DEF 14A of People Inc, Jun 1, 2026

DEF 14A of People Inc

Filed Jun 1, 2026 · FY20250001193125-26-251426

Open on EDGAR

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

    Q: 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.

  2. Election of Directors

    Election of Directors

  3. Proposal and Required Vote

    Proposal and Required Vote At the upcoming Annual Meeting, a board of twelve directors will be elected, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Board). Information concerning director nominees, all of whom are incumbent directors, is set forth below. All director nominees have been recommended for re-election by the Nominating and Corporate Governance (“NCG”) Committee. Although IAC management does not anticipate that any of the persons named below 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. 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 capital stock, voting together as a single class. The Board has designated Tor R. Braham, Alan G. Spoon and Richard F. Zannino as nominees for those positions on the Board to be elected by the holders of IAC common stock voting as a separate class. The election of each of them 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.

  4. Proposal and Required Vote

    | | FOR | Both the NCG Committee and the Board recommend a vote FOR the election of all director nominees. |

  5. Proposal and Required Vote

    | | 5 |

  6. 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 NCG 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).

  7. Barry Diller, Chairman and Senior Executive, IAC

    Barry Diller, Chairman and Senior Executive, IAC

  8. Barry Diller, Chairman and Senior Executive, IAC

    | AGE: | DIRECTOR OF IAC SINCE: | COMMITTEES: | | 84 | August 1995 | Executive Committee |

  9. Barry Diller, Chairman and Senior Executive, IAC

    Mr. Diller is the Chairman and Senior Executive of IAC and the Chairman and Senior Executive of Expedia Group. From 1995 to late 2010, Mr. Diller served as the Chairman and the Chief Executive Officer of IAC. Mr. Diller also serves as Chairman and Senior Executive of Expedia Group, which position he has held since August 2005. 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).

  10. OTHER PUBLIC COMPANY EXPERIENCE

    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. Mr. Diller previously served as a member of the board of directors of The Coca-Cola Company from 2002 through 2024. 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.

  11. OTHER AFFILIATIONS

    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 Woods Hole. He has also served as Producer on numerous Broadway shows, including The Music Man, Death of a Salesman, To Kill a Mockingbird, and The Humans.

  12. OTHER AFFILIATIONS

    | 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. |

  13. OTHER AFFILIATIONS

    | | 8 |

  14. Michael D. Eisner, Chairman, The Tornante Company, LLC

    Michael D. Eisner, Chairman, The Tornante Company, LLC

  15. Michael D. Eisner, Chairman, The Tornante Company, LLC

    | AGE: | DIRECTOR OF IAC SINCE: | COMMITTEES: | | 84 | March 2011 | Executive and NCG Committees |

  16. Michael D. Eisner, Chairman, The Tornante Company, LLC

    Mr. Eisner has served as Managing Member 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.

  17. Victor A. Kaufman, Vice Chairman, IAC

    Victor A. Kaufman, Vice Chairman, IAC

  18. Victor A. Kaufman, Vice Chairman, IAC

    | AGE: | DIRECTOR OF IAC SINCE: | COMMITTEES: | | 82 | December 1996 | Executive Committee |

  19. Victor A. Kaufman, Vice Chairman, IAC

    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.

  20. OTHER PUBLIC COMPANY EXPERIENCE

    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.

  21. OTHER PUBLIC COMPANY EXPERIENCE

    | 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. |

  22. Bryan Lourd, Partner and Managing Director, Creative Artists Agency

    Bryan Lourd, Partner and Managing Director, Creative Artists Agency

  23. Bryan Lourd, Partner and Managing Director, Creative Artists Agency

    | AGE: | DIRECTOR OF IAC SINCE: | COMMITTEES: | | 65 | April 2005 | Audit Committee |

  24. PROFESSIONAL EXPERIENCE

    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.

  25. OTHER AFFILIATIONS

    OTHER AFFILIATIONS In addition to his for-profit affiliations, Mr. Lourd serves on the board of the Lincoln Center for the Performing Arts.

  26. OTHER AFFILIATIONS

    | 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. |

  27. OTHER AFFILIATIONS

    | | 11 |

  28. OTHER AFFILIATIONS

    David Rosenblatt, Chief Executive Officer, 1stdibs.com, Inc.

  29. OTHER AFFILIATIONS

    | AGE: | DIRECTOR OF IAC SINCE: | COMMITTEES: | | 58 | December 2008 | Compensation and Human Capital Committee |

  30. OTHER AFFILIATIONS

    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.

  31. Alan G. Spoon, Former General Partner and Partner Emeritus, Polaris Partners

    Alan G. Spoon, Former General Partner and Partner Emeritus, Polaris Partners

  32. Alan G. Spoon, Former General Partner and Partner Emeritus, Polaris Partners

    | AGE: | DIRECTOR OF IAC SINCE: | COMMITTEES: | | 74 | February 2003 | Audit Committee |

  33. Alan G. Spoon, Former General Partner and Partner Emeritus, Polaris Partners

    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.

