(Name of Registrant as Specified In Its Charter) | ||||||
(Name of Person(s) Filing Proxy Statement, if other than the Registrant) | ||||||
Payment of Filing Fee (Check the appropriate box): | ||||||
No fee required. | ||||||
¨ | Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11. | |||||
| (1) | Title of each class of securities to which transaction applies: | |||||
| (2) | Aggregate number of securities to which transaction applies: | |||||
| (3) | Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): | |||||
| (4) | Proposed maximum aggregate value of transaction: | |||||
| (5) | Total fee paid: | |||||
Fee paid previously with preliminary materials. | ||||||
Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. | ||||||
(1) | Amount Previously Paid: | |||||
| (2) | Form, Schedule or Registration Statement No.: | |||||
| (3) | Filing Party: | |||||
| (4) | Date Filed: | |||||
May 8, 2018
April 30, 2021
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of IAC/InterActiveCorp,Match Group, Inc., which will be held on Thursday,Tuesday, June 28, 2018,15, 2021, at 9:4:00 a.m.p.m., Eastern Daylight Time. This year'sThe Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/IACI2018MTCH2021. We believe hosting a virtual meeting will allow for greater stockholder attendance at the Annual Meeting by enabling stockholders who might not otherwise be able to travel to a physical meeting to attend online and participate from any location around the world.
At the Annual Meeting, stockholders will be asked to: (i)(1) elect twelvethree directors, (ii)(2) approve the IAC/InterActiveCorp 2018Match Group, Inc. 2021 Global Employee Stock and Annual IncentivePurchase Plan and (iii)(3) ratify the appointment of Ernst & Young as IAC'sMatch Group’s independent registered public accounting firm for the 20182021 fiscal year. IAC'sMatch Group’s Board of Directors believes that the proposals being submitted for stockholder approval are in the best interests of IACMatch Group and its stockholders and recommends a vote consistent with the Board'sBoard’s recommendation for each proposal.
It is important that your shares be represented and voted at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to participate in the Annual Meeting online, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you participate in the Annual Meeting online, you may also vote your shares online at that time if you wish, even if you have previously submitted your vote.
| Sincerely, | ||
  | ||
555 WEST 18TH STREET NEW YORK, NEW YORK 10011 212.314.73008750 NORTH CENTRAL EXPRESSWAY, SUITE 1400, DALLAS, TEXAS 75231 214.576.9352 www.iac.comwww.mtch.com
Table of ContentsMATCH GROUP, INC.
IAC/INTERACTIVECORP555 West 18th StreetNew York, New York 100118750 North Central Expressway, Suite 1400
Dallas, Texas 75231
NOTICE OF 20182021 ANNUAL MEETING OF STOCKHOLDERS
To the Stockholders:
IAC/InterActiveCorp ("IAC"Match Group, Inc. (“Match Group”) is making this proxy statement available to holders of our common stock and Class B common stock in connection with the solicitation of proxies by IAC'sMatch Group’s Board of Directors for use at the Annual Meeting of Stockholders to be held on Thursday,Tuesday, June 28, 2018,15, 2021, at 9:4:00 a.m.p.m., Eastern Daylight Time. This year'sThe Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/IACI2018MTCH2021. At the Annual Meeting, stockholders will be asked to:
1. elect twelve members of IAC's Board of Directors, each to hold office for a one-year term ending on the date of 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 IAC's Board of Directors);asked:
2. to approve the IAC/InterActiveCorp 2018 Stock and Annual Incentive
| 1. | to elect three members of our Board of Directors, each to hold office for a three-year term ending on the date of the annual meeting of stockholders in 2024 or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from our Board of Directors); |
| 2. | to approve the Match Group, Inc. 2021 Global Employee Stock Purchase Plan; |
| 3. | to ratify the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 fiscal year; and |
| 4. | to transact such other business as may properly come before the meeting and any related adjournments or postponements. |
3. ratify the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2018 fiscal year; and
4. transact such other business as may properly come before the meeting and any related adjournments or postponements.
IAC'sMatch Group’s Board of Directors has set April 30, 201816, 2021 as the record date for the Annual Meeting. This means that holders of record of our common stock and Class B common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.
