DEF 14A of Angi Inc., Apr 30, 2025

DEF 14A of Angi Inc.

Filed Apr 30, 2025 · FY20240001104659-25-041613

Open on EDGAR

  1. What are my voting choices when voting for Class I director nominees and what votes are required to elect directors to the Board?

    What are my voting choices when voting for Class I director nominees and what votes are required to elect directors to the Board? A: You may vote in favor of or withhold votes for each Class I director nominee. The election of each of our Class I 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. The Board recommends that Angi stockholders vote FOR the election of each of the Class I director nominees. Q: What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as Angi’s independent registered public accounting firm for 2025 and what votes are required to ratify this appointment? You may vote in favor of the ratification, vote against the ratification or abstain from voting on the ratification. The ratification of the appointment of Ernst & Young LLP as Angi’s independent registered public accounting firm for 2025 requires the affirmative vote of a majority of the voting power of shares of Angi Class A common stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter. The Board recommends that Angi stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as Angi’s independent registered public accounting firm for 2025. Q:

  2. PROPOSAL 1 — ELECTION OF DIRECTORS

    PROPOSAL 1 — ELECTION OF DIRECTORS

  3. Proposal and Required Vote

    Proposal and Required Vote In connection with the Spin-Off, effective March 31, 2025: (i) three then incumbent directors (Christoper Halpin, Kendall Handler and Mark Stein), all of whom were employees of IAC, resigned from the Board, and (ii) the size of the Board was reduced to ten members. In addition, the Company amended its amended and restated certificate of incorporation (the “Charter Amendment”) to provide for the Board to be divided into three classes, each to serve staggered three-year terms, until the Company’s 2032 annual meeting of stockholders. The terms of Class I, II and III directors expire at the 2025, 2026 and 2027 annual meetings of stockholders, respectively. The current members of each class of directors are as follows: • Class I: Thomas R. Evans, Alesia J. Haas, Jeffrey W. Kip and Joseph Levin; • Class II: Sandra Buchanan, Thomas C. Pickett Jr. and Glenn H. Schiffman; and • Class III: Angela R. Hicks Bowman, Jeremy G. Philips and Suzy Welch. Based on the recommendation of the Nominating and Corporate Governance Committee, the Board has nominated each of Messrs. Evans, Kip and Levin and Ms. Haas for re-election at the Annual Meeting to serve as Class I directors and, if elected at the Annual Meeting, each to hold office until the 2028 annual meeting of stockholders, or until such director’s successor has been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Angi board of directors). All of the Class I director nominees were previously elected to the Board by Angi stockholders at the 2024 annual meeting of stockholders. Although Angi does not anticipate that any of the Class I 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 Board. Proxies may not be voted for a greater number of persons than four, which is the number of Class I director nominees named in this proxy statement. The election of each Class I director nominee requires the affirmative vote of a plurality of the total number of votes cast by holders of shares of Angi Class A common stock. The Board recommends that Angi stockholders vote FOR the election of all Class I director nominees.

  4. Information Concerning Class I Director Nominees

    Information Concerning Class I Director Nominees Background information about each Class I director nominee is set forth below, including information regarding the specific experiences, characteristics, attributes and skills considered in connection with the nomination of each Class I director nominee, all of which the Board believes provide Angi with the perspective and judgment needed to guide, monitor and execute its strategies. Thomas R. Evans, age 70, 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 Board 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, 48, 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 Board considered her experience as a public company chief financial officer, including her attendant risk oversight duties, and high level of financial literacy. Jeffrey W. Kip, age 57, 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 a 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 Board considered his unique knowledge and experience regarding Angi and its businesses, that he gained through his roles as Chief Executive Officer and 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 Board also considered his high level of financial literacy and expertise regarding strategic transaction and investments. Joseph Levin, age 45, has served as a director and Executive Chairman of the Board since September 2017 and April 1, 2025, respectively, and prior to that time, served as Chairman of the Board from September 2017 to March 31, 2025. He served as Chief Executive Officer of Angi from October 2022 through April 2024 and Chief Executive Officer and a director of IAC from June 2015 to March 31, 2025. 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 served as a director of MGM Resorts International (a leader in gaming, hospitality and leisure) and Warner Bros. Discovery, Inc. (a leading global media and entertainment company) since March 2020 and January 2025, respectively. Mr. Levin previously served as a director of Turo Inc. (a peer-to-peer car sharing company in which IAC is the largest shareholder) from July 2019 until February 2025, as a director and Chairman of the board of directors of Vimeo, Inc. from May 2021 through March 2023, as a director of Match Group, Inc. from October 2015 through September 2022 and as a director 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. When concluding that Mr. Levin should serve as a director, the Board considered his unique knowledge and experience regarding Angi and its businesses that he has gained through his roles as Executive Chairman, Chairman and Chief Executive Officer of Angi, as well as through his various roles with IAC since 2003, most recently in his role as former Chief Executive Officer of IAC. Mr. Levin has a high level of financial literacy and expertise regarding mergers and acquisitions, investments and other strategic transactions.

  5. Continuing Directors

    Continuing Directors Background information about each Class II and Class III director, whose terms of office will expire at the 2026 and 2027 annual meetings of stockholders, respectively, is set forth below, including information regarding their specific experiences, characteristics, attributes and skills. Angela R. Hicks Bowman (Class III), age 52, 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 has served as a member of the Mid-US Advisory Board for Harvard Business School since May 2024. 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. When concluding that Ms. Bowman should serve as a director, the Board considered her experience as Chief Customer Officer of Angi and unique knowledge and experience regarding Angi and Angie’s List, as well as her leadership, operational and marketing experience. Sandra Buchanan (Class II), age 60, 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. Buchanan 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. Buchanan serves as a member of GCM Grosvenor’s Office of the Chairman, as well as a member of the firm’s Sustainability, and Culture committees. Prior to her tenure at GCM Grosvenor, Ms. Buchanan held various positions at Bank of America Merrill Lynch 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. Buchanan 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. Buchanan serves as a member of the board of directors and the Investment Committee of The Harlem School of Arts and the board of directors and Finance Committee of The Thurgood Marshall College Fund. Ms. Buchanan 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. Buchanan should serve as a director, the Board considered her expertise in human resources, talent management, and people operations, including her extensive expertise in people strategy, which she gained through her leadership of various global human resources functions. Jeremy G. Philips (Class III), age 52, 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 Board 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. Tom Pickett (Class II), age 56, has been a director of Angi since August 2023. He has served as Chief Executive Officer of Headspace (a private mental healthcare company) since August 2024. He previously served as Chief Revenue Officer of DoorDash, Inc. (a publicly traded leading local commerce platform (“DoorDash”)) from March 2020 until August 2024. 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. Pickett should serve as a director, the Board 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.