  34. OTHER PUBLIC COMPANY EXPERIENCE

    OTHER PUBLIC COMPANY EXPERIENCE Mr. Spoon has served as a member of the board of directors of Danaher Corporation (a global-scale life sciences provider of diagnostics and enabler of therapeutic discovery and manufacturing) since July 1999. He has been a member of the board of Ralliant Corporation (global provider of precision technologies for high-performance needs of engineers) since July 2025. Formerly, he was Board Chairman of Fortive Corporation (global provider of professional and engineered products, software and services), 2016-2025; board member of the Match Group (dating sites and services), 2015-2025; and Cable One, Inc.

  35. Richard F. Zannino, Managing Director, CCMP Capital Advisors, LLC

    Richard F. Zannino, Managing Director, CCMP Capital Advisors, LLC

  36. Richard F. Zannino, Managing Director, CCMP Capital Advisors, LLC

    | AGE: | DIRECTOR OF IAC SINCE: | COMMITTEES: | | 67 | June 2009 | Audit and Compensation and Human Capital Committees |

  37. Richard F. Zannino, Managing Director, CCMP Capital Advisors, LLC

    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.

  38. 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.

  39. Information Concerning IAC Executive Officers Who Are Not Directors

    | JOSEPH LEVIN Former Chief Executive Officer | Joseph Levin, age 46, 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 49, 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. |

  40. Information Concerning IAC Executive Officers Who Are Not Directors

    | | 26 |

  41. Information Concerning IAC Executive Officers Who Are Not Directors

    | KENDALL HANDLER Executive Vice President, Chief Legal Officer and Secretary | Kendall Handler, age 41, 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. |

  42. Information Concerning IAC Executive Officers Who Are Not Directors

    | | 27 |

  43. Overview

    Overview The executive officers whose compensation is discussed in this compensation discussion and analysis (the “CD&A”), and to whom IAC refers to as its named executive officers in this CD&A (the “NEOs”), are: • Barry Diller, Chairman and Senior Executive; • Joseph Levin, former Chief Executive Officer (until March 31, 2025); • Christopher Halpin, Executive Vice President, Chief Operating Officer and Chief Financial Officer; • Kendall Handler, Executive Vice President, Chief Legal Officer and Secretary; and • Victor Kaufman, Vice Chairman. IAC’s executive compensation program is designed to increase long-term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable IAC to meet its growth objectives. Although IAC is a publicly traded company, it attempts to foster an entrepreneurial culture, and attract and retain senior executives with entrepreneurial backgrounds, attitudes and aspirations. Accordingly, when attempting to recruit and retain executive officers, as well as other executives who may become executive officers at a later time, IAC competes not only with other public companies, but also with earlier stage companies, companies funded by private equity and venture capital and other professional firms. IAC structures its executive compensation program so that it can compete in this varied marketplace for talent, with an emphasis on variable, contingent compensation and long-term equity ownership. While IAC considers competitive market data in establishing broad compensation policies and practices and annually assesses the compensation associated with particular executive positions, it does not definitively rely on competitive market data or other benchmarking information in establishing executive compensation levels or structures. IAC makes decisions based on a host of factors particular to a given executive officer’s situation, including its firsthand experience with competition for recruiting executives and its understanding of the current environment, and believes that over-reliance on survey data (or a benchmarking approach) is too rigid for the dynamic and fast changing marketplace for talent in which IAC competes. Similarly, IAC believes that arithmetic approaches to measuring and rewarding short-term performance often fail to adequately consider the multiple factors that contribute to success at a given individual executive and business level. In any given fiscal year, IAC may have multiple objectives, and these objectives (and their relative importance) often change as competitive and strategic landscapes shift and as IAC’s portfolio of businesses evolves. Accordingly, IAC has historically avoided the use of strict formulas in its annual bonus program, believing that they often over-compensate or under-compensate a given performance level. IAC instead relies primarily on an approach that, while based on clear objectives, is not formulaic and allows for the exercise of discretion by the Compensation and Human Capital Committee of the Board (for purposes of this CD&A, the “Committee”), based on its review of a range of Company factors and, to a lesser extent, each executive’s individual performance and other considerations, in setting final bonus amounts. In addition, IAC is of the view that long-term incentive compensation in the form of equity awards aligns the interests of its executives with those of its stockholders. To further this important goal, equity awards play a prominent role in IAC’s overall executive compensation program. IAC has changed the form of its equity awards periodically over the years. For example, in 2019, IAC shifted from stock options to full value restricted stock unit (“RSU”) awards in an effort to reduce the dilutive impact of equity awards granted to its executive officers and strengthen the durability of retention, while still aligning the interests of its executives with those of its stockholders. Then, in 2020, IAC granted five (5) year cliff-vesting RSU awards (and, in the case of Mr. Levin only, a long-term, cliff-vesting performance-based restricted stock award (the “Restricted Stock Award”), which was cancelled and forfeited in connection with the CEO Transition (defined and described below)). In 2023, IAC moved to annual RSU awards generally vesting in equal installments over a four (4) year period and, in 2025, to reduce the number of shares issued to management, the Committee approved annual RSU awards generally vesting in equal installments over a three (3) year period. However, vesting schedules for the RSU awards granted in each of 2023, 2024 and 2025 vary by individual executive based on the vesting schedules of their outstanding awards as of the relevant grant dates. If previously granted cliff-vesting RSUs remained outstanding, in most cases, new RSU awards were backloaded to avoid incremental vestings in the year of the cliff vesting. IAC will continue to evaluate the appropriate form of equity-based incentive awards as market conditions evolve.

