Andrew Russakoff | 1,125 | — | $15.1291 | 5/26/2025 | | | 3,750 | — | $8.2070 | 2/10/2026 | | | 4,493 | — | $15.4503 | 2/14/2027 |

  27. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Match Group Option Awards | | | | | | Number of securities underlying unexercised options (#) | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | | | (Exercisable) | (Unexercisable) | | | | Joseph Levin | 431,680 | — | $12.9887 | 2/10/2026 | | | 647,520 | — | $24.4523 | 2/14/2027 | | Andrew Russakoff | — | — | — | — |

  28. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | Vimeo Option Awards | | | | | | Number of securities underlying unexercised options (#) | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | | | (Exercisable) | (Unexercisable) | | | | Joseph Levin | 162,350 | — | $4.1764 | 8/01/2024 | | | 649,400 | — | $4.8668 | 6/24/2025 | | | 324,700 | — | $2.5430 | 2/10/2026 | | | 487,050 | — | $4.7874 | 2/14/2027 | | Andrew Russakoff | 2,000 | — | $2.543 | 2/10/2026 |

  29. Outstanding Equity Awards at 2023 Fiscal Year-End

    (3) As of December 31, 2023, Mr. Levin did not hold any equity awards denominated in shares of Angi Class A common stock. However, as of December 31, 2023, Mr. Levin held an unvested IAC restricted stock award (3,000,000 shares with a value of $157,140,000 (based on the closing price of IAC common stock on December 29, 2023 ($52.38)). A portion of the expense related to this restricted stock award (approximately $6.7 million) was allocated to Angi for 2023 and a portion of the expense related to this award will be allocated to Angi in the manner discussed under the captions Compensation Discussion and Analysis on page 30 and Certain Relationships and Related Person Transactions — Relationships Involving IAC — Allocation of Chief Executive Officer Compensation and Certain Costs on page 55. Mr. Levin’s IAC restricted stock award generally cliff vests on the tenth anniversary of the grant date (November 5, 2020), based on the satisfaction of the IAC stock price targets set forth below and Mr. Levin’s continued employment with IAC through the vesting date, with partial vesting upon certain terminations of employment:

  30. 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 |

  31. 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 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 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. For additional information regarding Mr. Levin’s IAC restricted stock award, see the table under the caption Outstanding Equity Awards at 2023 Fiscal Year-End in IAC’s 2024 Proxy Statement. (4) Represents: (i) 392,157 Angi RSUs that vest in equal installments over three years (the last two of three equal installments) on the anniversary of the grant date (June 9, 2022), (ii) 333,333 Angi RSUs that vest in one lump sum installment on February 15, 2025, and (iii) 400,000 Angi RSUs that vest in equal installments over four years on the anniversary of the grant date (March 1, 2023), in each case, subject to continued service and with partial vesting upon certain terminations of employment. (5) Represents: (i) 36,928 Angi RSUs that vested in equal remaining annual installments (the last of four equal annual installments) on February 15, 2024, and (ii) 2,200,000 Angi RSUs that vest in four equal installments on November 12, 2024, 2025, 2026 and 2027, subject to continued service and with partial vesting upon certain terminations of employment. (6) Represents Angi RSUs that vest/vested in four equal installments on February 6, 2023, 2024, 2025 and 2026 (the last three of four equal installments), subject to continued service and with partial vesting upon certain terminations of employment. Represents: (i) 25,413 Angi RSUs that vested/vest in six equal bi-annual installments (the last two of six equal bi-annual installments) every six months during the period from April 19, 2023 through October 19, 2024, (ii) 72,411 Angi RSUs that vest in two equal annual installments (the last two of four equal annual installments) on the third and fourth anniversaries of the grant date (March 25, 2021), (iii) 141,643 Angi RSUs that vest in equal installments (the last two of three annual installments) on the second and third anniversaries of the grant date (March 1, 2022), and (iv) 800,000 Angi RSUs that vest in four equal installments on the anniversary of the grant date (March 1, 2023), in each case, subject to continued service and with partial vesting upon certain terminations of employment.

