DEF 14A of People Inc
Filed May 6, 2025 · FY20240001104659-25-045049
What are my voting choices when voting for director nominees and what votes are required to elect director nominees to the Board?
What are my voting choices when voting for director nominees and what votes are required to elect director nominees to the Board? A: You may vote in favor of all director nominees, withhold votes as to all director nominees or vote in favor of and withhold votes as to specific director nominees. The election of each of Chelsea Clinton, Barry Diller, Michael D. Eisner, Bonnie S. Hammer, Victor A. Kaufman, Bryan Lourd, David Rosenblatt, Maria Seferian and Alexander von Furstenberg as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock and Class B common stock voting together as a single class (hereinafter collectively referred to as “IAC capital stock”), with each share of IAC common stock and Class B common stock representing the right to one and ten vote(s), respectively. The election of each of Tor R. Braham, Alan G. Spoon and Richard F. Zannino as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock, voting as a separate class. The Board recommends a vote FOR the election of each of the director nominees. Q:
Information Concerning Director Nominees
Information Concerning Director Nominees Background information about each director nominee is set forth below, including information regarding the specific experiences, characteristics, attributes and skills considered in connection with the nomination of each director nominee, all of which the Nominating Committee and the Board believe provide IAC with the perspective and judgment needed to guide, monitor and execute its strategies. References to service at IAC prior to June 2020 refer to IAC’s predecessor entity or entities (as applicable).
Information Concerning Director Nominees
| TOR R. BRAHAM | | AGE: 67 | | PROFESSIONAL EXPERIENCE | | Mr. Braham has been Of Counsel at King, Holmes, Paterno and Soriano (a Los Angeles law firm) since September 2019. Mr. Braham previously served as Managing Director and Global Head, Technology, Mergers and Acquisitions, for Deutsche Bank Securities from 2004 until 2012. From 2000 to 2004, he served as Managing Director and Co-head, West Coast U.S. Technology, Mergers and Acquisitions, for Credit Suisse First Boston. Prior to that, Mr. Braham was an investment banker with UBS Securities and a partner at Wilson, Sonsini, Goodrich & Rosati (a prominent Silicon Valley law firm). | | OTHER PUBLIC COMPANY EXPERIENCE | | Mr. Braham has served as a member of the board of directors of A10 Networks (a networking and security company) since 2018. During the last five years, Mr. Braham served as member of the boards of directors of Altaba, Inc., (an independent, closed-end management investment company formerly known as Yahoo! Inc.), Live Oak Capital, Inc. (a special purpose acquisition company) and Viavi Solutions, Inc. (a testing and monitoring technology company). |
Information Concerning Director Nominees
| When concluding that Mr. Braham should serve as a director, the Board considered his extensive experience in mergers and acquisitions, which the Board believes provides valuable insight into strategic opportunities and contributes important perspective and expertise to the Board. |
Information Concerning Director Nominees
| Chelsea Clinton, Vice Chair, The Clinton Foundation, and Co-Founder and Partner, Metrodora Ventures | | | | AGE: 45 | DIRECTOR OF IAC SINCE: September 2011 | COMMITTEES: None | | PROFESSIONAL EXPERIENCE | | | | Since March 2013, Ms. Clinton has served as Vice Chair of The Clinton Foundation, where her work emphasizes improving global and domestic health, creating service opportunities and empowering the next generation of leaders. She has also served as Vice Chair of the Clinton Health Access Initiative and the Clinton Health Access Initiative Board since January 2022 and is a New York Times bestselling author of a number of books for adults and young readers, including the She Persisted series. Ms. Clinton is also a co-founder and partner of Metrodora Ventures, a venture capital firm focused on health and learning businesses. In addition, Ms. Clinton currently teaches at Columbia University’s Mailman School of Public Health. Ms. Clinton has served as a member of the board of directors of the Clinton Health Access Initiative since September 2011 and previously served as a member of the board of directors of the Clinton Foundation from September 2011 to February 2013. From March 2010 through May 2013, Ms. Clinton served as an Assistant Vice Provost at New York University, where she focused on interfaith initiatives and the university’s global expansion program. From November 2011 to August 2014, Ms. Clinton also worked as a special correspondent for NBC News. Prior to these efforts, Ms. Clinton worked as an associate at McKinsey & Company, a consulting firm, from August 2003 to October 2006, and as an associate at Avenue Capital Group, an investment firm, from October 2006 to November 2009. | | | | OTHER PUBLIC COMPANY EXPERIENCE | | | | Ms. Clinton has served as a member of the board of directors of Expedia Group, Inc. (“Expedia Group”) since March 2017 and as a member of the board of directors of Clover Health Investments, Corp. (a next-generation Medicare Advantage insurance company) from before its January 2021 initial public offering to date. | | | | OTHER AFFILIATIONS | | | | In addition to her for-profit affiliations, Ms. Clinton currently serves as a member of the boards of directors of The School of American Ballet, the Africa Center, the Weill Cornell Medical College, HiddenLight Productions Limited and Columbia University’s Mailman School of Public Health. | | |
Information Concerning Director Nominees
| When concluding that Ms. Clinton should serve as a director, the Board considered her broad public policy experience and keen intellectual acumen, which the Board believes brings a unique perspective to IAC’s businesses and initiatives, as well as her private equity and venture capital experience, which the Board believes gives her particular insight into investment strategy. |
Information Concerning Director Nominees
| Barry Diller, Chairman and Senior Executive, IAC | | | | AGE: 83 | DIRECTOR OF IAC SINCE: August 1995 | COMMITTEES: Executive Committee | | PROFESSIONAL EXPERIENCE | | | | Mr. Diller has been a director and Chairman and Senior Executive of IAC since December 2010 and previously served as a director and Chairman and Chief Executive Officer of IAC from August 1995 to November 2010. Mr. Diller also serves as Chairman and Senior Executive of Expedia Group, which position he has held since August 2005. Mr. Diller, along with Expedia Group’s then Vice Chairman, oversaw the company’s executive leadership team, managing day-to-day operations, from December 2019 until April 2020, when Expedia Group’s Vice Chairman also became its Chief Executive Officer. Prior to joining IAC, Mr. Diller was Chairman of the board of directors and Chief Executive Officer of QVC, Inc. from December 1992 through December 1994. From 1984 to April 1992, Mr. Diller served as Chairman and Chief Executive Officer of Fox, Inc. (“Fox”) and was responsible for the creation of the Fox Broadcasting Company and Fox’s motion picture operations. Before joining Fox, Mr. Diller served for 10 years as the Chairman and Chief Executive of Paramount Pictures Corporation (“Paramount”). In March 1983, in addition to Paramount, he became President of the conglomerate’s newly formed Entertainment and Communications Group, which included Simon & Schuster, Inc. (a major U.S. book publisher), Madison Square Garden Corporation and SEGA Enterprises, Inc. (a video gaming company). | | | | OTHER PUBLIC COMPANY EXPERIENCE | | | | Mr. Diller has served as a member of the board of directors of MGM Resorts International (a leader in gaming, hospitality and leisure (“MGM”)) since August 2020. In addition, during the past five years, Mr. Diller served as a member of the board of directors of The Coca-Cola Company. Prior to that time, Mr. Diller served as Chairman (in a non-executive capacity) of the board of directors of Live Nation Entertainment, Inc. (and its predecessor companies, Ticketmaster Entertainment and Ticketmaster) (“Live Nation”)) from August 2008 to October 2010, and continued to serve as a member of the board of directors of Live Nation through January 2011. | | | | Mr. Diller also served as Chairman and Senior Executive of TripAdvisor, Inc., an online travel company (“TripAdvisor”), from December 2011 to December 2012, served as a member of the board of directors of TripAdvisor from December 2011 through April 2013 and served as a special advisor to the Chief Executive Officer of TripAdvisor from April 2013 to March 2017. | | | | OTHER AFFILIATIONS | | | | In addition to his for-profit affiliations, Mr. Diller, through his family foundation, conceived and funded Little Island (a public park and performance space on the Hudson River), and has also supported a range of cultural and civic organizations, including The High Line, the Motion Picture & Television Fund, the UCLA Foundation and The Shed. | | |
Information Concerning Director Nominees
| When concluding that Mr. Diller should serve as a director, the Board considered his experience as Chairman and Senior Executive since 2010 and, prior to that time, as Chairman and Chief Executive Officer since 1995. As a result, he possesses a great depth of knowledge and experience regarding IAC and its businesses. In addition, the Board noted Mr. Diller’s ability to exercise influence (subject to IAC’s organizational documents and Delaware law) over the outcome of matters involving IAC that require stockholder approval given the fact that he and certain members of his family collectively have sole voting and/or investment power over all shares of IAC Class B common stock outstanding, which shares represent a significant percentage of the voting power of IAC common stock and Class B common stock outstanding. |