  6. Continuing Directors

    Glenn H. Schiffman (Class II), age 55, 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 a member of the audit committee of Match Group since 2025 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. When concluding that Schiffman should serve as a director, the Board considered his experience as Chief Financial Officer of Angi and the unique knowledge and experience regarding Angi and its businesses he gained 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 acquisitions, investments and other strategic transactions. Mr. Schiffman also has investment banking experience, which the Board believes gives him particular insight into trends in capital markets and the technology and media industries. Suzy Welch (Class III), age 65, 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 bestsellers, The Real Life MBA and Winning. Her newest book, based on her award winning class at NYU Stern, Becoming You, will be published by HarperCollins in May 2025. 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. When concluding that Ms. Welch should serve as a director, the Board considered the broad general business experience that she has gained through her Professorship at NYU Stern School of Business, as well as her 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.

  7. 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 directors is set forth below. For background information about the Chief Executive Officer of Angi, Jeffrey W. Kip, and Joseph Levin, the Executive Chairman of Angi, see the discussion under Information Concerning Class I Director Nominees. Andrew Russakoff, age 46, 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. Bailey Carson, age 40, has served as Chief Operating Officer of Angi since October 15, 2024. Prior to this appointment, Ms. Carson served as Chief Customer Experience Officer of the Company beginning in January 2024, and prior to that appointment, in the following general management roles at the Company and its businesses: (i) from November 2022 to December 2023, as General Manager of the Company’s Services business, (ii) from April 2021 to November 2022, as General Manager of the Company’s Book Now product offering, (iii) from May 2020 to April 2021, as a Category Manager of the Company’s Everyday Services category, and (iv) from August 2018 to May 2020, as Senior Vice President, Growth of Handy Technologies Inc. (acquired by the Company in October 2018). Prior to joining the Company, she served: (i) from October 2016 to August 2018, as Chief Operating Officer of Willing Beauty Company, a clean skincare brand (“Willing”), (ii) from July 2014 to October 2016, as Chief Operating Officer and Chief Financial Officer of willa, a clean skincare brand for teens (acquired by Willing’s parent company in September 2016), and (iii) from May 2013 to July 2014, as Product Manager of Compass, as residential real estate brokerage firm. Earlier in her career, Ms. Carson served as a private equity associate at Irving Place Capital and as an investment banking analyst at Lehman Brothers. Glenn Orchard, age 47, has served as Chief Growth Officer since October 15, 2024. Prior to this appointment, he served in the following marketing roles at the Company and its businesses: (i) from December 2023 to October 2024, as Senior Vice President of Digital and Growth of the Company, (ii) from October 2021 to date, as Chief Marketing Officer of Angi International and (iii) from January 2018 to September 2021, as Chief Marketing Officer of MyBuilder, a leading home services marketplace in the United Kingdom included within Angi International. Prior to joining the Company, from August 2011 to December 2017, Mr. Orchard held various marketing, commercial and e-commerce positions at Photobox Group (a European online photo print company (“Photobox”)), most recently from May 2016 to December 2017 as Marketing, Analytics and Business Intelligence Group Director. Prior to his tenure at Photobox, he held various marketing, commercial and e-commerce positions at Dixons Retail, the former European consumer electronics dealer (since renamed Currys plc) from March 2003 to March 2011, most recently from May 2008 to March 2011 as Head of Commercial — Mobile, Broadband and Content. Shannon M. Shaw, age 50, 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. Kris Boon, age 39, has served as Chief Product Officer of the Company as of March 31, 2025. Prior to this appointment, Mr. Boon served as Chief Product and Technology Officer of Angi International from April 2019. Mr. Boon previously served as a Director of Business Development at the Company’s Werkspot brand from December 2014 until April 2019. Prior to joining the Company, Mr. Boon worked at Sanoma, a European media company, in various product management and business development roles, from May 2008 until October 2014. Prior to assuming these roles, Mr. Boon co-founded InsideGamer BV, a Dutch gaming website, in February 2004 and served as its co-Chief Executive Officer until its purchase by Sanoma in April of 2008. Kulesh Shanmugasundaram, age 49, served as Chief Technology Officer of Angi from March 2021 to March 31, 2025. 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 (a digital forensics software company) and Vivic Networks (a computer software company that commercialized his research in network security and digital forensics).

  8. 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, we believe 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 and/or a benchmarking approach is too rigid and stale for the dynamic and fast changing marketplace for talent in which we participate.

  9. Compensation Elements

    2024 Equity Awards. In 2024, the Committee reviewed outstanding equity awards held by our NEOs, other executive officers and other employees in connection with the grant of annual equity awards in respect of performance for the 2023 fiscal year in early March, as well as at other relevant times of the year in connection with the appointment of Messrs. Kip and Orchard and Ms. Carson to their current roles. Following such reviews, the Committee granted the following Angi restricted stock unit (“Angi RSU”) awards to our NEOs with the following grant date fair values:

  10. Compensation Elements

    | Named Executive Officers | 2024 RSU Award Grant Date Fair Values(1) | | Jeffrey W. Kip(2) | $5,440,540 | | Joseph Levin(3) | — | | Andrew Russakoff(4) | $292,000 | | Bailey Carson(5) | $1,592,000 | | Glenn Orchard(6) | $1,946,000 | | Kulesh Shanmugasundaram(7) | $2,190,000 |