  44. CEO Transition

    CEO Transition On January 13, 2025, IAC announced that Mr. Levin would cease to serve as IAC’s Chief Executive Officer and as a member of the Board, effective as of the completion of the spin-off of Angi (the “Angi Spin-Off”). In connection with this announcement, IAC and Mr. Levin entered into an employment transition agreement, dated January 13, 2025 (the “ETA”). Pursuant to the ETA, Mr. Levin transitioned out of his role as Chief Executive Officer of IAC and resigned as a member of the Board immediately following the completion of the Angi Spin-Off on March 31, 2025 (the “CEO Transition”). Pursuant to the ETA: (i) each of the employment agreement, by and between IAC and Mr. Levin, dated November 5, 2020 (the “CEO Employment Agreement”), the Amended and Restated Restricted Stock Agreement, by and between IAC and Mr. Levin, dated June 7, 2021 (the “RSA”), and the Voting Agreement, by and among Mr. Diller and the trustees of certain trusts, on the one hand, and Mr. Levin, on the other hand, dated November 5, 2020 (the “Voting Agreement”), were terminated, and (ii) the Restricted Stock Award granted to Mr. Levin was forfeited and cancelled in its entirety; provided, however, that the customary restrictive covenants contained in the CEO Employment Agreement (confidentiality, non-compete, non-solicit and those relating to proprietary rights and the related assignment of such rights) will remain in effect in accordance with the terms thereof. Mr. Levin continued to serve as Chief Executive Officer and as a member of the Board through March 31, 2025 (the “CEO Transition Period”). During the CEO Transition Period, the Company paid Mr. Levin his then current annual base salary ($1,000,000) and provided him with his then current employee benefits. Following the CEO Transition Period, pursuant to the ETA, Mr. Levin agreed to provide consulting services to IAC for a period of six (6) years following March 31, 2025 (the “Consulting Services”). In consideration for the Consulting Services to be provided by Mr. Levin, the Company agreed to pay Mr. Levin an annual fee in the amount of $3,000,000 per year, with $1,000,000 of such annual fee payable in equal monthly installments, and the remaining $2,000,000 of such annual fee payable on the first business day following each of March 31, 2026, 2027, 2028, 2029, 2030 and 2031. If IAC terminates the Consulting Services other than for Cause (as defined in the ETA), if Mr. Levin terminates the Consulting Services due to a Company payment default or in the event of Mr. Levin’s death or disability during the six (6) year Consulting Services period, IAC will pay all unpaid consulting fees for the balance of such period in one lump sum installment. IAC’s payment obligations related to the Consulting Services will immediately cease if IAC terminates the Consulting Services for Cause.