Information Concerning Director Nominees
| Michael D. Eisner, Chairman, The Tornante Company, LLC | | | | AGE: 83 | DIRECTOR OF IAC SINCE: March 2011 | COMMITTEES: Executive and Nominating Committees | | PROFESSIONAL EXPERIENCE | | | | Mr. Eisner has served as Chairman of The Tornante Company, LLC, a privately held company that invests in, acquires, incubates and operates media and entertainment companies (“Tornante”), since 2005. In addition, Mr. Eisner currently serves as Chairman of the board of directors of the Portsmouth Community Football Club Limited, a Championship League English football club, which Tornante acquired in August 2017. Mr. Eisner also previously served as Chairman of two Tornante portfolio companies, The Topps Company, a leading creator and marketer of sports cards, distinctive confectionery and other entertainment products, and Vuguru, a studio focusing on the production of groundbreaking programming for the internet and other digital platforms. Mr. Eisner served as Chairman of The Topps Company from October 2007 to April 2013, and then again from January 1, 2021 until January 2022, when the sports and entertainment portion of the company was sold, leaving the candy and digital card services portion (known as The Bazooka Companies, Inc.) until December 2024, when such businesses were sold. Prior to founding Tornante, Mr. Eisner served as a director and Chairman and Chief Executive Officer of The Walt Disney Company from 1984. | | | | OTHER AFFILIATIONS | | | | In addition to his for-profit affiliations, Mr. Eisner is a member of The Business Council, among other not-for-profit affiliations. | | |
Information Concerning Director Nominees
| When concluding that Mr. Eisner should serve as a director, the Board considered his experience with Tornante, which the Board believes gives him particular insight into investments in, and the development and operation of, media and entertainment companies that focus on programming and content for emerging platforms. The Board also considered Mr. Eisner’s experience as Chairman and Chief Executive Officer of The Walt Disney Company, which the Board believes gives him particular insight into business strategy and leadership, marketing and consumer branding, as well as a high level of financial literacy and insight into the media and entertainment industries. |
Information Concerning Director Nominees
| Bonnie S. Hammer, Vice Chairman, NBCUniversal | | | | AGE: 74 | DIRECTOR OF IAC SINCE: September 2014 | COMMITTEES: Nominating Committee | | PROFESSIONAL EXPERIENCE | | | | From September 2020 until December 2024, Ms. Hammer served as Vice Chairman of NBCUniversal. Prior to assuming the Vice Chairman role, from October 2019, Ms. Hammer served as Chairman of NBCUniversal Content Studios, in which capacity she oversaw its television studios (Universal Television, Universal Content Productions and NBCUniversal International Studios). Prior to her tenure as Chairman of NBCUniversal Content Studios, Ms. Hammer served as Chairman of NBCUniversal Direct to Consumer and Digital Enterprises (January 2019 to October 2019), where she led the development of NBCUniversal’s Peacock streaming service. Prior to this role, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment (February 2013 to January 2019). In this capacity, Ms. Hammer had executive oversight over a number of leading cable brands (including USA, Syfy, E! Entertainment, Bravo, Oxygen and Universal Kids networks), as well as Universal Cable Productions, which created original scripted content for cable, broadcast and streaming platforms, and Wilshire Studios, which produced original reality programming. Prior to her tenure as Chairman of NBCUniversal Cable Entertainment, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment and Cable Studios from November 2010. In this capacity, Ms. Hammer had executive oversight over certain well known cable brands (including USA, Syfy, E! Entertainment, Chiller, Cloo and Universal HD networks), as well as Universal Cable Productions and Wilshire Studios. Prior to joining NBCUniversal in May 2004, Ms. Hammer served as President of Syfy from 2001 to 2004 and held other senior executive positions at Syfy and USA Network from 1989 to 2000. Earlier in her career, she was an original programming executive at Lifetime Television Network from 1987 to 1989. | | | | OTHER PUBLIC COMPANY EXPERIENCE | | | | During the past five years, Ms. Hammer served as a member of the board of directors of eBay, Inc. | | | | OTHER AFFILIATIONS | | | | Ms. Hammer served as a member of the board of directors of Participant Media, LLC, a private American independent film production company, from March 2022 until April 2024. | | | | In addition to her for-profit affiliations, Ms. Hammer formerly sat on the Board of Governors for the Motion Picture & Television Fund, currently sits on the Board of Trustees for the American Film Institute and serves on the strategic planning committee for Boston University’s College of Communication, her alma mater, and from which she received an honorary doctorate degree in 2017. | | |
Information Concerning Director Nominees
| When concluding that Ms. Hammer should serve as a director, the Board considered her experience as Vice Chairman of NBCUniversal, as well as her experience as Chairman of both NBCUniversal Content Studios and NBCUniversal Direct to Consumer and Digital Enterprises, and her prior roles with NBCUniversal Cable Entertainment, NBCUniversal Media, LLC, USA Network and Lifetime Television Network, which the Board believes give her particular insight into business strategy and leadership, as well as a high level of financial literacy and a seasoned insight into the media and entertainment industries, particularly pay television network programming and production and multiplatform branding. |
Information Concerning Director Nominees
| Victor A. Kaufman, Vice Chairman, IAC | | | | AGE: 81 | DIRECTOR OF IAC SINCE: December 1996 | COMMITTEES: Executive Committee | | PROFESSIONAL EXPERIENCE | | | | Mr. Kaufman has been Vice Chairman of IAC since October 1999. Mr. Kaufman also served as Vice Chairman of Expedia Group, Inc. from August 2005 to June 2018. Previously, Mr. Kaufman served in IAC’s Office of the Chairman from January 1997 to November 1997 and as IAC’s Chief Financial Officer from November 1997 to October 1999. Prior to joining IAC, Mr. Kaufman served as Chairman and Chief Executive Officer of Savoy Pictures Entertainment, Inc. from March 1992 and as a director of Savoy from February 1992. Mr. Kaufman was the founding Chairman and Chief Executive Officer of Tri-Star Pictures, Inc. (“Tri-Star”) and served in such capacities from 1983 until December 1987, at which time he became President and Chief Executive Officer of Tri-Star’s successor company, Columbia Pictures Entertainment, Inc. (“Columbia”). He resigned from these positions at the end of 1989 following the acquisition of Columbia by Sony USA, Inc. Mr. Kaufman joined Columbia in 1974 and served in a variety of senior positions at Columbia and its affiliates prior to the founding of Tri-Star. | | | | OTHER PUBLIC COMPANY EXPERIENCE | | | | Mr. Kaufman served as a member of the board of directors of Expedia Group from August 2005 to March 2020. He also served as Vice Chairman of the board of directors of Live Nation from August 2008 through January 2010 and continued to serve as a member of the board of directors of Live Nation from January 2010 through December 2010. In addition, Mr. Kaufman served as a member of the board of directors of TripAdvisor from December 2011 to February 2013. | | |
Information Concerning Director Nominees
| When concluding that Mr. Kaufman should serve as a director, the Board considered the unique knowledge and experience regarding IAC and its businesses that he has gained through his involvement with IAC in various roles since 1996, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. |
Information Concerning Director Nominees
| Bryan Lourd, Partner and Managing Director, Creative Artists Agency | | | | AGE: 64 | DIRECTOR OF IAC SINCE: April 2005 | COMMITTEES: Audit Committee | | PROFESSIONAL EXPERIENCE | | | | Mr. Lourd has served as a partner, co-chairman and Chief Executive Officer of Creative Artists Agency (“CAA”) since October 1995. CAA is one of the world’s leading entertainment agencies and is based in Los Angeles, California, with offices in Nashville, New York, London and Beijing, among other locations. He is a graduate of the University of Southern California. | | | | OTHER AFFILIATIONS | | | | In addition to his for-profit affiliations, Mr. Lourd serves as a director of the Lincoln Center for the Performing Arts. | | |
Information Concerning Director Nominees
| When concluding that Mr. Lourd should serve as a director, the Board considered his extensive experience as a principal of CAA, which the Board believes gives him particular insight into business strategy and leadership, as well as his unique and specialized experience regarding the entertainment industry and marketing. |
Information Concerning Director Nominees