  32. 2023 Option Exercises and Stock Vested

    2023 Option Exercises and Stock Vested The table below provides information regarding the number of shares of Angi Class A common stock acquired by our NEOs upon the vesting of Angi RSUs in 2023 and the related value realized, excluding the effect of any applicable taxes. The dollar value realized upon the vesting of Angi RSUs represents the closing price of Angi Class A common stock on the vesting date, multiplied by the number of Angi RSUs so vesting. None of our NEOs exercised any Angi stock option, stock appreciation rights and/or other similar equity awards in 2023.

  33. 2023 Option Exercises and Stock Vested

    | | Stock Awards | | | Name | Number of Shares Acquired Upon Vesting (#) | Value Realized Upon Vesting ($) | | Joseph Levin(1) | — | — | | Andrew Russakoff | 196,078 | $625,498 | | Jeffrey W. Kip(2) | 36,927 | $102,288 | | David Fleischman | — | — | | Kulesh Shanmugasundaram | 132,439 | $303,178 |

  34. 2023 Option Exercises and Stock Vested

    (1) During 2023, Mr. Levin did not hold (and as of the date of this proxy statement does not hold) any equity awards denominated in shares of Angi Class A common stock or shares of any Angi subsidiary. No shares of IAC common stock were acquired by Mr. Levin upon the exercise or vesting of IAC equity awards in 2023. 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) During 2023, certain SARs of an Angi subsidiary held by Mr. Kip were exercised, in connection with which he realized value of $884,400, excluding the effect of any applicable taxes.

  35. Estimated Potential Payments Upon Termination or Change in Control

    Estimated Potential Payments Upon Termination or Change in Control Overview As described in detail below, certain of our employment agreements and equity award agreements, as well as our omnibus stock and annual incentive plan and as certain other arrangements, entitle our NEOs (other than Mr. Levin) to continued base salary payments and the acceleration of the vesting of Angi RSUs upon certain terminations of their employment with Angi (including during specified periods following a change in control of Angi) and certain other benefits. Certain amounts that would have been payable to Messrs. Russakoff, Kip, Fleischman and Shanmugasundaram upon the events described below (as and if applicable), assuming the relevant event occurred on December 31, 2023, are described and quantified in the table below. These amounts, which exclude the effect of any applicable taxes, are based on the applicable NEO base salary as of December 31, 2023, the number of unvested Angi RSUs outstanding and held by the applicable NEO on December 31, 2023, and the closing price of Angi Class A common stock ($2.49) on December 29, 2023. In the case of Mr. Levin, pursuant to his employment agreement with IAC and the award agreement related to his IAC restricted stock award, Mr. Levin is entitled to continued base salary payments, the acceleration of the vesting of all or some of his IAC restricted stock award and extended post-termination exercise periods for his IAC, Match and Vimeo options upon certain terminations of his employment with IAC (including during specified periods following a change in control of IAC). For information regarding these arrangements, see Estimated Potential Payments Upon Termination or Change in Control — Amounts and Benefits Payable Upon a Qualifying Termination — Mr. Levin in the IAC 2024 Proxy Statement. Amounts and Benefits Payable Upon a Qualifying Termination Messrs. Russakoff, Kip, Fleischman and Shanmugasundaram. Information below reflects employment arrangements in effect between Angi and its NEOs as of December 31, 2023. Upon a Qualifying Termination on December 31, 2023, except as otherwise set forth below, each of Messrs. Russakoff, Kip, Fleischman and Shanmugasundaram would have been entitled (subject to the execution and non-revocation of a release and compliance with customary post-termination covenants) to: • receive base salary for the Severance Period, subject to offset for any amounts earned from other employment during the Severance Period; and • the partial vesting of outstanding and unvested Angi RSUs (including cliff vesting awards, which shall be subject to pro-ration as though such awards had an annual vesting schedule) in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the Severance Period; provided, however, that with respect to any awards subject to performance goals, the vesting of such awards shall in all events be subject to the satisfaction of the applicable performance goals. For Messers. Russakoff, Kip and Fleischman, “good reason” means: (i) a material diminution in base salary or (ii) a material diminution in title, duties or level of responsibilities. For Mr. Shanmugasundaram, “good reason” means: (i) a material diminution in base salary, (ii) a material diminution in title, duties or level of responsibilities or (iii) a material relocation of his principal place of employment, in each case without his prior written consent. Amounts and Benefits Payable Upon a Change in Control No payments would have been made to any of our NEOs pursuant to any agreement between any of them and Angi upon a change in control of Angi (as defined in our omnibus stock and annual incentive plan) on December 31, 2023. Upon a Qualifying Termination on December 31, 2023 that occurred during the two year period following a change in control of Angi (as defined in our omnibus stock and annual incentive plan), all then outstanding and unvested Angi RSUs held by our NEOs would have vested. In the case of Mr. Levin, pursuant to the terms of his IAC restricted stock award, 100% of this award (3,000,000 shares with a value of $157,140,000) would have vested upon a change in control of IAC as of December 31, 2023. In addition, upon a Qualifying Termination on December 31, 2023 that occurred during the two year period following a change in control of IAC, all then outstanding and unvested IAC equity awards then held by Mr. Levin (3,000,000 shares with a value of $157,140,000) would have vested. For additional information regarding these arrangements, see Estimated Potential Payments Upon Termination or Change in Control — Amounts and Benefits Payable Upon a Change in Control in the IAC 2024 Proxy Statement. Amounts and Benefits Payable to NEOs Upon a Qualifying Termination (Including Following a Change in Control) and Change in Control on December 31, 2023