  11. Compensation Elements

    (1) The number of Angi RSUs in these footnotes does not reflect the one-for-ten reverse stock split of the shares of outstanding Angi capital stock effected on March 24, 2025 (the “Reverse Stock Split’’). (2) In connection with his appointment as Chief Executive Officer on April 5, 2024, Mr. Kip received 2,800,000 performance-based Angi RSUs (“PSUs”), the vesting of which is subject to continued service through the applicable vesting dates and the achievement of certain stock price goals on each vesting date, and with partial vesting upon certain terminations of employment (the “Kip PSU Award”). For additional information regarding the Kip PSU Award, see footnote 2 to the Grants of Plan-Based Awards in 2024 table. (3) Mr. Levin did not receive any Angi or IAC equity awards in 2024. (4) Reflects an award of 100,000 Angi RSUs in connection with the grant of annual equity awards in respect of performance for the 2023 fiscal year. In 2024, Ms. Carson received two Angi RSU awards: (i) 200,000 Angi RSUs in connection with the grant of annual equity awards in respect of performance for the 2023 fiscal year and (ii) 400,000 Angi RSUs in connection with her appointment as Chief Operating Officer. For additional information regarding these Angi RSU awards, see the Grants of Plan-Based Awards in 2024 table. In 2024, Mr. Orchard received two Angi RSU awards: (i) 350,000 Angi RSUs in connection with the grant of annual equity awards in respect of performance for the 2023 fiscal year and (ii) 400,000 Angi RSUs in connection with his appointment as Chief Growth Officer. For additional information regarding these Angi RSU awards, see the Grants of Plan-Based Awards in 2024 table. (7) Reflects an award of 750,000 Angi RSUs in connection with the grant of annual equity awards in respect of performance for the 2023 fiscal year.

  12. Change of Control

    Change of Control Angi equity awards held by our NEOs and certain other executive officers generally include a “double- trigger” change of control provision, which provides for the acceleration of the vesting of all outstanding Angi equity awards in connection with a change of control Angi when an award holder suffers an involuntary termination of employment during the two (2) year period following such change of control. We believe that providing for the acceleration of the vesting of Angi 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 of a given executive officer’s employment by Angi without cause or a given executive officer’s resignation for good reason or similar construct.

  13. 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 Angi 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 Angi 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 Angi equity awards in the event an executive officer voluntarily resigns from Angi.

  14. Policies and Practices Related to the Grant of Equity Awards

    Policies and Practices Related to the Grant of Equity Awards Angi’s general policy is to consider equity grants at scheduled meetings of the Committee, and such grants are either effective on the approval date or a specified future date. The Committee approves annual equity-based awards to NEOs and other executive officers at approximately the same time each year, typically in late February or early March, following the release of earnings results for the prior fiscal year. In addition to annual awards, NEOs and other executive officers may receive awards when they join the Company or in connection with retention efforts and promotions. In addition, the Committee has delegated to Mr. Russakoff and Ms. Shaw the authority to make grants of Angi equity awards to eligible individuals (other than Angi directors and executive officers), subject to certain limitations, generally on the first business day of each calendar month. The Committee does not take material nonpublic information into account when determining the timing and terms of equity awards, and the Company does not time the disclosure of material nonpublic information for the purpose of affecting the value of executive compensation. While there are stock options outstanding which were issued in previous years, and Angi retains the ability to award stock options under its omnibus stock and annual incentive plan, stock options have not been a component of equity compensation awarded by Angi and/or its affiliates in recent years.

  15. 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 equity awards granted to them in 2024, equity awards held by them on December 31, 2024 and the dollar value realized by them upon the vesting or exercise of equity awards (as applicable) during 2024. The number of Angi equity awards and any per share values in the table and footnotes below do not reflect the Reverse Stock Split.

  16. Summary Compensation Table

    Summary Compensation Table

  17. Summary Compensation Table

    | Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | | Jeffrey W. Kip Chief Executive Officer(3) | 2024 | $634,615 | $850,000 | $5,440,540 | $10,000 | $6,935,155 | | | 2023 | $577,404 | $500,000 | $4,180,000 | $10,000 | $5,267,404 | | | 2022 | $575,000 | $350,000 | — | $10,000 | $935,000 | | Joseph Levin Former Chief Executive Officer(4) | 2024 | $130,833 | $478,750 | — | $5,000 | $614,583 | | | 2023 | $483,333 | $1,619,667 | — | — | $2,103,000 | | | 2022 | $120,472 | $330,000 | — | — | $450,472 | | Andrew Russakoff Chief Financial Officer(5) | 2024 | $400,000 | $380,000 | $292,000 | $10,000 | $1,082,000 | | | 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 | | Bailey Carson Chief Operating Officer(6) | 2024 | $380,308 | $420,000 | $1,592,000 | $6,485 | $2,398,793 | | Glenn Orchard Chief Growth Officer(7) | 2024 | $383,451 | $234,673 | $1,946,000 | $50,790 | $2,614,914 | | Kulesh Shanmugasundaram Former Chief Technology Officer(8) | 2024 | $500,000 | $210,000 | $2,190,000 | $9,958 | $2,909,958 | | | 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 |