As permitted by applicable Securities and Exchange Commission rules, on or about April 30, 2021, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and 2020 Annual Report on Form 10-K online, as well as instructions on how to obtain printed copies of these materials by mail.
Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/IACI2018MTCH2021, you will need the 16-digitsixteen-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.
| By order of the Board of Directors, | ||
  | ||
April 30, 2021
May 8, 2018
TABLE OF CONTENTS
| Section | |||||
| Page Number | |||||
|---|---|---|---|---|---|
Questions and Answers About the Annual Meeting and Voting | 1 | ||||
| |||||
Proposal | |||||
| Proposal and Required Vote
| |||||
| Information Concerning Director Nominees and Other Members | 6 | ||||
Corporate Governance | 8 | ||||
| The Board and Board Committees | 11 | ||||
| Proposal 2—Approval of the Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the 2021 ESPP Proposal) | 12 | ||||
| Summary of Material Provisions of the ESPP
| |||||
| |||||
| |||||
| |||||
| |||||
| |||||
| |||||
| |||||
Proposal 3—Ratification of Appointment of Independent Registered Public Accounting Firm | |||||
Audit Committee Matters | |||||
Audit Committee Report | |||||
Fees Paid to Our Independent Registered Public Accounting Firm | |||||
Audit and Non-Audit Services Pre-Approval Policy | |||||
Information Concerning | 20 | ||||
| Compensation Discussion and Analysis | 21 | ||||
| Compensation Committee Report | 25 | ||||
| Compensation Committee Interlocks and Insider Participation | 25 | ||||
| Executive Compensation
| 26 | ||||
| Overview
| |||||
2020 Summary Compensation | |||||
| |||||
| |||||
| |||||
Grants of Plan-Based Awards in | |||||
Outstanding Equity Awards at | |||||
| |||||
Estimated Potential Payments Upon Termination or Change in Control | |||||
CEO Pay Ratio | |||||
| Equity Compensation Plan Information
| |||||
| Director Compensation
| |||||
Security Ownership of Certain Beneficial Owners and Management | |||||
| |||||
Certain Relationships and Related Person Transactions | |||||
Review of Related Person Transactions | |||||
Relationships Involving Significant Stockholders | |||||
Relationships Involving | |||||
Annual Reports | |||||
Stockholder Proposals and Director Nominees for Presentation at the | |||||
| Householding
| |||||
Notice of Internet Availability of Proxy Materials | |||||
Appendix A— | A-1 | ||||
| Appendix B—Compensation and Human Resources Committee Charter | B-1 | ||||
| Appendix C—Nominating Committee Charter | C-1 | ||||
| Appendix D—Match Group, Inc. 2021 Global Employee Stock Purchase Plan | D-1 | ||||
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING
Q:Why did I receive a Notice of Internet Availability of Proxy Materials?A:In accordance with rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to deliver this proxy statement and our 2017 Annual Report on Form 10-K to the majority of our stockholders online in lieu of mailing printed copies of these materials to each of our stockholders (the "Notice Process"). If you received a Notice of Internet Availability of Proxy Materials (the "Notice") by mail, you will not receive printed copies of our proxy materials unless you request them. Instead, the Notice provides instructions on how to access this proxy statement and our 2017 Annual Report on Form 10-K online, as well as how to obtain printed copies of these materials by mail. We believe that the Notice Process allows us to provide our stockholders with the information they need in a more timely manner than if we had elected to mail printed materials, while reducing the environmental impact of, and lowering the costs associated with, the printing and distribution of our proxy materials.