  45. Compensation Decisions – Roles and Responsibilities

    Compensation Decisions – Roles and Responsibilities The Committee has primary responsibility for establishing the compensation of our executive officers. All compensation decisions referred to throughout this CD&A have been made by the Committee at meetings, based (in part) on recommendations from Messrs. Diller and, prior to the CEO Transition, Mr. Levin, as well as on such additional information deemed pertinent by the Committee in its discretion (as described below). The Committee currently consists of Messrs. Rosenblatt (Chair) and Zannino. Our executive officers participate in structuring IAC-wide compensation programs and establishing appropriate annual cash bonus and equity pools. In early 2026, Mr. Diller met with the Committee and discussed his views regarding corporate and individual executive officer performance for 2025 for Messrs. Halpin and Kaufman and Ms. Handler, and his recommendations for annual bonuses for these executive officers. Mr. Diller also separately discussed his views regarding his own performance with the Committee. Following these discussions, the Committee met in an executive session to review and discuss these recommendations. After consideration of these recommendations, the Committee ultimately determined and approved annual cash bonuses in respect of performance for the 2025 fiscal year for each executive officer and approved RSU awards for Messrs. Halpin and Kaufman and Ms. Handler. In establishing a given executive officer’s compensation package, each individual component was evaluated independently and in relation to the package as a whole. Prior earning histories and outstanding long-term compensation arrangements were also reviewed and considered. However, the Committee does not believe in any formulaic relationship or targeted allocation between these elements. Instead, each individual executive officer’s situation was evaluated on a case-by-case basis (and is each year), considering a variety of relevant factors at the time. The Committee periodically solicits advice from consulting firms and engages legal counsel (as appropriate). The Committee also receives, on at least an annual basis, a live presentation by an independent compensation consultant (see below) about recent developments and best practices concerning executive compensation, which took place in early 2025 and 2026. IAC may also periodically solicit survey or peer compensation data from various consulting firms and review this information with the Committee. In addition, when structuring and determining compensation packages for executive officers, the Committee utilizes an independent compensation consultant, Compensia, Inc. (“Compensia”), chosen after considering such factors that the Committee reasonably determined to be appropriate and as may be required by 5605(d)(3) of the Marketplace Rules. From time to time, the Committee will direct Compensia to furnish any reports and/or peer studies as may be required by the Committee and continues to work with Compensia when structuring executive compensation. The Committee initially retained Compensia in late 2021. As part of the annual review process for 2025 compensation, IAC asked Compensia to conduct a competitive market assessment of the Company’s executive compensation program. Compensia compiled data from proxy statements filed by (and other publicly available information regarding) peer companies and industry specific compensation survey data regarding compensation for executive officer positions (where available) to assist the Committee in its general understanding of current compensation practices. Based on the consideration of the various independence factors specified in applicable SEC rules and the Marketplace Rules, and a review of these factors for 2025 and through early 2026, the Committee determined that its relationship with Compensia, and the work of Compensia on behalf of the Committee, does not raise any conflict of interest. The Committee will review the independence of Compensia (or such other compensation consultant as the Committee may retain from time to time) annually.

  46. Compensation Elements

    | BASE SALARY | | ANNUAL CASH BONUS | | LONG-TERM INCENTIVES |

  47. 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 2025 fiscal year were determined and paid in February 2026. 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. 2025 Cash Bonuses In determining cash bonus amounts for IAC executive officers in respect of performance for the 2025 fiscal year, the Committee considered a variety of factors specific to IAC’s overall performance, including the following:

  48. Annual Cash Bonuses

    | OPERATING RESULTS | • While revenue generally declined in 2025 relative to 2024 across IAC’s various businesses, on a consolidated basis, operating income (loss) and Adjusted EBITDA improved in 2025 relative to 2024.* | | STRATEGIC INITIATIVES | • In the case of IAC’s Dotdash Meredith Inc. business, which rebranded as People Inc. in July of 2025 (“People Inc.”), increase in digital revenue, completion of the acquisition of FeedFeed and entrance into strategic AI content partnerships; • the CEO Transition; • the completion of the Angi Spin-Off; • the initiation of the sale process for IAC's Care.com business and other non-core businesses; • IAC’s continued involvement and ownership stake in MGM and increase of ownership to 25% due to MGM's share repurchases and $40.0 million of additional purchases by IAC; and • IAC's continued involvement in Turo. • | | CASH POSITION | • IAC ended the year with approximately $960 million of cash and cash equivalents and marketable debt securities on a consolidated basis, of which $284 million were held by People Inc. |

  49. 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 2025 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 50-52 and Note 9 – Segment Information to IAC’s consolidated financial statements on pages 99-102, in each case, of the 2025 Annual Report.

  50. Annual Cash Bonuses

    | | 31 |

  51. Annual Cash Bonuses

    With respect to Mr. Diller’s annual cash bonus in respect of performance for the 2025 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 2025 and his prior compensation history, as well as reviewed a market assessment of compensation for Chair roles conducted by Compensia. Due to the CEO Transition, Mr. Levin did not receive an annual cash bonus in respect of performance for the 2025 fiscal year. With respect to annual cash bonuses in the case of our other NEOs in respect of performance for the 2025 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.

  52. 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 at a similar cadence annually, without regard to the timing of the release of earnings or other material information. 2025 Equity Awards In late 2024 and early 2025, 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 2025, the Committee granted RSUs to: • Mr. Halpin with a 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; and • Ms. Handler with a grant date value of $4.5 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. • 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 the RSU awards for 2025, 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. For Mr. Kaufman, the Committee noted overall annual compensation for his role and market compensation for similarly situated executives, as well as market compensation for Board members. No other executive officer received an equity award in 2025.

  53. Long-Term Incentives

    | | 32 |

  54. Long-Term Incentives

    2026 Equity Awards In late 2025 and early 2026, 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 2026 to:

  55. Long-Term Incentives

    | MR. HALPIN | Grant date value of $8.0 million, vesting in two equal installments on each of the second 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. |

  56. Long-Term Incentives

    In April 2026, IAC announced a planned leadership transition pursuant to which Mr. Halpin and Ms. Handler are expected to transition from their current executive roles following the filing of IAC’s Quarterly Report on Form 10-Q for the quarter ending June 30, 2026. In connection with their expected transitions, the treatment of these awards will be governed by the applicable Executive Transition Agreement executed on April 27, 2026 and filed on Form 8-K. No other executive officer received an equity award in 2026.