  18. Summary Compensation Table

    (1) In the case of Mr. Kip for 2024, the amount in the table above under the column entitled Stock Awards represents the grant date fair value of the Kip PSU Award. For additional information regarding the Kip PSU Award, see footnote 2 to the Grants of Plan-Based Awards in 2024 table. The grant date fair value of the Kip PSU Award was calculated based on a probability weighted outcome analysis of the applicable performance conditions as of the grant date that incorporated a Monte Carlo simulation of the price of Angi Class A common stock. Assuming the highest level of performance conditions will be achieved, the grant date fair value of the Kip PSU Award would have been $6,356,000. In the case of Messrs. Russakoff, Orchard and Shanmugasundaram and Ms. Carson for all years, and for Mr. Kip in 2023, the amounts in the table above under the column entitled Stock Awards represent the grant date fair value of Angi RSU awards, calculated by multiplying the closing price of Angi Class A common stock on the grant date by the number of Angi RSUs awarded. Represents: (i) in the case of Messrs. Kip, Russakoff and Shanmugasundaram and Ms. Carson, 401(k) matching amounts from Angi in the applicable year, (ii) in the case of Mr. Levin, the IAC 401(k) matching amount allocated to Angi for his services as Chief Executive Officer of Angi for 2024, and (iii) in the case of Mr. Orchard, Angi International pension plan matching amounts ($20,729) and tax equalization payments on an after-tax basis in respect of compensation attributable to services deemed to be provided by him in the United States ($30,061, inclusive of $13,995 in tax gross-up payments), in each case, in 2024. In addition to his role as Chief Executive Officer of Angi, in which capacity he has served since April 5, 2024, Mr. Kip has served as Chief Executive Officer of Angi International since April 2016 and served as President of Angi from November 13, 2023 to April 4, 2024. Amounts in the table above reflect: (i) for 2024, compensation in respect of his service as Chief Executive Officer of Angi since April 5, 2024, as President of Angi from January 1, 2024 through April 4, 2024 and as Chief Executive Officer of Angi International for the entirety of 2024, (ii) for 2023, compensation in respect of his service as President of Angi from November 13, 2023 through December 31, 2023 and as Chief Executive Officer of Angi International for the entirety of 2023 and (ii) for 2022, compensation in respect of his service as Chief Executive Officer of Angi International for the entirety of such fiscal year. (4) Mr. Levin served as Chief Executive Officer of Angi from October 10, 2022 through April 4, 2024 and as Chief Executive Officer of IAC from June 24, 2015 through March 31, 2025. Amounts in the table above for Mr. Levin reflect those portions of his IAC base salary, discretionary cash bonus and 401(k) matching amounts allocated to Angi for his services as Chief Executive Officer of Angi for the applicable periods. See Compensation Discussion and Analysis and Certain Relationships and Related Person Transactions — Relationships Involving IAC — Allocation of CEO Compensation and Certain Expenses. In addition to his service as Chief Executive Officer of Angi and IAC, Mr. Levin has served as a director of Angi since September 2017, served as Chairman of the Board from September 2017 through March 31, 2025 and has served as Executive Chairman of Angi since April 1, 2025. (5) Mr. Russakoff has served as Chief Financial Officer of Angi since June 9, 2022. (6) Ms. Carson was appointed Chief Operating Officer of Angi on October 15, 2024. Amounts in the table above reflect compensation in respect of her service as Chief Operating Officer of Angi from October 15, 2024 through December 31, 2024 and as Chief Customer Experience Officer of Angi from January 1, 2024 through October 14, 2024. (7) In addition to his role as Chief Growth Officer of Angi, in which capacity he has served since October 15, 2024, Mr. Orchard serves as Chief Marketing Officer of Angi International. Amounts in the table above reflect compensation in respect of his service as Chief Operating Officer of Angi from October 15, 2024 through December 31, 2024, as Chief Marketing Officer of Angi International for the entirety of 2024 and as Senior Vice President of Digital and Growth of Angi from January 1, 2024 through October 14, 2024. Mr. Orchard resides in the United Kingdom and base salary, bonus and Angi International pension plan contribution amounts reflected in the table above were paid in GBP and translated to U.S. dollars utilizing the December 31, 2024 exchange rate. Mr. Shanmugasundaram served as Chief Technology Officer of Angi from March 25, 2021 through March 31, 2025. See Estimated Potential Payments Upon Termination or Change in Control — Transition Agreement with Mr. Shanmugasundaram.

  19. Grants of Plan-Based Awards in 2024

    Grants of Plan-Based Awards in 2024 The table below provides information regarding Angi equity awards granted to our NEOs in 2024. The number of Angi stock awards in the table below does not reflect the Reverse Stock Split.

  20. Grants of Plan-Based Awards in 2024

    | Name | Grant Date | Approval Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock and Option Awards ($)(1) | | Jeffrey W. Kip(2) | 4/5/2024 | 3/29/24 | 2,800,000 | $5,440,540 | | Joseph Levin(3) | — | — | — | — | | Andrew Russakoff(4) | 3/1/2024 | 3/1/2024 | 100,000 | $292,000 | | Bailey Carson(4) | 3/1/2024 | 3/1/2024 | 200,000 | $584,000 | | | 10/15/2024 | 10/11/2024 | 400,000 | $1,008,000 | | Glenn Orchard(4) | 3/26/2024 | 3/26/2024 | 350,000 | $938,000 | | | 10/15/2024 | 10/11/2024 | 400,000 | $1,008,000 | | Kulesh Shanmugasundaram(4) | 3/1/2024 | 3/1/2024 | 750,000 | $2,190,000 |

  21. Grants of Plan-Based Awards in 2024

    (1) The amounts in the table above represent: (i) in the case of Mr. Kip, the grant date fair value of the Kip PSU Award, calculated based on a probability weighted outcome analysis of the applicable performance conditions as of the grant date that incorporated a Monte Carlo simulation of the price of Angi Class A common stock, and (ii) in the case of Messrs. Russakoff, Orchard and Shanmugasundaram and Ms. Carson, the grant date fair value of Angi RSU awards, calculated by multiplying the closing price of Angi Class A common stock on the grant date by the number of Angi RSUs awarded. For a discussion of the treatment of the Kip PSU Award and the Angi RSU awards granted to Messrs. Russakoff, Orchard and Shanmugasundaram and Ms. Carson 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. (2) Represents the Kip PSU Award, the vesting of which is subject to Mr. Kip’s continued service through the applicable vesting dates and the achievement of the following stock price targets (which do not reflect the Reverse Stock Split): • 700,000 PSUs shall vest upon the later to occur of: (i) the first anniversary of April 5, 2024 and (ii) the date on or after such date on which the weighted average closing price of Angi Class A common stock equals or exceeds $4.50 for a period of thirty (30) consecutive trading days; • 700,000 PSUs shall vest upon the later to occur of: (i) the second anniversary of April 5, 2024 and (ii) the date on or after such date on which the weighted average closing price of Angi Class A common stock equals or exceeds $6.00 for a period of thirty (30) consecutive trading days; • 700,000 PSUs shall vest upon the later to occur of: (i) the third anniversary of April 5, 2024 and (ii) the date on or after such date on which the weighted average closing price of Angi Class A common stock equals or exceeds $7.50 for a period of thirty (30) consecutive trading days; and • 700,000 PSUs shall vest upon the later to occur of: (i) the fourth anniversary of April 5, 2024 and (ii) the date on or after such date on which the weighted average closing price of Angi Class A common stock equals or exceeds $10.00 for a period of thirty (30) consecutive trading days. All unvested PSUs outstanding on April 5, 2034 will be forfeited and canceled in their entirety. (3) Mr. Levin did not receive any Angi or IAC equity awards in 2024. 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.

  22. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The table below provides information regarding equity awards denominated in shares of Angi Class A common stock held by our NEOs as of December 31, 2024. 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 31, 2024 ($1.66). None of our NEOs held any Angi stock options, stock appreciation rights, shares of restricted stock or other similar awards as of December 31, 2024, but certain NEOs held IAC, Match Group and Vimeo stock options as of December 31, 2024, as described in the footnotes to the table below. The number of Angi RSUs in the table below does not reflect the Reverse Stock Split.