| Q: | Why did I receive a Notice of Internet Availability of Proxy Materials? |
| A: | In accordance with rules adopted by the U.S. Securities and Exchange Commission (the “SEC”), we have elected to deliver this proxy statement and our 2020 Annual Report on Form 10-K to the majority of our stockholders online in lieu of mailing printed copies of these materials to each of our stockholders (the “Notice Process”). If you received a Notice of Internet Availability of Proxy Materials (the “Notice”) by mail, you will not receive printed copies of our proxy materials unless you request them. Instead, the Notice provides instructions on how to access this proxy statement and our 2020 Annual Report on Form 10-K online, as well as how to obtain printed copies of these materials by mail. We believe that the Notice Process allows us to provide our stockholders with the information they need in a more timely manner than if we had elected to mail printed materials, while reducing the environmental impact of, and lowering the costs associated with, the printing and distribution of our proxy materials. |
The Notice, our proxy materials and our 20172020 Annual Report on Form 10-K are being mailed on or about May 8, 2018April 30, 2021 to stockholders of record atas of the close of business on April 30, 201816, 2021 and this proxy statement and our 20172020 Annual Report on Form 10-K will be available atwww.proxyvote.com beginning on May 8, 2018.April 30, 2021. If you received a Notice by mail but would rather receive printed copies of our proxy materials, please follow the instructions included in the Notice. You will not receive a Notice if you have previously elected to receive printed copies of our proxy materials.
Q:Can I vote my shares by filling out and returning the Notice?A:No. However, the Notice provides instructions on how to vote your shares before the date of the Annual Meeting by way of completing and submitting your proxy online, by phone or by requesting and returning a written proxy card by mail, or by voting at the Annual Meeting online atwww.virtualshareholdermeeting.com/IACI2018.Q:How do I participate in the Annual Meeting?A:To participate in the Annual Meeting, go towww.virtualshareholdermeeting.com/IACI2018and enter the 16-digit control number included on your Notice, your proxy card or the instructions that accompanied your proxy materials.Q:Who is entitled to vote at the Annual Meeting?A:Holders of IAC common stock and Class B common stock at the close of business on April 30, 2018, the record date for the Annual Meeting established by IAC's Board of Directors, are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.
| Q: | Can I vote my shares by filling out and returning the Notice? |
| A: | No. However, the Notice provides instructions on how to vote your shares: (i) before the date of the Annual Meeting by completing and submitting your proxy online or by phone, or by requesting and returning a written proxy card by mail, or (ii) by voting at the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021. |
| Q: | How do I participate in the Annual Meeting? |
| A: | To participate in the Annual Meeting, go to www.virtualshareholdermeeting.com/MTCH2021 and enter the sixteen-digit control number included in your Notice, your proxy card or the instructions that accompanied your proxy materials. |
| Q: | Who is entitled to vote at the Annual Meeting? |
| A: | Holders of common stock of Match Group, Inc. (“Match Group” or the “Company”) as of the close of business on April 16, 2021, the record date for the Annual Meeting established by Match Group’s Board of Directors, are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements. |
At the close of business on April 27, 2018 (the last business day prior to the record date and the filing of this proxy statement),16, 2021, there were 77,788,934270,148,970 shares of IACMatch Group common stock outstanding and 5,789,499 shares of Class B common stock outstanding.entitled to vote. Holders of IACMatch Group common stock are entitled to one vote per share and holders of Class B common stock are entitled to ten votes per share.
Q:What is the difference between a stockholder of record and a stockholder who holds stock in street name?A:If your IAC shares are registered in your name, you are a stockholder of record. If your IAC shares are held in the name of your broker, bank or other holder of record, your shares are held in street name.
| Q: | What is the difference between a stockholder of record and a stockholder who holds stock in street name? |
| A: | If your Match Group shares are registered in your name, you are a stockholder of record. If your Match Group shares are held in the name of your broker, bank or other holder of record, your shares are held in street name. |
You may examine a list of the stockholders of record at the close of business on April 30, 201816, 2021 for any purpose germane to the Annual Meeting during normal business hours during the 10-day period preceding the date of the meeting at IAC's corporate headquarters,our Dallas offices, located at 555 West 18th Street, New York, New York 10011.