  57. 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. |

  58. 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.

  59. 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

  60. Severance

    | | 34 |

  61. Severance

    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.

  62. 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, 2025 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, 2025, IAC did not grant any stock options to its NEOs in 2025. 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.

  63. 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 IAC equity awards granted to them in 2025(as and if applicable), equity awards held by them on December 31, 2025 and the dollar value realized by them upon the exercise and/or vesting of equity awards (as applicable) during 2025.

  64. Summary Compensation Table

    Summary Compensation Table

  65. Summary Compensation Table

    | Name and | | | | Stock | Option | All Other | | | Principal | | Salary | Bonus | Awards | Awards | Compensation | Total | | Position(s) | Year | ($) | ($) | ($)(1) | ($) | ($)(2) | ($) | | Barry Diller | 2025 | $500,000 | $2,100,000 | — | — | $778,624 | $3,378,624 | | Chairman and | 2024 | $500,000 | $2,100,000 | — | — | $606,638 | $3,206,638 | | Senior Executive | 2023 | $500,000 | $2,100,000 | — | — | $804,992 | $3,404,992 | | Joseph Levin(3) | 2025 | $273,077 | $— | — | — | $17,327,965 | $17,601,042 | | Former Chief | 2024 | $1,000,000 | $3,500,000 | — | — | $475,418 | $4,975,418 | | Executive Officer | 2023 | $1,000,000 | $3,500,000 | — | — | $540,756 | $5,040,756 | | Christopher Halpin | 2025 | $750,000 | $3,500,000 | $7,999,988 | — | $10,000 | $12,259,988 | | EVP, Chief Operating | 2024 | $600,000 | $3,500,000 | $3,499,981 | — | $10,000 | $7,609,981 | | Officer and Chief Financial Officer | 2023 | $600,000 | $2,500,000 | $7,999,959 | — | $10,000 | $11,109,959 | | Kendall Handler | 2025 | $500,000 | $2,000,000 | $4,499,959 | — | $10,000 | $7,009,959 | | EVP and Chief | 2024 | $500,000 | $2,000,000 | $2,499,986 | — | $10,000 | $5,009,986 | | Legal Officer | 2023 | $500,000 | $1,600,000 | $2,499,994 | — | $10,000 | $4,609,994 | | Victor Kaufman | 2025 | $100,000 | $100,000 | $249,999 | — | $10,000 | $459,999 | | Vice Chairman | 2024 | $100,000 | $100,000 | — | — | $10,000 | $210,000 | | | 2023 | $100,000 | $100,000 | — | — | $10,000 | $210,000 |

  66. Summary Compensation Table

    (1) The amounts in the table above for 2025 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 2025 and footnote 2 to the table set forth under Outstanding Equity Awards at 2025 Fiscal Year-End. (2) Additional information regarding all other compensation amounts for each NEO in 2025 is as follows:

  67. Summary Compensation Table

    | Name and Principal Position(s) | Barry Diller | Joseph Levin | Christopher Halpin | Kendall Handler | Victor Kaufman | | Personal use of IAC aircraft(a) | $555,118 | $147,009 | — | — | — | | 401(k) plan matching amounts by IAC | $10,000 | $10,000 | $10,000 | $10,000 | $10,000 | | Security Expenses(b) | $167,590 | $— | $— | $— | $— | | Miscellaneous(c)(d) | $7,220 | $17,160,001 | $— | $— | $— | | | $739,928 | $17,317,010 | $10,000 | $10,000 | $10,000 |

  68. 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.

  69. Summary Compensation Table

    | | 39 |

  70. Summary Compensation Table

    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) Represents the approximate aggregate cost to IAC of security arrangements for Mr. Diller in addition to security arrangements provided at business facilities and for business travel. The cost of Mr. Diller's security arrangements are split 50/50 with Expedia. (c) 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. (d) In the case of Mr. Levin, represents the amounts paid in severance in connection with the CEO Transition. Pursuant to the ETA, Mr. Levin received (i) 5,008,600 fully vested shares of Class B common stock, par value $0.001 per share, of Angi Inc., with such shares and cash transferred representing the aggregate value as eleven million fully vested shares of Class A common stock, par value $0.001 per share, of Angi Inc. and (ii) $9,346,585 in cash. Mr. Levin served as Chief Executive Officer of IAC from June 24, 2015 to March 31, 2025. His salary for 2025 is prorated to reflect his departure. 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 125 of the 2025 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.

  71. Summary Compensation Table

    | | 40 |

  72. Grants of Plan-Based Awards in 2025

    Grants of Plan-Based Awards in 2025 The table below provides information regarding all IAC equity awards granted to our NEOs in 2025. The number of IAC RSUs granted is as of the grant date and as such does not reflect adjustments made to such awards in connection with the Angi Spin-Off. The number of shares underlying each award, as adjusted for the Angi Spin-Off, is set forth in the footnotes to this table.