  23. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Angi Stock Awards(1)(2) | | 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 ($) | | Name | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | | | | Jeffrey W. Kip(3) | 1,650,000 | $2,739,000 | 2,800,000 | $4,648,000 | | Joseph Levin(4) | — | — | — | — | | Andrew Russakoff(5) | 929,412 | $1,542,824 | — | — | | Bailey Carson(6) | 693,521 | $1,151,245 | — | — | | Glenn Orchard(7) | 750,000 | $1,245,000 | — | — | | Kulesh Shanmugasundaram(8) | 1,457,028 | $2,418,666 | — | — |

  24. Outstanding Equity Awards at 2024 Fiscal Year-End

    (1) For a discussion of the treatment of the Kip PSU Award and the RSU awards held by Messrs. Kip, Russakoff, Orchard and Shanmugasundaram and Ms. Carson 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. (2) Messrs. Levin and Russakoff also held vested IAC, Match Group and Vimeo stock options (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, by IAC and Angi, respectively. Accordingly, information regarding IAC, Match Group and Vimeo stock options held by Messrs. Levin and Russakoff as of December 31, 2024 appears below and information regarding exercises of any such 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. The number and exercise prices of IAC stock options set forth in the table below does not reflect the Spin-Off.

  25. Outstanding Equity Awards at 2024 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 | 400,000 | — | $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 | 5/6/2025 | | | 3,750 | — | $8.2070 | 2/10/2026 | | | 4,493 | — | $15.4503 | 2/14/2027 |

  26. Outstanding Equity Awards at 2024 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 | — | $12.9987 | 2/10/2026 | | | 647,520 | — | $24.4523 | 2/14/2027 | | Andrew Russakoff | — | — | — | — |

  27. Outstanding Equity Awards at 2024 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 | 324,700 | — | $2.5430 | 2/10/2026 | | | 487,050 | — | $4.7874 | 2/14/2027 | | Andrew Russakoff | 2,000 | — | $2.5430 | 2/10/2026 |

  28. Outstanding Equity Awards at 2024 Fiscal Year-End

    (3) Represents: (i) 1,650,000 RSUs that vested/vest in equal installments over four years on the anniversary of the grant date (November 13, 2023) and (ii) the Kip PSU Award, which consists of 2,800,000 PSUs, the vesting of which is subject to continued service through the applicable vesting dates and the achievement of the stock price goals described in footnote 2 to the Grants of Plan-Based Awards in 2024 table and with partial vesting upon certain terminations of employment. (4) As of December 31, 2024, Mr. Levin did not hold any equity awards denominated in shares of Angi Class A common stock or any Angi subsidiary and held an unvested IAC restricted stock award (the “IAC Restricted Stock Award”) (3,000,000 shares with a value of $129,420,000 (based on the closing price of IAC common stock on December 31, 2024 ($43.14)). A portion of the expense related to the IAC Restricted Stock Award (approximately $2.0 million) was allocated to Angi for 2024 in the manner described under the captions Compensation Discussion and Analysis and Certain Relationships and Related Person Transactions — Relationships Involving IAC — Allocation of CEO Compensation and Certain Expenses. Mr. Levin’s IAC Restricted Stock Award was scheduled to generally cliff vest on the tenth anniversary of the grant date (November 5, 2020), based on the satisfaction of certain IAC stock price targets and Mr. Levin’s continued employment through the vesting date, and with partial vesting upon certain terminations of employment. The IAC Restricted Stock Award was forfeited in January 2025 in connection with the entry by IAC and Mr. Levin into that certain Employment Transition Agreement, dated as of January 13, 2025 (the “IAC ETA”). See Note 10- Stock Based Compensation to Angi’s consolidated financial statements on page 78 of Angi’s annual report on Form 10-K for the fiscal year ended December 31, 2024. Pursuant to the IAC ETA, Mr. Levin received the following from IAC on January 13, 2025: (i) 5,008,600 fully vested shares of Angi Class B common stock and (ii) $9,346,585 in cash, with such shares and cash representing the aggregate value of eleven million fully vested shares of Angi Class A common stock. Mr. Levin satisfied applicable tax withholding obligations due with respect to the shares and cash from the cash payment and immediately converted all of the shares of Angi Class B common stock that he received into shares of Angi Class A common stock. The terms of the IAC ETA provide that Mr. Levin may not transfer or dispose of these shares of Angi Class A common stock prior to March 31, 2031, subject to certain limited exceptions. As of December 31, 2024 and the date of this proxy statement, Mr. Levin holds 3,247,000 shares of Vimeo restricted stock, which he received pursuant to the terms of the IAC Restricted Stock Award in connection with the Vimeo Spin-Off. The vesting of these shares of Vimeo restricted stock 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. Represents: (i) 196,079 Angi RSUs that vested/vest in equal installments over three years on the anniversary of the grant date (June 9, 2022), (ii) 333,333 Angi RSUs that vested in one lump sum installment on February 15, 2025, (iii) 300,000 Angi RSUs that vested/vest in equal installments over four years on the anniversary of the grant date (March 1, 2023), and (iv) 100,000 Angi RSUs that vested/ vest in equal installments over four years on the anniversary of the grant date (March 1, 2024), in each case, subject to continued service and with partial vesting upon certain terminations of employment. (6) Represents: (i) 9,133 Angi RSUs that vested in one lump installment on the third anniversary of the grant date (March 1, 2022), (ii) 84,388 Angi RSUs that vested/vest in in equal installments over four years on the anniversary of the grant date (December 2, 2022), (iii) 200,000 Angi RSUs that vested/vest in equal installments over four years on the anniversary of the grant date (March 1, 2024), and (iv) 400,000 Angi RSUs that vest in equal installments over four years on the anniversary of the grant date (October 15, 2024), in each case, subject to continued service and with partial vesting upon certain terminations of employment. (7) Represents: (i) 350,000 Angi RSUs that vested/vest in equal installments over four years on January 1, 2025, 2026, 2027 and 2028 and (ii) 400,000 Angi RSUs that vest in equal installments over four years on the anniversary of the grant date (October 15, 2024), in each case, subject to continued service and with partial vesting upon certain terminations of employment. (8) Represents: (i) 36,206 Angi RSUs that vested/vest in four equal annual installments on the anniversary of the grant date (March 26, 2021), (ii) 70,822 Angi RSUs that vest in equal installments over three years on the anniversary of the grant date (March 1, 2022), (iii) 600,000 Angi RSUs that vested/ vest in four equal installments on the anniversary of the grant date (March 1, 2023) and (iv) 750,000 Angi RSUs that vested/ vest in four equal installments on the anniversary of the grant date (March 1, 2024), in each case, subject to continued service and with partial vesting upon certain terminations of employment.