Q:What shares are included on the enclosed proxy card?A:If you are a stockholder of record only, you8750 North Central Expressway, Suite 1400, Dallas, Texas 75231. This list willreceive one proxy card from Broadridge for all IAC shares that you hold. If you hold IAC shares in street name through one or more banks, brokers and/or other holders of record, you will receive proxy materials, together with voting instructions and information regarding the consolidation of your votes, from the third party or parties through which you hold your IAC shares. If you are a stockholder of record and hold additional IAC shares in street name, you will receive proxy materials from Broadridge and the third party or parties through which you hold your IAC shares.Q:What are the quorum requirements for the Annual Meeting?A:The presencealso be made available at the Annual Meetingin person or by proxy, of holders having a majority of the total votes entitled to be cast by holders of IAC common stock and Class B common stockonline atthe Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/IACI2018MTCH2021will be considered to be attending such meeting in person for purposes of determining whether a quorum has been met. When the holders of IAC common stock vote as a separate class, the presence at the Annual Meeting of holders of a majority of the total votes entitled to be cast by holders of IAC common stock is required for a quorum to be met. Shares of IAC common stock and Class B common stock represented by proxy will be treated as present at the Annual Meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining..Q:What matters will IAC stockholders vote on at the Annual Meeting?A:IAC stockholders will vote on the following proposals:•Proposal 1—to elect twelve members of IAC's Board of Directors, each to hold office for a one-year term ending on the date of 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 IAC's Board of Directors);•Proposal 2—to approve the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan (the "2018 Stock Plan Proposal");•Proposal 3—to ratify the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2018 fiscal year; and•
Q: What are the quorum requirements for the Annual Meeting? A: The presence at the Annual Meeting, in person or by proxy, of holders having a majority of the total voting power entitled to vote by holders of Match Group common stock at the Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021 will be deemed to be in person attendees for purposes of determining whether a quorum has been met. Shares of Match Group common stock represented by proxy will be treated as present at the Annual Meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining. Q: What matters will Match Group stockholders vote on at the Annual Meeting? A: Match Group stockholders will vote on the following proposals: • Proposal 1—to elect three members of Match Group’s Board of Directors, each to hold office for a three-year term ending on the date of the annual meeting of stockholders in 2024 or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from Match Group’s Board of Directors); • Proposal 2—to approve the Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the “2021 ESPP Proposal”); • Proposal 3—to ratify the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 fiscal year; and to transact such other business as may properly come before the Annual Meeting and any related adjournments or postponements.Q:What are my voting choices when voting for director nominees and what votes are required to elect director nominees to IAC's Board of Directors?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 Edgar Bronfman, Jr., Chelsea Clinton, Barry Diller, Michael D. Eisner, Bonnie S. Hammer, Victor A. Kaufman, Joseph Levin, David Rosenblatt and Alexander von Furstenberg as directors requires the affirmative vote of a plurality of the total number of votesQ: What are my voting choices when voting for director nominees and what votes are required to elect director nominees to Match Group’s Board of Directors? A: You may vote in favor of a director nominee, against that director nominee or abstain from voting as to the director nominee. cast by the holders of shares of IAC common stock and Class B common stock voting together as a single class (hereinafter referred to as "IAC capital stock"), with each share of common stock and Class B common stock representing the right to one and ten vote(s), respectively.The election of each of
Bryan Lourd, Alan G. Spoon and Richard F. Zannino as directorsour director nominees requires the affirmative voteof 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 that our stockholders voteFORthe election of each of the director nominees.Q:What are my voting choices when voting on the 2018 Stock Plan Proposal and what votes are required to approve this proposal?A:You may vote in favor of the 2018 Stock Plan Proposal, vote against the 2018 Stock Plan Proposal or abstain from voting on the 2018 Stock Plan Proposal.
The approval of the 2018 Stock Plan Proposal requires the affirmative vote of the holdersof a majority of the voting power of the shares ofIAC capitalMatch Group common stock present at the Annual Meeting in person or represented by proxy andvoting together.entitled to vote. Our bylaws provide that any incumbent nominee who does not receive the votes required for reelection, promptly tender their resignation, and that the Board then decide, through a process managed by the Nominating Committee of the Board and excluding the nominee in question, whether to accept the resignation at its next regularly scheduled meeting.The Board recommends that our stockholders vote
2018 Stock Plan Proposal.Q:What are my voting choices when voting on the ratificationelection of each of theappointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2018 fiscal year and what votes are required to ratify such appointment?A:- director nominees.