| David Rosenblatt, Chief Executive Officer, 1stdibs.com, Inc. | | | | AGE: 57 | DIRECTOR OF IAC SINCE: December 2008 | COMMITTEES: Compensation and Human Capital Committee | | PROFESSIONAL EXPERIENCE | | | | Mr. Rosenblatt has served as the Chief Executive Officer of 1stdibs.com, Inc. (an online marketplace for design, including furniture, art, jewelry and fashion (“1stdibs.com”)) since November 2011. Mr. Rosenblatt previously served as President, Global Display Advertising, of Google, Inc. (“Google”) from October 2008 through May 2009. Mr. Rosenblatt joined Google in March 2008 in connection with Google’s acquisition of DoubleClick, Inc. (a provider of digital marketing technology and services, “Doubleclick”). Mr. Rosenblatt joined DoubleClick in 1997 as part of its initial management team and held several executive positions during his tenure, including Chief Executive Officer of DoubleClick from July 2005 through March 2008 and President of DoubleClick from 2000 through July 2005. | | | | OTHER PUBLIC COMPANY EXPERIENCE | | | | Mr. Rosenblatt currently serves as a member of the board of 1stdibs.com and Etsy.com (an online marketplace where individuals can buy and sell handmade, vintage, and craft supply items) and during the past five years, served as a member of the boards of directors of Twitter, Inc. and Farfetch UK Limited (the world’s largest digital marketplace for luxury fashion). | | |
Information Concerning Director Nominees
| When concluding that Mr. Rosenblatt should serve as a director, the Board considered his extensive and unique experience in the online advertising and digital marketing technology and services industries, as well as his management experience with 1stdibs.com, google and DoubleClick, which the Board believes gives him particular insight into business strategy and leadership, as well as a deep understanding of the online advertising and e-commerce industries. |
Information Concerning Director Nominees
| Maria Seferian, President and Chief Legal Officer, Hillspire, LLC | | | | AGE: 52 | DIRECTOR OF IAC SINCE: December 2023 | COMMITTEES: None | | PROFESSIONAL EXPERIENCE | | | | Ms. Seferian currently serves as President and Chief Legal Officer of Hillspire, LLC, an integrated, single-family investment and management firm (“Hillspire”), and has served as General Counsel of Hillspire since 2014. Prior to joining Hillspire, Ms. Seferian worked (most recently as a partner) at Munger, Tolles & Olson, LLP (a law firm with a national and international practice) from 2001, where she specialized in mergers and acquisitions, joint ventures, capital markets and general corporate transactions, representing private and public clients across diverse industries from private equity to entertainment. From 2013 to 2014, Ms. Seferian also served as Interim Director and Chief Executive Officer of the Museum of Contemporary Art in Los Angeles (“MOCA”), where she led the institution through a financial turn-around, securing its long-term stability. Ms Seferian also serves as Executive Vice Chair of Relativity Space, an aerospace manufacturing and launch services company. Ms. Seferian holds a Bachelor of Arts in philosophy and Master of Arts from the University of Illinois at Urbana-Champaign and a J.D. with honors from Harvard Law School. Following law school and before entering private practice, Ms. Seferian served as a judicial clerk for the Honorable Justice James L. Oakes in the U.S. Court of Appeals for the Second Circuit. | | | | OTHER AFFILIATIONS | | | | In addition to her for-profit affiliations, Ms. Seferian serves as Chairperson of the Board of Trustees of MOCA and as a director of the Schmidt Family Foundation. | | |
Information Concerning Director Nominees
| When concluding that Ms. Seferian should serve as a director, the Board considered her legal expertise and experience at Hillspire, as well as her high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. |
Information Concerning Director Nominees
| Alan G. Spoon, Former General Partner and Partner Emeritus, Polaris Partners | | | | AGE: 73 | DIRECTOR OF IAC SINCE: February 2003 | COMMITTEES: Audit Committee | | PROFESSIONAL EXPERIENCE | | | | Mr. Spoon served as General Partner and Partner Emeritus of Polaris Partners from 2011 to 2018. He previously served as Managing General Partner of Polaris Partners from 2000 to 2010. Polaris Partners is a private investment firm that provides venture capital and management assistance to development stage information technology and life sciences companies. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company (now known as Graham Holdings Company) from March 1991 through May 2000 and served as its President from September 1993 through May 2000. Prior to his service in these roles, he held a wide variety of positions at The Washington Post Company, including as President of Newsweek from September 1989 to May 1991. | | | | OTHER PUBLIC COMPANY EXPERIENCE | | | | Mr. Spoon has served as a member of the board of directors of Danaher Corporation (a designer, manufacturer and marketer of professional, medical, industrial and commercial products and services) since July 1999, as a member of the board of directors of Match Group from November 2015 through June 2025 and as Chairman of the board of directors of Fortive Corporation (a developer, manufacturer and marketer of professional and engineered products, software and services for a variety of end markets) from July 2016 until December 2025 and will continue to serve as a director of Fortive Corporation through June 2025. During the past five years, Mr. Spoon previously served as a member of the board of directors of Cable One, Inc. (a leading broadband communications provider). | | | | OTHER AFFILIATIONS | | | | In addition to his for-profit affiliations, Mr. Spoon was a member of the Board of Regents at the Smithsonian Institution (formerly Vice Chairman) and is a longtime member of the MIT Corporation, where he serves as a member of the Risk and Audit Committee and previously served as a member of its Executive Committee and as Chair of its Risk and Audit Committee until 2024. He also serves on the advisory board of MIT’s College of Computing and AI and serves as director of The Axim Collaborative Foundation (a social enterprise dedicated to expanding access to education and deepening its impact for learners). | | |
Information Concerning Director Nominees
| When concluding that Mr. Spoon should serve as a director, the Board considered his extensive private and public company board experience and public company management experience, all of which the Board believes give him particular insight into business strategy, leadership and marketing in the media industry, as well as his experience serving on audit committees (and his attendant risk oversight duties), which the Board believes give him particular insight into risk management. The Board also considered Mr. Spoon’s private equity experience and engagement with the MIT Corporation, which the Board believes gives him particular insight into trends within the internet and technology industries, as well as into acquisition strategy and financing. |
Information Concerning Director Nominees
| Alexander von Furstenberg, Chief Investment Officer, Ranger Global Advisors, LLC | | | | AGE: 55 | DIRECTOR OF IAC SINCE: December 2008 | COMMITTEES: None | | PROFESSIONAL EXPERIENCE | | | | Mr. von Furstenberg currently serves as Chief Investment Officer of Ranger Global Advisors, LLC, a family office focused on value-based investing (“Ranger”), which he founded in June 2011. Prior to founding Ranger, Mr. von Furstenberg founded Arrow Capital Management, LLC, a private investment firm focused on global public equities, where he served as Co-Managing Member and Chief Investment Officer from 2003 to 2011. Since 2001, he has acted as Chief Investment Officer of Arrow Finance, LLC (formerly known as Arrow Investments, Inc.), the private investment office that serves his family. Mr. von Furstenberg also serves as a partner and Co-Chairman of Diane von Furstenberg Studio, LLC. | | | | OTHER PUBLIC COMPANY EXPERIENCE | | | | Mr. von Furstenberg has served as a member of the board of directors of Expedia Group and Vimeo, Inc. (“Vimeo”) since December 2015 and June 2023, respectively. Mr. von Furstenberg has also served as a director of Giovanni Agnelli B.V. since May 2023. Mr. von Furstenberg previously served on the board of directors of La Scogliera (an Italian financial holding company with a majority stake in Banca Ifis) during the past five years. | | | | OTHER AFFILIATIONS | | | | In addition to his for-profit affiliations, Mr. Von Furstenberg serves as a director of The Diller-von Furstenberg Family Foundation and as a member of the board of directors of Friends of the High Line. He also created the Center for Security and Emerging Technology and is an advocate for the Retirement Savings for Americans Act. | | |
Information Concerning Director Nominees
| When concluding that Mr. von Furstenberg should serve as a director, the Board considered his private investment and public board experience, which the Board believes give him particular insight into capital markets and investment strategy, as well as a high level of financial literacy. Mr. von Furstenberg is Mr. Diller’s stepson. |
Information Concerning Director Nominees