  29. 2024 Option Exercises and Stock Vested

    2024 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 2024 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 vesting on that date. None of our NEOs exercised any Angi stock options, stock appreciation rights and/or other similar Angi equity awards in 2024. The number of Angi stock awards in the table below does not reflect the Reverse Stock Split.

  30. 2024 Option Exercises and Stock Vested

    | | Angi Stock Awards | | | Name | Number of shares acquired upon vesting (#) | Value realized upon vesting ($) | | Jeffrey W. Kip | 586,928 | $1,123,318 | | Joseph Levin(1) | — | — | | Andrew Russakoff | 296,078 | $701,803 | | Bailey Carson | 67,607 | $136,676 | | Glenn Orchard(2) | — | — | | Kulesh Shanmugasundaram | 332,439 | $945,298 |

  31. 2024 Option Exercises and Stock Vested

    During 2024, 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. Mr. Levin exercised IAC stock options in 2024. In connection with this exercise, he realized value in the amount of $4,321,160, which is equal to the difference between the exercise price of such stock options and the fair market value per share of IAC common stock at the time of exercise, multiplied by the number of stock options exercised. In addition, Mr. Levin exercised Vimeo stock options in 2024. In connection with this exercise, he realized value in the amount of $1,021,636, which is equal to the difference between the exercise price of such stock options and the fair market value per share of Vimeo common stock at the time of exercise, multiplied by the number of stock options exercised. (2) During 2024, Mr. Orchard exercised stock appreciation rights denominated in shares of an Angi subsidiary, in connection with which he realized a value of $175,830, which excludes the effect of any applicable taxes.

  32. 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 the Amended and Restated Angi Inc. 2017 Stock and Annual Incentive Plan (the “2017 Plan”) and certain other arrangements, entitle our NEOs (other than Mr. Levin) to continued base salary payments and the acceleration of the vesting of certain Angi equity awards 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. Kip, Russakoff, Orchard and Shanmugasundaram and Ms. Carson upon such events (as applicable), assuming the relevant event occurred on December 31, 2024, 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, 2024, the number of unvested Angi equity awards outstanding and held by the applicable NEO on December 31, 2024 and the closing price of Angi Class A common stock ($1.66, which price does not reflect the Reverse Stock Split) on December 31, 2024. In the case of Mr. Levin, pursuant to his employment agreement with IAC and his IAC Restricted Stock Award agreement, in effect as of December 31, 2024, Mr. Levin would have been entitled to continued base salary payments, the acceleration of the vesting of all or some (depending upon the event) of his IAC restricted stock award and extended post-termination exercise periods for his IAC, Match Group 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 Amendment No. 1 to IAC’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (the “IAC 2024 10-K”). Amounts and Benefits Payable Upon a Qualifying Termination The information below reflects employment arrangements in effect between Angi and its NEOs as of December 31, 2024. Upon a termination of employment without “cause” by Angi or a given NEO’s resignation for “good reason” (a “Qualifying Termination”) on December 31, 2024, each of Messrs. Kip, Russakoff, Orchard and Shanmugasundaram and Ms. Carson would have been entitled (subject to the execution and non-revocation of a release and compliance with customary post-termination restrictive covenants) to: • receive annual base salary for twelve (12) months following such Qualifying Termination (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 equity awards (including cliff vesting awards, which would have been 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 in all events would have been subject to the satisfaction of the applicable performance goals. In the case of the Kip PSU Award, notwithstanding anything to the contrary in his employment agreement, upon a Qualifying Termination, any then unvested tranche of PSUs for which the continuous service requirement had been satisfied prior to the date of such Qualifying Termination (or would have been satisfied during the Severance Period) would remain outstanding and eligible to vest, subject to the satisfaction of the applicable stock price goals during the Severance Period. For Messrs. Kip, Russakoff and Orchard and Ms. Carson, “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” meant: (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 Except as described below, 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 the 2017 Plan) on December 31, 2024. Upon a Qualifying Termination on December 31, 2024 that occurred during the two (2) year period following a change in control of Angi (as defined in the 2017 Plan), all then outstanding and unvested Angi equity awards held by our NEOs (other than the Kip PSU Award) would have vested. In the case of the Kip PSU Award, upon a change in control of Angi, assuming the satisfaction of the applicable stock price goals at any time during the three (3) month period prior to such change in control (and without regard to the satisfaction of the continuous service requirement), any then unvested tranche of PSUs would have vested. In the case of Mr. Levin’s IAC Restricted Stock Award, 100% of such award (3,000,000 shares with a fair value of $129,420,000 (based on the closing price of IAC common stock on December 31, 2024 ($43.14, which price does not reflect the Spin-Off)) would have vested upon a change in control of IAC on December 31, 2024. In addition, upon a Qualifying Termination on December 31, 2024 that occurred during the two (2) year period following a change in control of IAC, 100% of such award would have vested. For additional information regarding the vesting of the IAC Restricted Stock Award, see Estimated Potential Payments Upon Termination or Change in Control — Amounts and Benefits Payable Upon a Change in Control in the 2024 IAC 10-K. Amounts and Benefits Payable to NEOs Upon a Qualifying Termination (Including Following a Change in Control) and Change in Control on December 31, 2024

  33. 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 | | Jeffrey W. Kip | | | | Continued salary | $600,000 | $600,000 | | Market value of ANGI RSUs and PSUs that would vest(1) | $913,000 | $2,739,000 | | Total estimated incremental value | $1,513,000 | $3,339,000 | | Joseph Levin | — | — | | Andrew Russakoff | | | | Continued salary | $400,000 | $400,000 | | Market value of ANGI RSUs that would vest(1) | $1,044,824 | $1,542,824 | | Total estimated incremental value | $1,444,824 | $1,942,824 | | Bailey Carson | | | | Continued salary | $400,000 | $400,000 |

  34. 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 | | Market value of ANGI RSUs that would vest(1) | $334,203 | $1,151,245 | | Total estimated incremental value | $734,203 | $1,551,245 | | Glenn Orchard | | | | Continued salary(2) | $413,025 | $413,025 | | Market value of ANGI RSUs that would vest(1) | $311,250 | $1,245,000 | | Total estimated incremental value | $724,275 | $1,658,025 | | Kulesh Shanmugasundaram | | | | Continued salary | $500,000 | $500,000 | | Market value of ANGI RSUs that would vest(1) | $820,916 | $2,418,666 | | Total estimated incremental value | $1,320,916 | $2,918,666 |