Q: What are my voting choices when voting on the 2021 ESPP Proposal and what votes are required to approve this proposal? A: You may vote in favor of the 2021 ESPP Proposal, vote against the 2021 ESPP Proposal or abstain from voting on the 2021 ESPP Proposal. The approval of the
ratification, vote against the ratification or abstain from voting on the ratification.
The ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2018 fiscal year2021 ESPP Proposal requires the affirmative voteof the holdersof a majority of the voting power of the shares ofIAC capitalMatch Group common stock present at the Annual Meeting in person or represented by proxy andvoting together.entitled to vote.The Board recommends that our stockholders voteFOR the 2021 ESPP Proposal.
Q: What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 fiscal year and what votes are required to ratify this appointment? A: You may vote in favor of the ratification, vote against the ratification or abstain from voting on the ratification. The ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 fiscal year requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote.
The Board recommends that our stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as
IAC'sMatch Group’s independent registered public accounting firm for the20182021 fiscal year.Q:Could other matters be decided at the Annual Meeting?A:As of the date of this proxy statement, the Company did not know of any matters to be raised at the Annual Meeting, other than those referred to in this proxy statement.
Q: Could other matters be decided at the Annual Meeting? A: As of the date of this proxy statement, we did not know of any matters to be raised at the Annual Meeting, other than those referred to in this proxy statement. If any other matters are properly presented at the Annual Meeting for consideration, the three
IACMatch Group officers who have been designated as proxies for the Annual Meeting,(Joanne Hawkins, Glenn H. SchiffmanPhilip D. Eigenmann, Jared F. Sine andGregg Winiarski)Francisco J. Villamar, will have the discretion to vote on those matters for stockholders who have submitted their proxy.Q:What do I need to do now to vote at the Annual Meeting?A:IAC's Board of Directors is soliciting proxies for use at the Annual Meeting. Stockholders may submit proxies to instruct the designated proxies to vote their shares before the date of the Annual Meeting in any of three ways:•Submitting a proxy online:Submit your proxy online atwww.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on Wednesday, June 27, 2018;•Submitting a proxy by telephone:Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card (1.800.690.6903). Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on Wednesday, June 27, 2018; or•Submitting a proxy by mail:If you choose to submit your proxy by mail, simply mark, date and sign your proxy, and return it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
Q: What do I need to do now to vote at the Annual Meeting? A: Match Group’s Board of Directors is soliciting proxies for use at the Annual Meeting. Stockholders may submit proxies to instruct the designated proxies to vote their shares before the date of the Annual Meeting, in any of the following three ways: • Submitting a proxy online: Submit your proxy online at www.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Monday, June 14, 2021; • Submitting a proxy by telephone: Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card (1.800.690.6903). Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Standard Time, on Monday, June 14, 2021; or • Submitting a proxy by mail: If you choose to submit your proxy by mail, simply mark, date and sign your proxy, and return it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717. You may also participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/
IACI2018MTCH2021 and vote your shares online at that time, even if you have previously submitted your vote. To do so, you will need the16-digitsixteen-digit control number includedonin your Notice, your proxy card or the instructions that accompanied your proxy materials.For
IACMatch Group shares held in street name, holders may submit a proxy online or by telephone before the date of the Annual Meeting if their broker, bankand/or other holder of record makes these methods available. If you submit a proxy online or by telephone,DO NOTdo not request and return a printed proxy card fromIACMatch Group or from your broker, bankand/or other holder of record. If you hold your shares through a broker, bankand/or other holder of record, follow the voting instructions you receive from your broker, bankand/or other holder of record.Q:If I hold my IAC shares in street name, will my broker, bank or other holder of record vote these shares for me?Q: If I hold my Match Group shares in street name, will my broker, bank or other holder of record vote these shares for me? A: If you hold your Match Group shares in street name, you must provide your broker, bank or other holder of record with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted by your broker, bank or other holder of record depends on the type of item being considered for a vote. A:If you hold shares of IAC common stock in street name, you must provide your broker, bank and/or other holder of record with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted by your broker, bank and/or other holder of record depends on the type of item being considered for a vote.Non-Discretionary Items. The election of directors and the
2018 Stock Plan2021 ESPP Proposal are non-discretionary items and mayNOTnot be voted on by your broker, bankand/or other holder of record absent specific voting instructions from you. Ifyou do not provideyour bank, brokerand/or other holder of record doeswithnot receive specific voting instructions from you, a “broker non-vote” will occur in the case of your shares ofIACMatch Group common stockwill be represented by "broker non-votes."for these proposals.Discretionary Items. The ratification of Ernst & Young LLP as