  36. Estimated Potential Payments Upon Termination or Change in Control

    | Name and Benefit | Qualifying Termination | Qualifying Termination During the Two-Year Period Following a Change in Control | | Joseph Levin | — | — | | Andrew Russakoff | | | | Continued Salary | $400,000 | $400,000 | | Market Value of Angi RSUs that would vest(1) | $1,290,567 | $1,806,470 | | Total Estimated Incremental Value | $1,690,567 | $2,206,470 | | Jeffrey W. Kip | | | | Continued Salary | $600,000 | $600,000 | | Market Value of Angi RSUs that would vest(1) | $1,461,451 | $5,569,951 | | Total Estimated Incremental Value | $2,061,451 | $6,169,951 | | David Fleischman | | | | Continued Salary | $400,000 | $400,000 | | Market Value of Angi RSUs that would vest(1) | $1,099,823 | $1,099,823 | | Total Estimated Incremental Value | $1,499,823 | $1,499,823 | | Kulesh Shanmugasundaram | | | | Continued Salary | $500,000 | $500,000 | | Market Value of Angi RSUs that would vest(1) | $769,004 | $4,399,292 | | Total Estimated Incremental Value | $1,269,004 | $4,899,292 |

  37. Estimated Potential Payments Upon Termination or Change in Control

    Represents the closing price of Angi Class A common stock ($2.49) on December 29, 2023, multiplied by the number of Angi RSUs that would have vested upon the occurrence of the relevant event specified above.

  38. PAY VERSUS PERFORMANCE DISCLOSURE

    PAY VERSUS PERFORMANCE DISCLOSURE As required by Item 402(v) of Regulation S-K (“Item 402(v)”), we are providing certain disclosure regarding executive compensation for our current and former Chief Executive Officers and our other 2023 and former NEOs as a group (collectively, the “non-CEO NEOs”) on an average basis, as well as certain performance measures, for the fiscal years ended December 31, 2023, 2022, 2021 and 2020. Amounts for Compensation Actually Paid in the tables below have been calculated in accordance with Item 402(v) and do not represent amounts actually earned by or paid to our current and former NEOs for the fiscal years ended December 31, 2023, 2022, 2021 and 2020. A substantial portion of the amounts reported in the Compensation Actually Paid columns in the tables below relates to changes in the fair value of unvested Angi equity awards over the course of the relevant fiscal year and fiscal year over fiscal year. The fair value of such awards changes as the market price of Angi Class A common stock changes, and the vesting of such awards is subject to continued service through the applicable vesting dates (and in the case of certain awards, the satisfaction of certain performance conditions). As a result, the value that may be realized by our current NEOs related to their unvested Angi equity awards cannot be determined as of the date of this proxy statement and can only be determined on the applicable vesting dates for such awards. The valuation assumptions and methodologies, as applicable, used to calculate the fair value of Angi equity awards as of the end of each fiscal year did not materially differ from those used to calculate the value of such awards as of the applicable grant date. The fair value of outstanding Angi equity awards at vesting is calculated by multiplying the closing price of Angi Class A common stock on the vesting date by the number of awards so vesting.