  35. Estimated Potential Payments Upon Termination or Change in Control

    Represents the closing price of Angi Class A common stock ($1.66, which price does not reflect the Reverse Stock Split) on December 31, 2024, multiplied by the applicable number of Angi RSUs that would have vested upon the occurrence of the relevant event specified above. (2) Reflects amounts to be paid in GBP and translated into U.S. dollars utilizing the exchange rate on December 31, 2024. Transition Agreement with Mr. Shanmugasundaram On February 18, 2025, Mr. Shanmugasundaram informed Angi that he would resign from his position as Chief Technology Officer. In order to facilitate a smooth transition of his duties and responsibilities, Angi and Mr. Shanmugasundaram entered into a transition agreement, dated as of February 18, 2025 (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Shanmugasundaram: • agreed to serve (and served) as Chief Technology Officer through March 31, 2025 (the “Separation Date”); and • received his base salary ($500,000 per annum, the “Base Salary”) and continued health and welfare benefits through the Separation Date, as well as a cash bonus in respect of his performance for the 2024 fiscal year in the amount of $210,000 (the “Transition Benefits”). In addition, following the Separation Date (and assuming his continued service in his role and compliance with the terms of the Transition Agreement, in each case, through the Separation Date), Mr. Shanmugasundaram was entitled (subject to the execution and non-revocation of a release and compliance with the terms of the Transition Agreement and customary post-termination restrictive covenants) to receive (and to date has received) the following benefits (collectively, the “Separation Benefits”): • Base Salary through March 31, 2026, subject to offset for any amounts earned from other employment during the period commencing on March 31, 2025 and ending on March 31, 2026 (the “Shanmugasundaram Severance Period”); • payments for continued health and welfare benefits (through reimbursement on an after-tax basis of related premiums) for the lesser of the Shanmugasundaram Severance Period or until he becomes eligible for such coverage through another employer; and • the vesting of 387,500 Angi RSUs (which number does not reflect the Reverse Stock Split) that would have otherwise vested in March 2026 as of the Separation Date. Lastly, the Transition Agreement provided that upon a Qualifying Termination prior to the Separation Date, Mr. Shanmugasundaram would have been entitled (subject to execution of a separation agreement, the execution and non-revocation of a release and compliance with the terms of the Transition Agreement and customary post-termination restrictive covenants) to receive the Transition and Separation Benefits.

  36. 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 (each, a “CEO”) and other 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, 2024, 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 CEOs and non-CEO NEOs for the fiscal years ended December 31, 2024, 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). 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.

  37. Pay Versus Performance Table

    Pay Versus Performance Table

  38. 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 $100 Investment based on: | | GAAP Net Earnings (Loss) | | | | | | | | | Company TSR(5) ($) | Peer Group TSR(5) ($) | | | 2024 | $614,583 | $614,583 | $6,935,155 | $3,454,736 | $2,251,416 | $1,273,433 | $19.60 | $307.93 | $36,000,000 | | 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) |

  39. Pay Versus Performance Table

    (1) Our first CEO for 2024 is Mr. Levin, who served as our Chief Executive Officer from October 10, 2022 through April 4, 2024. Our second CEO for 2024 is Mr. Kip, who has served as our Chief Executive Officer from and after April 5, 2024. 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 4, 2024. Our second CEO for 2022 and 2021 is Mr. Hanrahan, who served as our Chief Executive Officer from February 24, 2021 through October 9, 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 23, 2021. In accordance with Item 402(v), the following adjustments were made to the amounts reported for each applicable fiscal year in the Total column of the Summary Compensation Table to arrive at “compensation actually paid” (“CAP”):

  40. 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 ($) | Compensation Actually Paid to First CEO ($) | Summary Compensation Table Total for Second CEO ($) | Minus Reported Value of Equity Awards for Second CEO ($) | (Minus) Plus Equity Award Adjustments for Second CEO ($) | Compensation Actually Paid to Second CEO ($) | | 2024 | 614,583 | — | | $614,583 | $6,935,155 | $(5,440,540) | $1,960,121 | $3,454,736 | | 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 | — | — | — | — |

  41. Pay Versus Performance Table

    The adjustments to the second CEO’s (Mr. Kip) equity awards for 2024 pursuant to Item 402(v) were as follows:

  42. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in the Covered Year ($) | Change in Fair Value from Prior Year End to Covered Year End of Prior Years’ Awards Unvested at the End of Covered Year ($) | Change in Fair Value from Prior Year End to Vesting Date of Prior Years’ Awards that Vested in Covered Year ($) | Fair Value at End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in Covered Year ($) | Total Equity Award Adjustments ($) | | 2024 | $3,667,753 | $(1,369,500) | $(338,132) | — | $1,960,121 |

  43. Pay Versus Performance Table

    The adjustments to the second CEO’s (Mr. Hanrahan) equity awards for 2022 and 2021 pursuant to Item 402(v) were as follows:

  44. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in the Covered Year ($) | Change in Fair Value from Prior Year End to Covered Year End of Prior Years’ Awards Unvested at the End of Covered Year ($) | Change in Fair Value from Prior Year End to Vesting Date of Prior Years’ Awards that Vested in Covered Year ($) | Fair Value at End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in Covered Year ($) | Total Equity Award Adjustments ($) | | 2024 | — | — | — | — | — | | 2023 | — | — | — | — | — | | 2022 | $1,947,516 | — | $(9,627,979) | $(19,220,883) | $(26,901,346) | | 2021 | $22,438,913 | $(4,868,566) | $631,068 | $(1,124,894) | $17,076,520 | | 2020 | — | — | — | — | — |

  45. Pay Versus Performance Table

    The adjustments to the first CEO’s (Mr. Ridenour) equity awards for 2022 and 2021 pursuant to Item 402(v) were as follows:

  46. Pay Versus Performance Table

    | Year | Year End Fair Value of Equity Awards Granted in the Covered Year ($) | Change in Fair Value from Prior Year End to Covered Year End of Prior Years’ Awards Unvested at the End of Covered Year ($) | Change in Fair Value from Prior Year End to Vesting Date of Prior Years’ Awards that Vested in Covered Year ($) | Fair Value at End of Prior Year of Equity Awards that Failed to Meet Vesting Conditions in Covered Year ($) | Total Equity Award Adjustments ($) | | 2024 | — | — | — | — | — | | 2023 | — | — | — | — | — | | 2022 | — | — | — | — | — | | 2021 | — | — | $3,081,139 | $(40,299,021) | $(37,217,882) | | 2020 | $29,235,581 | $10,261,258 | $1,427,353 | $(936,054) | $39,988,139 |

  47. Pay Versus Performance Table

    The names of each current and former non-CEO NEO included for purposes of calculating the average amounts of total compensation in each fiscal year are as follows: (i) for 2024, Messrs. Russakoff, Orchard and Shanmugasundaram and Ms. Carson, (ii) for 2023, Messrs. Russakoff, Kip and Shanmugasundaram and David Fleischman (our former Chief Product Officer), (iii) for 2022, Messrs. Russakoff, Kip and Shanmugasundaram, Jeff Pedersen (our former Chief Financial Officer), Umang Dua (our former Chief Revenue Officer) and Ms. Shaw (our Chief Legal Officer), (iv) for 2021, Messrs. Pedersen, Dua and Shanmugasundaram, Dhanusha Sivajee (our former Chief Marketing Officer) and Glenn H. Schiffman, our former Interim Chief Financial Officer, and (iv) for 2020, Messrs. Hanrahan (in his then capacity as our Chief Product Officer) and Kip, Jamie Cohen (our former Chief Financial Officer), Craig Smith (our former President and Chief Operating Officer) and Allison Lowrie (our former Chief Marketing Officer). (4) The dollar amounts reported in the Average Compensation Actually Paid 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 to arrive at CAP:

  48. Pay Versus Performance Table

    | Year | Average Reported Summary Compensation Table Total for Non-CEO NEOs ($) | (Minus) Plus Average Reported Value of Equity Awards ($) | Plus (Minus) Average Equity Award Adjustments(x) ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2024 | $2,251,416 | $(1,505,000) | $527,018 | $1,273,433 | | 2023 | $3,872,278 | $(3,045,000) | $3,294,429 | $4,121,707 | | 2022 | $3,325,411 | $2,636,582 | $(1,387,640) | $(698,811) | | 2021 | $6,042,094 | $5,604,489 | $2,705,669 | $3,143,274 | | 2020 | $3,284,792 | $2,470,462 | $9,361,731 | $10,176,061 |

  49. 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. Kip, for 2024 (the “2024 Pay Ratio”). Mr. Kip served as our Chief Executive Officer as of October 1, 2024, the date on which we determined our median employee. For the fiscal year ended December 31, 2024: (i) the estimated median of the annual total compensation of all Angi employees (other than Mr. Kip) was approximately $93,690, (ii) Mr. Kip’s total annual compensation was approximately $6,935,155 and (iii) the ratio of annual total compensation of Mr. Kip to the median of the annual total compensation of our other employees was approximately 74 to one. In making the determination of the median employee above, we first identified our total number of employees as of October 1, 2024 (2,882 in total, 2,389 of which were located in the United States and 493 of which were collectively located in various jurisdictions outside of the United States). To identify the median employee above from this employee population, we then compared the amount of annual total compensation paid to these employees in 2024 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 2024 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. The 2024 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 2024 Pay Ratio.

  50. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION Non-Employee Director Compensation Arrangements. The Nominating and Corporate Governance Committee has (and in 2024 and prior to the Spin-Off, the Board had) 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 2024 provided that: • non-employee directors receive an annual retainer in the amount of $50,000; • members 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 • the Chairpersons of each of the Audit and Compensation and Human Capital Committees receive an additional annual retainer in the amount of $20,000. All retainers are paid quarterly, in arrears. In addition, these arrangements also provided that non-employee directors receive a grant of Angi RSUs with a dollar value of $250,000 upon initial election to the Board and annually thereafter upon re-election to the Board 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) forfeiture and cancellation of unvested RSUs in their entirety upon termination of service with Angi and its subsidiaries and (iii) full acceleration of the vesting of unvested RSUs upon a change in control of Angi. Directors may elect to defer the vesting and settlement of their Angi RSU awards by providing prior written notice to Angi. Angi also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at Board and committee meetings. For purposes of these arrangements, non-employee directors are those directors who: (i) are not employed by (or otherwise providing services to) Angi, (ii) were not employed by (or otherwise providing services to) Angi during the last three (3) years and (iii) were not employed by (or otherwise providing services to) IAC during the three (3) year period prior to the completion of the Spin-Off. In connection with the Spin-Off, on March 31, 2025, Angi established a Nominating and Corporate Governance Committee. Such committee members (including its Chairperson) receive an additional annual retainer in the amount of $5,000 and its Chairperson receives an additional annual retainer in the amount of $20,000. 2024 Non-Employee Director Compensation. The table below provides the amount of: (i) fees earned by non-employee directors for services performed during 2024 and (ii) the grant date fair value of Angi RSU awards granted in 2024. The number of stock options and Angi RSUs described below do not reflect the Reverse Stock Split.

  51. DIRECTOR COMPENSATION

    | Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards ($)(2)(3) | Total ($) | | Sandra Buchanan | $55,000 | $249,993 | $304,993 | | Thomas R. Evans | $85,000 | $249,993 | $334,993 | | Alesia J. Haas | $85,000 | $249,993 | $334,993 | | Jeremy G. Philips | $60,000 | $249,993 | $309,993 | | Tom Pickett | $50,000 | $249,993 | $299,993 | | Glenn H. Schiffman | $50,000 | $249,993 | $299,993 | | Suzy Welch | $55,000 | $249,993 | $304,993 |

  52. DIRECTOR COMPENSATION

    The differences in the amounts shown above among non-employee directors reflect committee service (or lack thereof), which varies among directors. Represents the grant date fair value of Angi RSU awards, calculated by multiplying the number of RSUs granted by the closing price per share of Angi Class A common stock on the grant date. At December 31, 2024: (i) Mr. Evans held a total of 13,446 vested Angi stock options and 278,980 unvested Angi RSUs, (ii) Mses. Buchanan, Haas and Welch and Messrs. Philips, Pickett and Schiffman held a total of 266,340, 248,680, 185,230, 185,230, 190,010 and 241,320 unvested Angi RSUs, respectively.