  73. Grants of Plan-Based Awards in 2025

    | 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) | 2/06/2025 | 189,125 | $7,999,988 | | Kendall Handler(3) | 2/06/2025 | 106,382 | $4,499,959 | | Victor Kaufman(3) | 2/10/2025 | 6,043 | $249,999 |

  74. Grants of Plan-Based Awards in 2025

    (1) Reflects the grant date fair value of IAC RSU awards granted to Mr. Halpin, Ms. Handler and Mr. Kaufman in February 2025, 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 installments, 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, and with partial vesting upon certain terminations of employment. As adjusted for the Angi Spin-Off, the amount of shares underlying Mr. Halpin's award was 229,560. Represents IAC RSUs that vest in three equal installments on the first, second and third anniversaries of the grant date, subject to continued service through the applicable vesting dates, and with partial vesting upon certain terminations of employment. As adjusted for the Angi Spin-Off, the share amounts underlying Ms. Handler's and Mr. Kaufman's awards were 129,127 and 7,335, respectively.

  75. Grants of Plan-Based Awards in 2025

    | | 41 |

  76. Outstanding Equity Awards at 2025 Fiscal Year-End

    Outstanding Equity Awards at 2025 Fiscal Year-End

  77. Outstanding Equity Awards at 2025 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 | — | — | — | — | — | — | | Joseph Levin | — | — | — | — | — | — | | Christopher Halpin | — | — | — | — | 569,003 | $22,248,017 | | Kendall Handler | 4,551 | — | $12.4000 | 3/29/2027 | — | — | | | — | — | — | — | 230,145 | 8,998,670 | | Victor Kaufman | — | — | — | — | 7,335 | $286,799 |

  78. Outstanding Equity Awards at 2025 Fiscal Year-End

    The number of IAC stock options, RSUs and shares of restricted stock and exercise prices in this table 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. On November 24, 2025, Bending Spoons US Inc. completed the acquisition of Vimeo, pursuant to the terms of the Agreement and Plan of Merger, dated as of September 10, 2025 (the “Vimeo Acquisition“). At the close of the Vimeo Acquisition, all outstanding and unexercised options were cancelled and converted into the right to receive cash, provided the exercise price of such option was greater than the merger consideration. Accordingly, only information regarding outstanding Match Group stock options held by IAC NEOs as of December 31, 2025 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.

  79. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | Number of securities underlying unexercised Match Group Options (#) (Exercisable) | Match Group Option exercise price ($) | Match Group Option Expiration Date | | Kendall Handler | 8,094 | $23.8088 | 3/29/2027 |

  80. Outstanding Equity Awards at 2025 Fiscal Year-End

    (3) In the case of Mr. Halpin, represents: (i) 229,560 IAC RSUs that vested/vest 37.5% and 62.5% on the first and third anniversaries of the grant date (February 6, 2025), (ii) 212,301 IAC RSUs that vest in one lump sum installment on January 26, 2027, (iii) 81,432 IAC RSUs that vest in two equal installments on the second and fourth anniversaries of the grant date (February 6, 2024), and (iv) 45,710 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, 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) 129,127 IAC RSUs that vested/vest in three equal annual installments on the anniversary of the grant date (February 6, 2025), (ii) 58,166 IAC RSUs that vest in three equal installments on the second, third and fourth anniversaries of the grant date (February 6, 2024) and (iii) 42,852 IAC RSUs that vested/vest 25%, 50% and 25% on the first, third and fourth anniversaries of the grant date (February 8, 2023), 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 vest in three equal annual installments on the anniversary of the grant date (February 10, 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.

  81. Outstanding Equity Awards at 2025 Fiscal Year-End

    | | 42 |

  82. 2025 Option Exercises and Stock Vested

    2025 Option Exercises and Stock Vested Information regarding the number of shares acquired by IAC NEOs upon the exercise of IAC, Match and Vimeo stock options and the vesting of IAC RSUs in 2025 and the related value realized (if any), excluding the effect of applicable taxes, is set forth in the table below. 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.

  83. 2025 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(1) | 1,000,000 | $29,894,100 | — | — | | Joseph Levin(1) | 1,092,415 | $29,612,942 | — | — | | Christopher Halpin(2) | — | — | 56,486 | $2,349,818 | | Kendall Handler(1)(2) | — | — | 100,764 | $3,865,430 | | Victor Kaufman(2) | — | — | 27,752 | $1,304,899 |

  84. 2025 Option Exercises and Stock Vested

    (1) In addition to the exercise of IAC stock options described in the table above, Mr. Levin and Mr. Diller exercised Vimeo stock options in 2025 and Ms. Handler's Vimeo stock options were settled in cash at the time of the Vimeo Acquisition, as described above (the “Vimeo Option Exercises”). In connection with the Vimeo Option Exercises, (i) Mr. Levin realized value in the amount of $3,198,587 and (ii) Mr. Diller realized value in the amount of $1,355,866, 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. Ms. Handler received $19,412 in sale proceeds at the closing of the Vimeo Acquisition. Mr. Levin also exercised Match stock options in 2025 and realized value in the amount of $15,047,437, which is equal to the difference between the exercise price of such options and the closing price of Match common stock at the time of exercise, multiplied by the number of stock options exercised. Represents the dollar value realized by Mr. Halpin, Ms. Handler and Mr. Kaufman 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.