| Richard F. Zannino, Managing Director, CCMP Capital Advisors, LLC | | | | AGE: 66 | DIRECTOR OF IAC SINCE: June 2009 | COMMITTEES: Audit and Compensation and Human Capital Committees | | PROFESSIONAL EXPERIENCE | | | | Mr. Zannino has been a Managing Director at CCMP Capital Advisors, LLC, a private equity firm, where he also serves as a member of the firm’s Investment Committee, since July 2009. Mr. Zannino previously served as Chief Executive Officer and a member of the board of directors of Dow Jones & Company (“Dow Jones”) from February 2006 to December 2007, when Mr. Zannino resigned from these positions upon the acquisition of Dow Jones by News Corp. Prior to this time, Mr. Zannino served as Chief Operating Officer of Dow Jones from July 2002 to February 2006 and as Executive Vice President and Chief Financial Officer of Dow Jones from February 2001 to June 2002. Prior to his tenure at Dow Jones, Mr. Zannino served in a number of executive capacities at Liz Claiborne from 1998 to January 2001, and prior to that time served as Executive Vice President and Chief Financial Officer of General Signal (a manufacturer of equipment for the process, electrical and industrial technology industries) and in a number of executive capacities at Saks Fifth Avenue. | | | | OTHER PUBLIC COMPANY EXPERIENCE | | | | Mr. Zannino has served as lead independent director and a member of the boards of directors of The Estée Lauder Companies, Inc. (a multinational manufacturer and marketer of skincare, makeup, fragrance and haircare products) and Ollie’s Bargain Outlet (a leading American retailer of closeout merchandise and excess inventory) since January 2010 and July 2015, respectively. He previously served as a member of the board of directors of Hillman Solutions Corp. (a leading North American provider of complete hardware solutions) during the past five years. | | | | OTHER AFFILIATIONS | | | | In addition to his for-profit affiliations, Mr. Zannino currently serves as Vice Chairman of the Board of Trustees of Pace University. | | |
Information Concerning Director Nominees
| When concluding that Mr. Zannino should serve as a director, the Board considered his extensive public company management experience, which the Board believes gives him particular insight into business strategy, leadership and marketing, and his high level of financial literacy, as well as his experience serving on audit committees (and his attendant risk oversight duties), which the Board believes gives him particular insight into risk management. IAC’s Board also considered Mr. Zannino’s private equity experience, which the Board believes gives him particular insight into acquisition and investment strategy and financing. |
Information Concerning Director Nominees
| Corporate Governance |
Information Concerning IAC Executive Officers Who Are Not Directors
Information Concerning IAC Executive Officers Who Are Not Directors Background information about IAC’s current executive officers and its former Chief Executive Officer, none of which are director nominees, is set forth below. For background information about IAC’s Chairman and Senior Executive, Barry Diller, and Vice Chairman, Victor A. Kaufman, see Information Concerning Director Nominees beginning on page 6.
Information Concerning IAC Executive Officers Who Are Not Directors
| JOSEPH LEVIN Former Chief Executive Officer | Joseph Levin, age 45, served as Chief Executive Officer of IAC from June 2015 until March 31, 2025. Prior to this appointment, Mr. Levin served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC’s former Search & Applications segment, from January 2012 to June 2015. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC. Mr. Levin also served as Chief Executive Officer of Angi Inc.(“Angi”) from October 2022 until April 2024. Mr. Levin has served as a director and Executive Chairman of the board of directors of Angi since September 2017 and April 1, 2025, respectively, and prior to that time, served as Chairman of Angi from September 2017 to March 31, 2025. He has served as a director of MGM 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 (“Turo”)), from July 2019 until February 2025, 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 director of Groupon, Inc. (from March 2017 to July 2019). In addition to his for-profit affiliations, Mr. Levin serves as a member of the Undergraduate Executive Board of Wharton School. | | CHRISTOPHER HALPIN Executive Vice President, Chief Operating Officer and Chief Financial Officer | Christopher Halpin, age 48, has served as Executive Vice President, Chief Operating Officer and Chief Financial Officer of IAC since February 2023 and prior to that time, served as Executive Vice President and Chief Financial Officer of IAC since January 2022. Prior to joining IAC, Mr. Halpin spent nearly a decade in leadership roles at the National Football League (the “NFL” or the “League”), most recently as NFL Executive Vice President and Chief Strategy & Growth Officer from December 2018 to January 2022, in which capacity he oversaw all strategic growth and development opportunities, including the League’s digital and sports betting strategies, data and analytics, and its expansion internationally. From March 2017 to December 2018, Mr. Halpin served as the League’s Chief Strategy Officer. Prior to (and from March 2017 to March 2018, contemporaneously with) this role, Mr. Halpin led the League’s Consumer Products business from August 2014 to March 2018, including its activities in e-commerce and gaming, and before that time, he led strategy and business development for the League’s media business from June 2013 to August 2014. Before joining the NFL, Mr. Halpin was a Partner and Managing Director at Providence Equity Partners, where he worked for thirteen years, during which time he led transactions across the firm’s media, entertainment and technology investments. Mr. Halpin began his career in the Merchant Banking Department of Goldman Sachs & Co. Mr. Halpin previously served on the board of directors of Angi from June 2022 until March 2025. Mr. Halpin has served on the board of directors of Turo since February 2025. |
Information Concerning IAC Executive Officers Who Are Not Directors
| KENDALL HANDLER Executive Vice President, Chief Legal Officer and Secretary | Kendall Handler, age 40, 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 December 2021. Prior to assuming these roles, Ms. Handler spent over three years overseeing all legal aspects of IAC’s merger and acquisitions activity, first in her capacity as M&A Counsel of IAC and then as Vice President, M&A Counsel of IAC. Before joining IAC in 2017, Ms. Handler served for over six years as an associate at Wachtell, Lipton, Rosen & Katz (a New York law firm), where she advised clients on mergers and acquisitions, corporate governance and other general corporate matters. Ms. Handler served on the board of directors of Angi from December 2020 until March 2025 and served on the board of directors of Vimeo from May 2021 to June 2023. |
Information Concerning IAC Executive Officers Who Are Not Directors
| COMPENSATION DISCUSSION AND ANALYSIS |
Annual Cash Bonuses
Annual Cash Bonuses General IAC’s bonus program is designed to reward performance on an annual basis and annual cash bonuses are discretionary. Annual cash bonuses for IAC’s executive officers tend to be highly variable from year-to-year depending on IAC’s performance and, in certain circumstances, individual executive officer performance. Because of the variable nature of the annual cash bonus program, and because in any given year, annual cash bonuses can make up the significant majority of an executive officer’s total cash compensation, IAC believes its executive officer annual cash bonus program provides a strong incentive for its executive officers to achieve annual corporate, strategic and individual performance objectives. Annual cash bonuses for IAC executive officers in respect of performance for the 2024 fiscal year were determined and paid in February 2025. In making its determinations regarding individual annual cash bonus amounts, the Committee considers a variety of factors, such as growth in profitability and/or achievement of strategic objectives by IAC and, to a lesser extent, an individual executive officer’s performance and contribution to IAC. The Committee does not quantify the weight given to any specific factor or otherwise follow a formulaic calculation. Rather, the Committee engages in an overall assessment of appropriate annual cash bonus levels based on an evaluation of all of the criteria it determines to be relevant. 2024 Cash Bonuses In determining cash bonus amounts for IAC executive officers in respect of performance for the 2024 fiscal year, the Committee considered a variety of factors specific to IAC’s overall performance, including the following:
Annual Cash Bonuses
| OPERATING RESULTS | • While revenue generally declined in 2024 relative to 2023 across IAC’s various businesses, on a consolidated basis, operating income (loss) and Adjusted EBITDA improved in 2024 relative to 2023.* | | STRATEGIC INITIATIVES | • In the case of IAC’s Dotdash Meredith Inc. (“DDM”) business, audience gains across Digital properties, improved digital advertising sales and the implementation of DDM’s new, cookie-less advertising product (D/Cipher); • in the case of IAC’s Angi business, improved service professional retention rates and quality generally, the streamlining of Angi’s sales force, improved marketing efficiencies and increased service professional presentation in response to service requests; • the planned CEO Transition; • the then-planned (now completed) Angi Spin-Off; and • IAC’s continued involvement and ownership stake in MGM and Turo. | | CASH POSITION | • IAC ended the year with approximately $1.8 billion of cash and cash equivalents and marketable debt securities on a consolidated basis, of which $416.0 million and $250 million were held by Angi and DDM, respectively. IAC believes that this cash balance positions it for further long-term growth as it continues to invest in its businesses and identify new opportunities for expansion. |
Annual Cash Bonuses