IAC'sMatch Group’s independent registered public accounting firm for the20182021 fiscal year is a discretionary item. Generally, brokers, banks and other holders of record that do not receive voting instructionsfrom youmay vote on this proposal in their discretion.Q: What effect do abstentions and broker non-votes have on quorum requirements and the voting results for each proposal to be voted on at the Annual Meeting? A: Abstentions and shares represented by broker non-votes are counted as present for purposes of determining a quorum. Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of shares present at the Annual Meeting, including the election of directors, the 2021 ESPP proposal and the auditor ratification proposal. Shares represented by broker non-votes are not treated as shares entitled to vote and, as a result, have no effect on the outcome of any of the proposals to be voted on by stockholders at the Annual Meeting. Q: Can I change my vote or revoke my proxy? A: Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls close at the Annual Meeting by: Q:What effect do abstentions and broker non-votes have on quorum requirements and the voting results for each proposal to be voted on at the Annual Meeting?A:Abstentions and shares represented by broker non-votes are counted as present for purposes of determining a quorum. Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of shares present at the Annual Meeting (the 2018 Stock Plan Proposal and the auditor ratification proposal) and have no impact on the vote on any proposal for which the vote standard is based on the actual number of votes cast at the meeting (the election of directors). Shares represented by broker non-votes are not treated as shares entitled to vote and, as a result, have no effect on the outcome of any of the proposals to be voted on by stockholders at the Annual Meeting.Q:Can I change my vote or revoke my proxy?A:Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls close at the Annual Meeting by:•- submitting a later-dated proxy relating to the same shares online, by telephone or by mail
beforeprior to thedate ofvote at the Annual Meeting; •
| • | participating in the Annual Meeting and voting online at that time at www.virtualshareholdermeeting.com/MTCH2021 (although online attendance at the Annual Meeting will not, by itself, change your vote or revoke a proxy). |
To change your vote or revoke your proxy, before the date of the Annual Meeting, follow the instructions provided on yourthe Notice or the proxy card or proxy materials to do so online or by telephone, or send a written notice or a new proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
If you hold your IAC shares through a broker, bank and/or other holder of record, follow the instructions that you receive from your broker, bank and/or other holder of record if you wish to change your vote or revoke your proxy.
Q:What if I do not specify a choice for a matter when returning a proxy?A:If you do not give specific instructions, proxies that are signed and returned will be votedFORthe election of all director nominees, the 2018 Stock Plan Proposal and the ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2018 fiscal year.Q:How are proxies solicited and who bears the related costs?A:IACQ: Who can attend the Annual Meeting, and what are the rules for admission at the meeting? A: Only stockholders and persons holding proxies from stockholders may participate in the Annual Meeting. To participate in the Annual Meeting, go to www.virtualshareholdermeeting.com/MTCH2021 and enter the sixteen-digit control number included in your Notice, your proxy card or the instructions that accompanied your proxy materials. Q: What if I do not specify a choice for a matter when returning a proxy? A: If you do not give specific instructions, proxies that are signed and returned will be voted FOR the election of all director nominees, the 2021 ESPP Proposal and the ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 fiscal year. Q: How are proxies solicited and who bears the related costs? A: Match Group bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitations by mail, directors, officers and employees of Match Group may solicit proxies from stockholders by telephone, e-mail, letter, facsimile or in person. Following the initial mailing of the Notice and proxy materials, Match Group will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of Match Group common stock and to request authority for the exercise of proxies. In such cases, Match Group, upon the request of these holders, will reimburse these parties for their reasonable expenses. Q: What should I do if I have questions regarding the Annual Meeting? A: If you have any questions about the Annual Meeting, the various proposals to be voted at the Annual Meeting, and/or how to participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021 and vote at that time or would like copies of any of the documents referred to in this proxy statement, contact Match Group Investors Relations at IR@match.com. SEPARATION OF MATCH GROUP AND IAC
On June 30, 2020, the companies formerly known as Match Group, Inc. (referred to as “Former Match Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of New Match Group from New IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, Inc., formerly known as IAC/InterActiveCorp (“New Match Group”), which consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former IAC, and (2) IAC/InterActiveCorp, formerly known as IAC Holdings, Inc. (“New IAC”), consisting of Former IAC’s businesses other than New Match Group (the “Separation”). As part of, or in connection with, the
solicitationSeparation, effective June 30, 2020, (i) Former Match Group merged with and into a wholly-owned subsidiary ofproxies. In addition to solicitations by mail, directors, officersFormer IAC, (ii) Former Match Group stockholders (other than Former IAC) andemployeesFormer IAC stockholders became stockholders ofIAC may solicit proxies from stockholders by telephone, e-mail, letter, facsimile or in person.