  39. Pay Versus Performance Table

    Pay Versus Performance Table

  40. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for First CEO(1) ($) | Compensation Actually Paid to First CEO(2) ($) | Summary Compensation Table Total for Second CEO(1) ($) | Compensation Actually Paid to Second CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | Average Compensation Actually Paid to Non-CEO NEOs(4) ($) | Value of Initial Fixed $100 Investment based on: | | GAAP Net (Loss) Earnings | | | | | | | | | Company TSR(5) ($) | Industry Index TSR(5) ($) | | | 2023 | $2,103,000 | $2,103,000 | — | — | $3,872,278 | $4,121,707 | $29.40 | $222.87 | $(40,940,000) | | 2022 | $450,472 | $450,472 | $4,757,096 | $(24,589,004) | $3,325,411 | $(698,811) | $27.74 | $133.55 | $(128,450,000) | | 2021 | $145,647 | $(37,072,235) | $42,359,288 | $18,303,213 | $6,042,094 | $3,143,274 | $108.74 | $204.24 | $(71,378,000) | | 2020 | $11,911,322 | $41,296,389 | — | — | $3,284,792 | $10,176,061 | $155.79 | $148.89 | $(6,283,000) |

  41. Pay Versus Performance Table

    (1) Our first (and only) CEO for 2023 is Mr. Levin. Our first CEO for 2022 is Mr. Levin, who served as our Chief Executive Officer from October 10, 2022 through April 5, 2024. Our second CEO for 2022 and 2021 is Mr. Hanrahan, who served as our Chief Executive Officer from February 24, 2021 through October 10, 2022. Our first CEO for 2021 and only CEO for 2020 is William B. Ridenour, who served as our Chief Executive Officer from November 8, 2018 to February 24, 2021. In accordance with Item 402(v), the following adjustments were made to the amounts reported for Messrs. Levin and Hanrahan for each applicable fiscal year in the Total column of the Summary Compensation Table (and to amounts previously reported for Mr. Ridenour in the Total column of the Summary Compensation Table in prior years’ proxy statements) to arrive at “compensation actually paid” (“CAP”):

  42. Pay Versus Performance Table

    | Year | Summary Compensation Table Total for First CEO ($) | Minus Reported Value of Equity Awards for First CEO ($) | (Minus) Plus Equity Award Adjustments for First CEO(a) ($) | Compensation Actually Paid to First CEO ($) | Summary Compensation Table Total for Second CEO ($) | Minus Reported Value of Equity Awards for Second CEO ($) | (Minus) Plus Equity Award Adjustments for Second CEO(b) ($) | Compensation Actually Paid to Second CEO ($) | | 2023 | $2,103,000 | — | — | $2,103,000 | — | — | — | — | | 2022 | $450,472 | — | — | $450,472 | $4,757,096 | $2,444,754 | $(26,901,346) | $(24,589,004) | | 2021 | $145,647 | — | $(37,217,882) | $(37,072,235) | $42,359,288 | $41,132,595 | $17,076,520 | $18,303,213 | | 2020 | $11,911,322 | $10,603,072 | $39,988,139 | $41,296,389 | — | — | — | — |