While the factors noted above were the primary factors considered in determining annual cash bonus amounts, the Committee also considered each executive officer’s role and responsibilities, the relative contributions made by each executive officer during the year, the relative size of annual cash bonuses paid to other executive officers, the recommendations of the Chairman and Senior Executive (other than for his own annual cash bonus) and market data. In addition, the Committee considered achievements in 2024 as compared to achievements and annual cash bonus levels in prior years. * Adjusted EBITDA is a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). For a definition and description of Adjusted EBITDA, as well as a full reconciliation of Adjusted EBITDA to operating income (loss) (the most directly comparable financial measure per GAAP), see the disclosure set forth under the captions Item 7 — Management’s Discussion and Analysis — Principles of Financial Reporting” on pages 66-67 and Note 9 — Segment Information to IAC’s consolidated financial statements on pages 131-132, in each case, of the Annual Report. With respect to Mr. Diller’s annual cash bonus in respect of performance for the 2024 fiscal year, the Committee considered his continuing strategic oversight of IAC’s businesses and involvement with MGM, the Company’s profitability on a consolidated basis for 2024 and his prior compensation history, as well as reviewed a market assessment of compensation for Chair roles conducted by Compensia. With respect to Mr. Levin’s annual cash bonus in respect of performance for the 2024 fiscal year, the Committee considered his contributions during the year, notwithstanding the CEO Transition. With respect to annual cash bonuses in the case of our other NEOs in respect of performance for the 2024 fiscal year, the Committee considered the following in the case of: (i) Mr. Halpin, his continuing role as both Chief Operating Officer and Chief Financial Officer, as well as his role in managing the Company’s balance sheet and capital position, his contributions to strategic, cost management and other operational initiatives and his operational responsibilities as Chief Operating Officer, (ii) Ms. Handler, her overall leadership, as well as her ongoing oversight of IAC’s legal, human resources, regulatory and compliance activities and contributions to strategic and operational initiatives, and (iii) Mr. Kaufman, his participation in strategic oversight of the Company.
Long-Term Incentives
Long-Term Incentives Overview Due to IAC’s entrepreneurial philosophy, we believe that providing a meaningful equity stake in our business is essential to create compensation opportunities that can compete, on a risk-adjusted basis, with the wide range of entrepreneurial employment alternatives in the competitive market. In addition, IAC believes that ownership shapes behavior, and that by providing compensation in the form of equity awards, it aligns executive officer incentives with stockholder interests in a manner that drives superior performance over time. In determining the size of equity awards for an executive officer for any given period, the Committee reviews and evaluates on an individual-by-individual basis the amount of outstanding unvested and/or unexercised equity awards, as well as previously earned or exercised equity awards. In setting award levels, the predominant factors considered by the Committee are providing the executive officer with effective retention incentives, appropriate reward for past performance and incentives for strong future performance and competitive conditions. The annual corporate performance factors relevant to setting annual cash bonus amounts are also considered, although equity awards tend to be more forward-looking, and are a longer-term retention and reward instrument relative to annual cash bonuses. IAC’s practice has been to schedule Committee meetings at which equity awards are to be granted well in advance of (and without regard to) the timing of the release of earnings or other material information. 2024 Equity Awards In late 2023 and early 2024, the Committee reviewed outstanding equity awards held by our executive officers (other than Mr. Levin) and other employees. At such time, for NEOs, these awards consisted of RSU awards for Messrs. Diller, Halpin and Kaufman and Ms. Handler scheduled to cliff vest in each of 2025, 2027, 2025 and 2025, respectively. Although these prior RSU awards granted in 2020 (and in the case of Mr. Halpin only, 2022) were generally intended to be multi-year awards, in early 2023 and 2024, the Committee gradually shifted to a more systematic annual grant program in light of then current market conditions and retention profiles. As a result, in February 2024, the Committee granted RSUs to: • Mr. Halpin with a grant date value of $3.5 million, vesting 50% on each of the second and fourth anniversaries of the grant date, respectively, subject to continued service through the applicable vesting dates; and • Ms. Handler with a grant date value of $2.5 million, vesting 33% on each of the second, third and fourth anniversaries of the grant date, respectively, subject to continued service through the applicable vesting dates. In determining the RSU awards for 2024, the Committee noted current market conditions and retention profiles. For Mr. Halpin, the Committee considered overall annual compensation for his role and the vesting schedules of his outstanding RSU awards, which resulted in the majority of his equity compensation vesting in 2027. For Ms. Handler, the Committee noted overall annual compensation for her role, as well as the vesting schedules of her outstanding RSU awards. No other executive officer received an equity award in 2024. For Messrs. Diller, Levin and Kaufman, this was due to their then current equity positions. 2025 Equity Awards In late 2024 and early 2025, the Committee reviewed outstanding equity awards held by our executive officers and other employees, including the awards previously granted to Mr. Halpin and Ms. Handler. Considering these previous grants and current market and retention trends, the Committee granted RSUs in February 2025 to:
Long-Term Incentives
| MR. HALPIN | Grant date value of $8.0 million, vesting 37.5% and 62.5% on the first and third anniversaries of the grant date, respectively, subject to continued service through the applicable vesting dates. | In determining this award, the Committee considered his continuing dual role as Chief Operating Officer and Chief Financial Officer, his increased duties and responsibilities following the CEO Transition, market comparisons to ensure alignment with industry standards, the vesting schedules of his prior awards and the importance of retaining his expertise and leadership, particularly in light of the CEO Transition and a competitive market environment. | | MS. HANDLER | Grant date value of $4.5 million, vesting in three equal annual installments on the anniversary of the grant date, subject to continued service through the applicable vesting dates. | In determining this award, the Committee considered her overall annual compensation, the expanded scope and complexity of her role due to increased duties and responsibilities following the CEO Transition, market comparisons to ensure alignment with industry standards, the vesting schedules of her prior awards and the importance of retaining her expertise and leadership, particularly in light of the CEO Transition and a competitive market environment. | | MR. KAUFMAN | Mr. Kaufman, with a grant date value of $250,000, vesting in three equal annual installments on the anniversary of the grant date, subject to continued service through the applicable vesting dates. | In determining this award, the Committee noted overall annual compensation for his role and market compensation for similarly situated executives, as well as market compensation for Board members. |
Long-Term Incentives
No other executive officer received an equity award in 2025. For Mr. Diller, this was due to his current equity award holdings and, for Mr. Levin, due to the CEO Transition.
Long-Term Incentives
| The Committee believes that the RSU awards granted pursuant to IAC’s equity compensation program properly align the incentives of IAC’s executive officers with those of its stockholders. |
Change of Control
Change of Control IAC equity awards granted to executive officers generally include a so-called “double-trigger” change of control provision, which provides for the acceleration of the vesting of outstanding equity awards in connection with a change of control of IAC only when an award holder suffers an involuntary termination of employment during the two (2)year period following such change of control. The Committee believes that providing for the acceleration of the vesting of equity awards after an involuntary termination of employment in this case will assist in the retention of IAC’s executive officers through a change of control transaction. Prior to the cancellation and forfeiture of the Restricted Stock Award in January 2025 in connection with the CEO Transition, the terms of such award provided for full vesting upon the consummation of a change of control of IAC. The Board and the Committee believed that this treatment was appropriate given the long-term nature of the arrangement and the Voting Agreement, which was an essential element of the arrangement for Mr. Levin. The Voting Agreement was terminated in January 2025 in connection with the CEO Transition. For purposes of this discussion and the discussion below under the Severance caption, we use the term “involuntary termination” to mean both a termination of an executive officer’s employment by IAC without “cause” and a resignation by an executive officer for “good reason” or similar construct.