FollowingNew Match Group, (iii) the initial mailingmembers of the Noticeboard of directors of Former Match Group (other than Mark Stein and proxy materials, IAC will request brokers, banksGregg Winiarksi), Stephen Bailey, Melissa Brenner, Wendi Murdoch and other holdersRyan Reynolds, came to comprise the board of record to forward copiesdirectors of these materials to persons for whom they hold shares of IAC common stock and to request authority forNew Match Group (replacing, as applicable, the exercise of proxies. In such cases, IAC, upon the request of these holders, will reimburse these parties for their reasonable expenses.
Q:What should I do if I have questions about the Annual Meeting?A:If you have any questions about the Annual Meeting, the various proposals to be voted on at the Annual Meeting and/or how to participate in the Annual Meeting online atwww.virtualsharesholdermeeting.com/IACI2018and vote at that time or would like copies of anymembers of thedocuments referredboard of directors of Former IAC), (iv) the officers of Former Match Group were appointed as the officers New Match Group (replacing the officers of Former IAC) and (v) Former IAC changed its name to Match Group, Inc. As used in this proxy statement,contact(i) “Match Group,” “the Company,” “we,” “our,” “us” and similar terms refer to Former Match Group with respect to any period prior to the Separation and to New Match Group with respect to any period following the Separation and (ii) “IAC” refers to Former IACInvestor Relations at 1.212.314.7400 orir@iac.com.
PROPOSAL 1—ELECTION OF DIRECTORS
At
The following nominees have been selected by the upcoming Annual Meeting, a boardNominating Committee of twelve directors will be elected,Match Group’s Board of Directors (the “Board”) and approved by the Board for submission to our stockholders, each to hold office untilserve a three-year term expiring at the next succeeding annual meeting of Match Group’s stockholders in 2024 or until such director'sdirector’s successor shall have been duly elected and qualified (or, if earlier, such director'sdirector’s removal or resignation from IAC's Board of Directors). the Board):
Information concerning the director nominees, all of whom are incumbent directors of IAC and have been recommended by the Nominating Committee for re-election,Match Group, appears below. Although management does not anticipate that any of the persons named belowthese director nominees will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Board.Board upon recommendation of the Nominating Committee of the Board or the Board may reduce its size.
The election of each of Edgar Bronfman, Jr., Chelsea Clinton, Barry Diller, Michael D. Eisner, Bonnie S. Hammer, Victor A. Kaufman, Joseph Levin, David Rosenblatt and Alexander von Furstenberg as directorsour director nominees requires the affirmative vote of a pluralitymajority of the total numbervoting power of votes cast by the holders of shares of IAC capitalMatch Group common stock voting together as a single class.present at the Annual Meeting or represented by proxy and entitled to vote.
The Board has designated Bryan Lourd, 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.
Both the Nominating Committee and the full Board recommendrecommends that our stockholders voteFOR the election of all director nominees.