  43. PAY RATIO DISCLOSURE

    PAY RATIO DISCLOSURE In accordance with Item 402(u) of Regulation S-K of the Securities Act of 1933, as amended, we are disclosing the ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer, Mr. Levin, for 2023 (the “2023 Pay Ratio”). For the fiscal year ended December 31, 2023: (i) the estimated median of the annual total compensation of all Angi employees (other than Mr. Levin) was approximately $77,184, (ii) Mr. Levin’s total annual compensation was $2,103,000 and (iii) the ratio of annual total compensation of Mr. Levin to the median of the annual total compensation of our other employees was approximately 27 to one. In making the determination of the median employee above, we first identified our total number of employees as of October 1, 2023 (4,055 in total, 3,406 of which were located in the United States and 650 of which were collectively located in various jurisdictions outside of the United States). We then excluded employees located in Germany (108) and France (89), which represented less than 5% of our total number of employees. After excluding these employees, our pay ratio calculation included 3,858 of our total 4,055 employees. To identify the median employee above from this employee population, we then compared the amount of annual total compensation paid to these employees in 2023 in a consistent manner across the applicable employee population. For this purpose, annual total compensation is total income, excluding income related to stock-based compensation awards, paid to such employees and reported to the Internal Revenue Service in the United States (and equivalent amounts paid to such employees located outside of the United States and reported to the relevant tax authorities). We then annualized the compensation of employees who were hired in 2023 but did not work for us for the entire year. After we identified the median employee, we determined such employee’s total annual compensation in the same manner as we determined the total annual compensation for our NEOs as disclosed in the Summary Compensation Table on page 37. The 2023 Pay Ratio set forth above is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the related pay ratio permit companies to use a wide range of methodologies, estimates and assumptions. As a result, the pay ratios reported by other companies may be based on other permitted methodologies and/or assumptions, and as a result, are likely not comparable to our 2023 Pay Ratio.

  44. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Non-Employee Director Compensation Arrangements. The Angi board of directors 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 Angi Class A common stock to further align the interests of our non-employee directors with those of our 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, former Executive Compensation and Compensation and Human Capital Committees (including their respective Chairpersons) receive an additional annual retainer in the amount of $10,000, $5,000 and $5,000, respectively, and (iii) the Chairpersons of each of the Audit, former Executive Compensation 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. Members (including the Chairpersons thereof) of both the former Executive Compensation and Compensation and Human Capital Committees only received one committee and Chairperson annual retainer during 2023. In addition, these arrangements also provide that each non-employee director receive a grant of Angi RSUs with a dollar value of $250,000 upon his or her initial election to the Angi board of directors and annually thereafter upon re-election on the date of Angi’s annual meeting of stockholders, the terms of which provide for: (i) vesting in equal installments over three years on the anniversary of the grant date, (ii) cancellation and forfeiture of unvested Angi RSUs in their entirety upon termination of service with Angi and its subsidiaries and (iii) full acceleration of the vesting of Angi RSUs upon a change in control of Angi. Directors may elect to defer the vesting and settlement of their annual Angi RSU grants by providing prior written notice to Angi. Angi also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at Angi board of directors and committee meetings. For purposes of these compensation arrangements, non-employee directors are those directors who are not employed by (or otherwise providing services to) Angi or IAC. 2023 Non-Employee Director Compensation. The table below provides the amount of: (i) fees earned by non-employee directors for services performed during 2023 and (ii) the grant date fair value of Angi RSU awards granted in 2023.

  45. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash($)(1) | Stock Awards($)(2)(3) | Total($) | | Thomas R. Evans | $85,000 | $249,997 | $334,997 | | Alesia J. Haas | $85,000 | $249,997 | $334,997 | | Sandra Buchanan Hurse | $55,000 | $249,997 | $304,997 | | Jeremy Philips | $60,000 | $249,997 | $309,997 | | Tom Pickett | $16,667(4) | $250,000 | $266,667 | | Glenn H. Schiffman | $50,000 | $249,997 | $299,997 | | Suzy Welch | $55,000 | $249,997 | $304,997 |

  46. DIRECTOR COMPENSATION

    (1) The differences in the amounts shown above among non-employee directors reflect committee service (or lack thereof), which varies among directors. (2) Amounts presented represent the grant date fair value of Angi RSU awards, calculated by multiplying the number of Angi RSUs granted by the fair market value per share of Angi Class A common stock on the grant date. (3) At December 31, 2023: (i) Mr. Evans held a total of 13,446 vested Angi stock options and 160,518 unvested Angi RSUs, (ii) Mses. Haas, Hurse and Welch and Messrs. Philips, Pickett and Schiffman held a total of 145,367, 147,878, 113,633, 116,044, 107,296 and 129,048 unvested Angi RSUs, respectively. Reflects prorated payment for service from and after Mr. Pickett’s appointment to the Angi board of directors in August 2023.