Severance
Severance IAC generally provides its executive officers with some amount of salary continuation and the acceleration of the vesting of certain equity awards in the event of an involuntary termination of employment. IAC believes that by providing this benefit, it increases the retentive effect of its equity program, which IAC believes is its most important retention incentive. IAC generally does not provide for the acceleration of the vesting of equity awards in the event an executive officer voluntarily resigns from IAC.
Other Guidelines and Procedures Affecting Executive Compensation
Other Guidelines and Procedures Affecting Executive Compensation Stock-Based Compensation Procedures Regarding Timing and Pricing of Awards IAC equity awards are generally granted in respect of performance for the prior fiscal year in the first quarter of a given year, which equity awards are generally approved by the Committee at its first previously scheduled quarterly meeting in such year. IAC equity awards may also be approved by the Committee in connection with non-routine situations, such as the hiring, promotion or retention of executive officers and other employees or in connection with acquisitions and/or other corporate transactions. In addition, the Committee has delegated to Mr. Halpin and Ms. Handler the authority to make grants of IAC equity to eligible individuals (other than IAC directors and executive officers), subject to certain limitations, generally on the first business day of each calendar month. Except in the case of awards approved by the Committee in connection with non-routine situations and pursuant to delegated authority, IAC equity awards are generally granted at previously scheduled quarterly Committee meetings throughout the year. The Committee does not take material non-public information into account when determining the timing and terms of equity awards, and IAC does not time the disclosure of material non-public information for the purpose of affecting the value of executive compensation. While stock options are not a component of IAC’s current equity compensation program, IAC retains the ability to grant stock options under its 2018 Stock and Annual Incentive Plan (the “2018 Plan”), which provides that the exercise price of any stock options shall be at “fair market value” (the closing price of IAC common stock on the grant date). IAC does not grant “in-the-money” stock options or stock options with exercise prices below fair market value on the grant date. The exercise prices of all IAC stock options previously granted and outstanding as of December 31, 2024 are equal to the fair market value on the grant date. Timing of Stock Option Grants While there are stock options outstanding as of December 31, 2024, IAC did not grant any stock options to its NEOs in 2024. While IAC retains the ability to grant stock options under the 2018 Plan, stock options have not been a component of IAC’s equity compensation program since 2019. As noted above, IAC does not time or plan the release of material non-public information for the purpose of affecting the value of stock options.
Accounting for Stock-Based Compensation
The Executive Compensation section of this proxy statement sets forth certain information regarding total compensation earned by our NEOs for the years set forth below, as well as IAC equity awards granted to them in 2024 (as and if applicable), equity awards held by them on December 31, 2024 and the dollar value realized by them upon the exercise and/or vesting of equity awards (as applicable) during 2024.
Summary Compensation Table
Summary Compensation Table
Summary Compensation Table
| Name and Principal Position(s) | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($) | All Other Compensation ($)(2) | Total ($) | | Barry Diller Chairman and Senior Executive | 2024 | $500,000 | $2,100,000 | — | — | $606,638 | $3,206,638 | | | 2023 | $500,000 | $2,100,000 | — | — | $804,992 | $3,404,992 | | | 2022 | $500,000 | — | — | — | $472,440 | $972,440 | | Joseph Levin(3) Former Chief Executive Officer | 2024 | $1,000,000 | $3,500,000 | — | — | $475,418 | $4,975,418 | | | 2023 | $1,000,000 | $3,500,000 | — | — | $540,756 | $5,040,756 | | | 2022 | $1,000,000 | $3,000,000 | — | — | $477,703 | $4,477,703 | | Christopher Halpin EVP, Chief Operating Officer and Chief Financial Officer | 2024 | $600,000 | $3,500,000 | $3,499,981 | — | $10,000 | $7,609,981 | | | 2023 | $600,000 | $2,500,000 | $7,999,959 | — | $10,000 | $11,109,959 | | | 2022 | $549,231 | $2,000,000 | $24,999,898 | — | $10,000 | $27,559,129 | | Kendall Handler EVP and Chief Legal Officer | 2024 | $500,000 | $2,000,000 | $2,499,986 | — | $10,000 | $5,009,986 | | | 2023 | $500,000 | $1,600,000 | $2,499,994 | — | $10,000 | $4,609,994 | | | 2022 | $500,000 | $1,300,000 | — | — | $30,000 | $1,830,000 | | Victor Kaufman Vice Chairman | 2024 | $100,000 | $100,000 | — | — | $10,000 | $210,000 | | | 2023 | $100,000 | $100,000 | — | — | $10,000 | $210,000 | | | 2022 | $100,000 | — | — | — | $16,246 | $116,246 |
Summary Compensation Table
(1) The amounts in the table above for 2024 under the column header Stock Awards reflects the grant date fair value of IAC RSUs calculated by multiplying the closing price of IAC common stock on the grant date by the number of IAC RSUs awarded. For further details regarding these awards, see footnote 1 to the table set forth under Grants of Plan-Based Awards in 2024 and footnote 2 to the table set forth under Outstanding Equity Awards at 2024 Fiscal Year-End. (2) Additional information regarding all other compensation amounts for each NEO in 2024 is as follows:
Summary Compensation Table
| Name and Principal Position(s) | Barry Diller | Joseph Levin | Christopher Halpin | Kendall Handler | Victor Kaufman | | Personal use of IAC aircraft(a) | $584,791 | $465,418 | — | — | — | | 401(k) plan matching amounts by IAC | $10,000 | $10,000 | $10,000 | $10,000 | $10,000 | | Miscellaneous(b) | $11,667 | — | — | — | — | | | $606,638 | $475,418 | $10,000 | $10,000 | $10,000 |
Summary Compensation Table
(a) Pursuant to IAC’s Airplane Travel Policy, Mr. Diller is required to travel by IAC aircraft (either IAC-owned or aircraft in which IAC has purchased a fractional interest) for both business and personal purposes and, prior to the CEO Transition, Mr. Levin was encouraged to use IAC aircraft (either IAC-owned or aircraft in which IAC has purchased a fractional interest) for business and personal purposes when doing so would serve the interests of IAC. See the discussion regarding airplane travel under the Other Compensation section of the Compensation Discussion and Analysis. Amounts in the table above for Messrs. Diller and Levin reflect the incremental cost to IAC for personal use of IAC aircraft. We calculate the incremental cost to IAC for personal use based on the average variable operating costs to IAC. In the case of IAC-owned aircraft, variable operating costs include fuel, certain maintenance costs, navigation fees, on-board catering, landing fees, crew travel expenses and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of miles the IAC-owned aircraft flew to derive an average variable cost per mile. This average variable cost per mile is then multiplied by the miles flown for personal use. Incremental costs do not include fixed costs that do not change based on usage, such as pilot salaries, the purchase costs of IAC-owned aircraft, insurance, scheduled maintenance and non-trip related hangar expenses. In the case of aircraft in which IAC has purchased a fractional interest, variable costs are calculated by multiplying the hours flown for personal use by the hourly flight and fuel charges, plus airport arrival and/or departure fees (if applicable), and do not include monthly management fees for such aircraft. In the event a NEO has family members or other guests accompany him or her on a business or personal trip, such travel (while it does not result in any incremental cost to IAC) results in the imputation of taxable income to the relevant NEO, the amount of which is calculated in accordance with applicable Internal Revenue Service rules. (b) In the case of Mr. Diller, represents the total amount of other benefits provided to Mr. Diller, none of which individually exceeded 10% of the total value of all perquisites and personal benefits and which reflect an allocation (based on the number of personal computers and communication devices supported by IAC) of costs relating to the use by such individuals of IAC’s information technology technical support and certain communications equipment. (3) Mr. Levin served as Chief Executive Officer of IAC from June 24, 2015 to March 31, 2025. In addition, Mr. Levin served as Chief Executive Officer of Angi from October 10, 2022 to April 4, 2024. For the fiscal year ended December 31, 2024, $130,833 of Mr. Levin’s 2024 salary, $478,750 of his bonus in respect of performance for the 2024 fiscal year and $5,000 of his 401(k) matching amounts, in each case, reflected in the table above, was allocated to Angi. See Note 16-Related Party Transactions to IAC’s consolidated financial statements on page 154 of the Annual Report. In connection with the CEO Transition, Mr. Levin was appointed Executive Chairman of Angi as of April 1, 2025. See the disclosure under the captions Compensation Discussion and Analysis-CEO Transition and Certain Relationships and Related Person Transactions-Relationships Involving Significant Stockholders, Executive Officers and Directors-Relationships Involving Mr. Levin.