  85. 2025 Option Exercises and Stock Vested

    | | 43 |

  86. 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.

  87. Pay Versus Performance Table

    Pay Versus Performance Table

  88. Pay Versus Performance Table

    | | Summary Compensation | Compensation | Average Summary Compensation Table Total | Average Compensation Actually Paid | Value of Initial Fixed $100 Investment based on: | | | | Year | Table Total for CEO(1) ($) | Actually Paid to CEO(2) ($) | for Non-CEO NEOs(3) ($) | to Non-CEO NEOs(4) ($) | Company TSR(5) ($) | Peer Group TSR(5) ($) | GAAP Net (Loss) Earnings | | 2025 | $17,601,042 | $(22,508,958) | $5,777,143 | $6,305,240 | $37.67 | $263.67 | $(104,026,000) | | 2024 | $4,975,418 | $(17,284,582) | $4,009,151 | $1,948,047 | $34.24 | $206.81 | $(539,897,000) | | 2023 | $5,040,756 | $16,132,356 | $5,008,736 | $6,606,274 | $41.58 | $149.68 | $265,942,000 | | 2022 | $4,477,703 | $(156,075,397) | $7,730,392 | $(9,642,661) | $35.24 | $89.69 | $(1,170,170,000) | | 2021 | $5,365,063 | $(93,995,837) | $2,798,740 | $(5,183,712) | $103.76 | $137.17 | $597,547,000 |

  89. Pay Versus Performance Table

    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.

  90. Pay Versus Performance Table

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  91. Pay Versus Performance Table

    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:

  92. 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 ($)(x) | Compensation Actually Paid to CEO ($) | | 2025 | $17,601,042 | — | $(40,110,000) | $(22,508,958) | | 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) |

  93. Pay Versus Performance Table

    (x) Represents adjustments to Mr. Levin’s IAC equity awards shown in the table above in accordance with Item 402(v), which were as follows:

  94. Pay Versus Performance Table

    | Year | Average Year End Fair Value of Equity Awards Granted in the Covered Year ($) | Change in Fair Value from Prior Year End to Covered Year End of Prior Years’ Awards Unvested at the End of Covered Year ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year ($) | Change in Fair Value from Prior Year End to Vesting Date of Prior Years’ Awards that Vested in Covered Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) | Total Average Equity Award Adjustments ($) | | 2025 | — | — | — | — | $(40,110,000) | $(40,110,000) | | 2024 | — | $(22,260,000) | — | — | — | $(22,260,000) | | 2023 | — | $11,091,600 | — | — | — | $11,091,600 | | 2022 | — | $(160,553,100) | — | — | — | $(160,553,100) | | 2021 | — | $(99,360,900) | — | — | — | $(99,360,900) |

  95. Pay Versus Performance Table

    (3) Represents the average of total compensation reported for our non-CEO NEOs as a group for each fiscal year in the Total column of the Summary Compensation Table (and, in the case of former non-CEO NEOs, in the Total column of the Summary Compensation Table in prior years’ proxy statements). The names of each non-CEO NEO included for purposes of calculating the average amounts of total compensation in each fiscal year are as follows: (i) for 2025 and 2024, Messrs. Diller, Halpin and Kaufman and Ms. Handler, (ii) for 2023, Messrs. Diller and Halpin. Ms. Handler and our former Executive Vice President and Chief Strategy Officer, Mark Stein, (iii) for 2022, Messrs. Diller, Halpin and Stein and Ms. Handler, and (iv) for 2021, Messrs. Diller and Stein, Ms. Handler and our former Executive Vice President and Chief Financial Officer, Glenn H. Schiffman. (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 (and in the case of former non-CEO NEOs, in the Total column of the Summary Compensation Table in prior years’ proxy statements) to arrive at CAP:

  96. 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(y) ($) | Average Compensation Actually Paid to Non-CEO NEOs ($) | | 2025 | $5,777,143 | $(3,187,487) | $3,715,584 | $6,305,240 | | 2024 | $4,009,151 | $(1,499,992) | $(561,113) | $1,948,047 | | 2023 | $5,008,736 | $2,624,988 | $4,222,526 | $6,606,274 | | 2022 | $7,730,392 | $6,249,975 | $(11,123,079) | $(9,642,661) | | 2021 | $2,798,740 | $562,484 | $(7,419,968) | $(5,183,712) |