Grants of Plan-Based Awards in 2024
Grants of Plan-Based Awards in 2024 The table below provides information regarding all IAC equity awards granted to our NEOs in 2024. The number of IAC RSUs granted do not reflect adjustments made to such awards in connection with the Angi Spin-Off.
Grants of Plan-Based Awards in 2024
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units | Grant Date Fair Value of Stock and Option Awards(1) | | Barry Diller | — | — | — | | Joseph Levin | — | — | — | | Christopher Halpin(2) | 2/06/2024 | 67,088 | $3,499,981 | | Kendall Handler(3) | 2/06/2024 | 47,920 | $2,499,986 | | Victor Kaufman | — | — | — |
Grants of Plan-Based Awards in 2024
(1) Reflects the grant date fair value of IAC RSU awards granted to Mr. Halpin and Ms. Handler in February 2024, calculated by multiplying the closing price of IAC common stock on the grant date by the number of IAC RSUs awarded. (2) Represents IAC RSUs that vest in two equal installments on the second and fourth anniversaries of the grant date, subject to continued service through the applicable vesting dates, and with partial vesting upon certain terminations of employment. (3) Represents IAC RSUs that vest in three equal installments on the second, third and fourth anniversaries of the grant date, subject to continued service through the applicable vesting dates, and with partial vesting upon certain terminations of employment.
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Option Awards ($)(1)(2) | | | | Stock Awards ($)(1)(3) | | | Name | Number of securities underlying unexercised options (#) (Exercisable) | Number of securities underlying unexercised options (#) (Unexercisable) | Option exercise price ($) | Option expiration date | Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) | Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) | | Barry Diller | 500,000 | — | $13.7121 | 3/29/2025 | — | — | | | 500,000 | — | $17.1397 | 3/29/2025 | — | — | | | — | — | — | — | 361,475 | $15,594,032 | | Joseph Levin | 400,000 | — | $15.7064 | 6/24/2025 | — | — | | | 200,000 | — | $8.2070 | 2/10/2026 | — | — | | | 300,000 | — | $15.450 | 2/14/2027 | — | — | | | — | — | — | — | 3,000,000(4) | $129,420,000(4) | | Christopher Halpin | — | — | — | — | 279,652 | $12,064,187 | | Kendall Handler | 3,750 | — | $15.0437 | 3/29/2027 | — | — | | | — | — | — | — | 171,127 | $7,382,419 | | Victor Kaufman | — | — | — | — | 27,752 | $1,197,221 |
Outstanding Equity Awards at 2024 Fiscal Year-End
(1) The number of IAC stock options, RSUs and shares of restricted stock and exercise prices in this table do not reflect adjustments made to such awards (as applicable) in connection with the Angi Spin-Off. (2) In connection with the spin-off of Vimeo in 2021 (the “Vimeo Spin-Off”), each IAC stock option outstanding (all of which were vested) at the time of the Vimeo Spin-Off was split into an IAC stock option and a Vimeo stock option. In addition, in connection with the separation of the businesses within IAC’s former Match Group financial reporting segment from IAC in 2020 (the “Match Separation”), each IAC stock option outstanding (all of which were vested) at the time of the Match Separation was split into an IAC stock option and a Match Group stock option. These IAC, Vimeo and Match Group stock options otherwise have the same terms and conditions (including exercise periods) as the corresponding vested IAC stock options outstanding immediately prior to the relevant transaction. For all IAC NEOs, any value realized upon the exercise of Vimeo and/or Match Group stock options is treated for tax purposes as compensation payable to them in their respective current or former (as applicable) capacities as executive officers of IAC. Accordingly, information regarding Vimeo and Match Group stock options held by IAC NEOs as of December 31, 2024 appears below and information regarding exercises of Vimeo stock options and Match Group stock options by any NEO in any fiscal year (as applicable) will be disclosed under the caption Option Exercises and Stock Vested for the relevant year.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Number of securities underlying unexercised Vimeo Options (#) (Exercisable) | Vimeo Option exercise price ($) | Vimeo Option Expiration Date | | Barry Diller | 811,750 | $4.2488 | 3/29/2025 | | | 811,750 | $5.3109 | 3/29/2025 | | Joseph Levin | 324,700 | $2.5430 | 2/10/2026 | | | 487,050 | $4.7874 | 2/14/2027 | | Kendall Handler | 6,088 | $4.6614 | 3/29/2027 |
Outstanding Equity Awards at 2024 Fiscal Year-End
| | Number of securities underlying unexercised Match Group Options (#) (Exercisable) | Match Group Option exercise price ($) | Match Group Option Expiration Date | | Joseph Levin | 431,680 | $12.9887 | 2/10/2026 | | | 647,520 | $24.4523 | 2/14/2027 | | Kendall Handler | 8,094 | $23.8088 | 3/29/2027 |
Outstanding Equity Awards at 2024 Fiscal Year-End
In the case of Mr. Diller, represents IAC RSUs that cliff vest on November 5, 2025, subject to continued service through the vesting date, and with partial vesting upon certain terminations of employment. In the case of Mr. Levin, represents the Restricted Stock Award that 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. In connection with the CEO Transition, the Restricted Stock Award was cancelled and forfeited in January 2025 in connection with the entry by IAC and Mr. Levin into the ETA. See Note 10-Stock Based Compensation to IAC’s consolidated financial statements on pages 133-134 of the Annual Report and the disclosure under the captions Compensation Disclosure and Analysis-CEO Transition and Certain Relationships and Related Person Transactions-Relationships Involving Significant Stockholders, Executive Officers and Directors-Relationships Involving Mr. Levin. 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 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. In the case of Mr. Halpin, represents: (i) 174,906 IAC RSUs that vest in one lump sum installment on January 26, 2027, (ii) 37,658 IAC RSUs that vested/vest 37.5% on the first and second anniversaries of the grant date, respectively, and 12.5% on the third and fourth anniversaries of the grant date (February 8, 2023), respectively, and (iii) 67,088 IAC RSUs that vest in two equal installments on the second and fourth anniversaries of the grant date (February 6, 2024), in all cases, subject to continued service through the applicable vesting dates, and with partial vesting upon certain terminations of employment. In the case of Ms. Handler, represents: (i) 27,752 IAC RSUs that cliff vested on February 15, 2025, (ii) 60,151 IAC RSUs that cliff vest on November 30, 2025, (iii) 35,304 IAC RSUs that vested/vest 25%, 50% and 25% on the first, third and fourth anniversaries of the grant date (February 8, 2023), and (iv) 47,920 IAC RSUs that vest in three equal installments on the second, third and fourth anniversaries of the grant date (February 6, 2024), in all cases, subject to continued service through the applicable vesting dates, and with partial vesting upon certain terminations of employment. In the case of Mr. Kaufman, represents IAC RSUs that cliff vested on February 15, 2025. For a discussion of the treatment of the IAC RSU and restricted stock awards described above in connection with certain terminations of employment, see Estimated Potential Payments Upon Termination of Change in Control. (4) Reflects the maximum number of shares of restricted IAC common stock held by Mr. Levin as of December 31, 2024. This award was forfeited and cancelled in connection with the CEO Transition.
2024 Option Exercises and Stock Vested
2024 Option Exercises and Stock Vested Information regarding the number of shares acquired by IAC NEOs upon the exercise of IAC and Vimeo stock options and the vesting of IAC RSUs in 2024 and the related value realized (if any), excluding the effect of applicable taxes, is set forth in the table below. None of our NEOs exercised any Match Group stock options in 2024. Applicable stock prices are the actual historical stock prices as of the date(s) of exercise and/or vesting and, accordingly, do not reflect adjustments made to such prices to reflect the Angi Spin-Off.
2024 Option Exercises and Stock Vested
| Name | Number of Shares Acquired Upon Exercise (#) | Value Realized Upon Exercise ($) | Number of Shares Acquired Upon Vesting (#) | Value Realized Upon Vesting ($) | | Barry Diller | — | — | — | — | | Joseph Levin(1) | 100,000 | $4,321,160 | — | — | | Christopher Halpin(2) | — | — | 56,486 | $2,894,908 | | Kendall Handler(2) | — | — | 11,768 | $603,110 | | Victor Kaufman | — | — | — | — |
2024 Option Exercises and Stock Vested
(1) In addition to the exercise of IAC stock options described in the table above, Mr. Levin exercised Vimeo stock options in 2024 (the “Vimeo Option Exercise”). In connection with the Vimeo Option Exercise, he realized value in the amount of $1,021,636, which is equal to the difference between the exercise price of such stock options and the closing price of Vimeo common stock at the time of exercise, multiplied by the number of stock options exercised. (2) Represents the dollar value realized by Mr. Halpin and Ms. Handler upon the vesting of IAC RSUs, which is equal to the closing price of IAC common stock on the vesting date, multiplied by the number of IAC RSUs that vested.
Estimated Potential Payments Upon Termination or Change in Control
Estimated Potential Payments Upon Termination or Change in Control Certain IAC employment agreements, equity award agreements and/or omnibus stock and annual incentive plans entitle IAC NEOs to continued base salary payments, the acceleration of the vesting of IAC equity awards and/or extended post-termination exercise periods for stock options upon certain terminations of employment (including certain terminations during specified periods following a change in control of IAC). In addition, pursuant to the terms of Mr. Levin’s Restricted Stock Award prior to the CEO Transition, he was entitled to the acceleration of the vesting of 100% of such award upon a change in control of IAC.
Amounts and Benefits Payable Upon a Change in Control
| PAY VERSUS PERFORMANCE DISCLOSURE |
Pay Versus Performance Table
Pay Versus Performance Table
Pay Versus Performance Table
| Year | Summary Compensation Table Total for CEO(1) ($) | Compensation Actually Paid to CEO(2) ($) | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | Average Compensation Actually Paid to Non-CEO NEOs(4) ($) | Value of Initial Fixed $100 Investment based on: | | GAAP Net (Loss) Earnings | | | | | | | Company TSR(5) ($) | Peer Group TSR(5) ($) | | | 2024 | $4,975,418 | $(17,284,582) | $4,009,151 | $1,948,047 | $103.48 | $307.93 | $(539,897,000) | | 2023 | $5,040,756 | $16,132,356 | $5,008,736 | $6,606,274 | $125.65 | $222.87 | $265,942,000 | | 2022 | $4,477,703 | $(156,075,397) | $7,730,392 | $(9,642,661) | $106.50 | $133.55 | $(1,170,170,000) | | 2021 | $5,365,063 | $(93,995,837) | $2,798,740 | $(5,183,712) | $313.54 | $204.24 | $597,547,000 | | 2020 | $202,403,426 | $333,730,467 | $32,166,360 | $40,668,833 | $302.20 | $148.89 | $269,726,000 |
Pay Versus Performance Table
(1) Represents the amount of total compensation reported for Mr. Levin for each fiscal year in the Total column of the Summary Compensation Table. Mr. Levin served as CEO from June 2015 through March 31, 2025. (2) In accordance with Item 402(v), the following adjustments were made to the amounts reported for Mr. Levin for each applicable fiscal year in the Total column of the Summary Compensation Table to arrive at CAP:
Pay Versus Performance Table
| Year | Summary Compensation Table Total for CEO ($) | Minus Reported Value of Equity Awards for CEO ($) | (Minus) Plus Equity Award Adjustments for CEO ($)(x) | Compensation Actually Paid to CEO ($) | | 2024 | $4,975,418 | — | $(22,260,000) | $(17,284,582) | | 2023 | $5,040,756 | — | $11,091,600 | $16,132,356 | | 2022 | $4,477,703 | — | $(160,553,100) | $(156,075,397) | | 2021 | $5,365,063 | — | $(99,360,900) | $(93,995,837) | | 2020 | $202,403,426 | $196,080,294 | $327,407,335 | $333,730,467 |
Relationship Between CAP and Performance Measures
| Pay Ratio Disclosure |
Relationship Between CAP and Performance Measures
| DIRECTOR COMPENSATION |
Non-Employee Director Compensation Arrangements
Non-Employee Director Compensation Arrangements The Nominating Committee of the Board has primary responsibility for establishing non-employee director compensation arrangements, which have been designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of IAC common stock to further align the interests of IAC’s non-employee directors with those of IAC’s stockholders. Arrangements in effect during 2024 provided that: (i) each non- employee director receive an annual retainer in the amount of $50,000, (ii) each member of the Audit and Compensation and Human Capital Committees (including their respective Chairs) receive an additional annual retainer in the amount of $10,000 and $5,000, respectively, and (iii) the Chairs of each of the Audit and Compensation and Human Capital Committees receive an additional annual retainer in the amount of $20,000, with all amounts being paid quarterly, in arrears. In addition, these arrangements also provided that each non-employee director receive a grant of IAC RSUs with a dollar value of $250,000 upon initial election to the Board and annually thereafter upon re-election on the date of IAC’s annual meeting of stockholders, the terms of which provide for: (i) vesting in three equal installments commencing on the anniversary of the grant date, (ii) cancellation and forfeiture of unvested units in their entirety upon termination of service from IAC and its subsidiaries and (iii) full acceleration of the vesting of all units upon a change in control of IAC. IAC also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at meetings of the Board and committees thereof.
2024 Non-Employee Director Compensation
2024 Non-Employee Director Compensation The table below provides the amount of: (i) fees earned by IAC’s non-employee directors for services performed during 2024 (excluding the effect of any applicable taxes) and (ii) the grant date fair value of IAC RSU awards granted to non-employee directors in 2024. The number of IAC RSUs set forth below for each of the non-employee directors does not reflect adjustments made to such awards in connection with the Angi Spin-Off.
2024 Non-Employee Director Compensation
| | Fees Earned | | | | | Name | Fees Paid in Cash ($) | Fees Deferred ($)(1) | Stock Awards ($)(2)(3) | Total ($)(4) | | Chelsea Clinton | $25,000 | $25,000 | $249,982 | $299,982 | | Michael D. Eisner | — | $50,000 | $249,982 | $299,982 | | Bonnie S. Hammer | $50,000 | — | $249,982 | $299,982 | | Bryan Lourd | — | $60,000 | $249,992 | $309,982 | | David Rosenblatt | $75,000 | — | $249,982 | $324,982 | | Maria Seferian | $50,000 | — | $249,982 | $299,982 | | Alan G. Spoon | $80,000 | — | $249,982 | $329,982 | | Alexander von Furstenberg | $50,000 | — | $249,982 | $299,982 | | Richard F. Zannino | $65,000 | — | $249,982 | $314,982 |
2024 Non-Employee Director Compensation
(1) Represents the dollar value of fees deferred in the form of share units by the relevant non-employee director under IAC’s Deferred Compensation Plan for Non-Employee Directors. (2) Reflects the grant date fair value of IAC RSU awards, calculated by multiplying the closing price of IAC common stock on the grant date by the number of IAC RSUs awarded. (3) Each of Messrs. Eisner, Lourd, Rosenblatt, Spoon, von Furstenberg and Zannino and Mses. Clinton and Hammer held a total of 8,818 IAC RSUs, respectively, and Ms. Seferian held a total of 8,549 IAC RSUs, in all cases, as of December 31, 2024. (4) The differences in the amounts shown above among directors reflect committee tenure and service (or lack thereof), which varies among directors.
2024 Non-Employee Director Compensation
| EQUITY COMPENSATION PLAN INFORMATION |