  97. Pay Versus Performance Table

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  98. Pay Versus Performance Table

    (y) Represents adjustments to the non-CEO NEOs’ IAC equity awards pursuant to Item 402(v), which were as follows:

  99. Pay Versus Performance Table

    | Year | Average Year End Fair Value of Equity Awards Granted in the Covered Year ($) | Change in Fair Value from Prior Year End to Covered Year End of Prior Years’ Awards Unvested at the End of Covered Year ($) | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year ($) | Change in Fair Value from Prior Year End to Vesting Date of Prior Years’ Awards that Vested in Covered Year ($) | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) | Total Average Equity Award Adjustments ($) | | 2025 | $3,577,865 | $391,889 | — | $(254,170) | — | $3,715,584 | | 2024 | $1,240,361 | $(1,805,228) | — | $3,754 | — | $(561,113) | | 2023 | $2,588,908 | $1,577,648 | — | $55,970 | — | $4,222,526 | | 2022 | $2,157,174 | $(13,289,474) | — | $9,222 | — | $(11,123,079) | | 2021 | $581,986 | $(8,019,698) | — | $17,744 | — | $(7,419,968) |

  100. Pay Versus Performance Table

    (5) Total shareholder return (“TSR”) reflects the cumulative total return (assuming dividend reinvestment, as applicable) of IAC common stock and the Russell 1000 Technology Index (a peer issuer selected in accordance with SEC rules, the “Industry Index”), in each case, based on $100.00 invested at the close of trading on December 31, 2020 through the end of the applicable year. Historical stock performance is not necessarily indicative of future stock performance.

  101. Pay Ratio

    Pay Ratio

  102. Non-Employee Director Compensation Arrangements

    Non-Employee Director Compensation Arrangements The NCG 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. In connection with the Company's 2025 annual meeting of stockholders (the “2025 Annual Meeting“), the NCG Committee recommended, based on market guidance from Compensia, and the Board approved, updated director compensation arrangements that took effect on June 18, 2025 and were prorated for the portion of the remainder of 2025. Prior to the 2025 Annual Meeting, arrangements in effect during 2025 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. Following the 2025 Annual Meeting, the arrangement provided that: (i) each non-employee director receive an annual retainer in the amount of $50,000, (ii) each member of the Audit Committee (including its Chair) receive an additional annual retainer in the amount of $15,000, (iii) the Chair of the Audit Committee receive an annual retainer in the amount of $35,000, (iv) each member of the Compensation and Human Capital Committee (including its Chair) receive an additional annual retainer in the amount of $12,500, (v) the Chair of the Compensation and Human Capital Committee receive an additional annual retainer in the amount of $25,000, (vi) members of the NCG Committee (including its Chair) receive an additional annual retainer in the amount of $7,500, and (vii) the Chair of the NCG Committee receive an additional annual retainer in the amount of $15,000, 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.

  103. 2025 Non-Employee Director Compensation

    2025 Non-Employee Director Compensation The table below provides the amount of: (i) fees earned by IAC’s non-employee directors for services performed during 2025 (excluding the effect of any applicable taxes) and (ii) the grant date fair value of IAC RSU awards granted to non-employee directors in 2025. The fees set forth below reflect the update to non-employee director compensation that occurred in 2025, prorated from the date of the 2025 Annual Meeting. 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.

  104. 2025 Non-Employee Director Compensation

    | | Fees Earned | | | | | Name | Fees Paid in Cash ($) | Fees Deferred ($)(1) | Stock Awards ($)(2)(3) | Total ($)(4) | | Tor Braham | $31,146 | $— | $249,977 | $281,123 | | Chelsea Clinton | $25,000 | $25,000 | $249,977 | $299,977 | | Michael D. Eisner | — | $54,063 | $249,977 | $304,039 | | Bonnie S. Hammer | $62,188 | — | $249,977 | $312,164 | | Bryan Lourd | — | $62,708 | $249,977 | $312,685 | | David Rosenblatt | $81,771 | — | $249,977 | $331,748 | | Maria Seferian | — | $50,000 | $249,977 | $299,977 | | Alan G. Spoon | $90,833 | — | $249,977 | $340,810 | | Alexander von Furstenberg | $50,000 | — | $249,977 | $299,977 | | Richard F. Zannino | $71,771 | — | $249,977 | $321,748 |

  105. 2025 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 12,552 IAC RSUs, respectively, Ms. Seferian held a total of 13,017 IAC RSUs and Mr. Braham held a total of 6,791 IAC RSUs, in all cases, as of December 31, 2025. The differences in the amounts shown above among directors reflect committee tenure and service (or lack thereof), which varies among directors. See "Non-employee Director Compensation Arrangements" for further discussion of fee amounts and the changes which occurred in 2025.

  106. 2025 Non-Employee Director Compensation

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  107. Stockholder Proposals and Director Nominees

    Stockholder Proposals and Director Nominees