Information Concerning Director Nominees
and Other Board Members
Background information about each director nominee and other directors serving unexpired terms is set forth below, including information regarding the specific experiences, characteristics, attributes and skills that the Nominating Committee (since the Separation) and the Board considered in connection with the nomination ofdetermining that each director nominee, all ofshould serve on the Board, and which the Nominating Committee and the Board believe provide the CompanyMatch Group with the perspective and judgment needed to guide, monitor and execute its strategies.
Nominees for election at the Annual Meeting to a term expiring in 2024:
Edgar Bronfman, Jr.Wendi Murdoch, age 62,52, has been a director of IAC (and its predecessors)Match Group since February 1998. Mr. BronfmanJune 2020. Ms. Murdoch is an entrepreneur and investor. Since 2009, Ms. Murdoch has served as co-founder and board member of Artsy, an online platform for collecting, discovering and selling art that partners with over 4,000 art museums, galleries, art fairs and auction houses. From 2005 to 2012, Ms. Murdoch worked as an advisor for News Corporation’s businesses and investments in China. Throughout her career, Ms. Murdoch has applied her business expertise to advise and invest in technology and other companies in Asia and the United States. Ms. Murdoch is also an award-winning producer and produced the Netflix documentary “Sky Ladder,” which premiered at the 2016 Sundance Film Festival. Ms. Murdoch holds an MBA from Yale University’s School of Management. In determining that Ms. Murdoch should serve as a Managing Partnerdirector, the Nominating Committee and the Board considered her investment and business expertise, including with respect to Chinese and other Asian markets.
Glenn H. Schiffman, age 51, has been a director of Accretive, LLC, a private equity firm,Match Group since 2014.September 2016. Mr. Bronfman previouslySchiffman has served as ChairmanExecutive Vice President and Chief Financial Officer of Warner MusicIAC since April 2016. Mr. Schiffman has also served as interim Chief Financial Officer of Angi Inc. (formerly known as ANGI Homeservices Inc.) since January 2021, a role he previously held from September 2017 to March 2019. Prior to joining IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, from March 2013. Prior to his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group, a merchant bank focused on advising and investing in the technology, media and telecommunications industries, from AugustSeptember 2011 to January 2012.March 2013. Prior to this time,joining The Raine Group, Mr. BronfmanSchiffman served as Chief Executive OfficerCo-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and PresidentHead of Warner Music GroupInvestment Banking Asia-Pacific at Lehman Brothers (and subsequently Nomura) from JulyApril 2007 to January 2010, as well as Head of Investment Banking, Americas from January 2010 to April 2011 to August 2011for Nomura. Mr. Schiffman’s roles at Nomura followed Nomura’s acquisition of Lehman’s Asia business in 2008. In his not-for-profit affiliations, Mr. Schiffman is a member of the National Committee on United States-China Relations and as Chairman and Chief Executive Officer of Warner Music Group from March 2004 to July 2011. Mr. Bronfman also servedserves as a member of the board of directors of Warner Music Group from March 2004 to May 2013. Prior to joining Warner Music Group, Mr. Bronfman served as ChairmanDuke Children’s National Leadership Council. He is also the Founder and Chief Executive Officer of Lexa Partners LLC, which he founded, from April 2002. Mr. Bronfman was appointed Executive Vice Chairman of Vivendi Universal, S.A. in December 2000.the Valerie Fund Endowment and a member of the Valerie Fund’s Board of Advisors, the mission of both of which is to provide individualized care to children at medical centers close to home. He previously served on the Duke Health Board of Visitors from May 2008 until June 2019 and the Duke School of Medicine Board of Visitors from July 2019 until June 2020. Mr. Bronfman resigned from his position as an executive officer and Vice Chairman ofSchiffman has served on the board of directors of Vivendi Universal, S.A. in March 2002 and December 2003, respectively. Prior to December 2000, Mr. Bronfman served as President and Chief Executive Officer of The Seagram Company Ltd., a post he had heldANGI Homeservices Inc. since June 1994, and from 1989 to June 1994 he served as the President and Chief Operating Officer of Seagram. Mr. Bronfman served as a member of the board of Accretive Health, Inc., a provider of revenue cycle and physician advisory services to healthcare providers, from its initial public offering in 2010 through February 2016. In addition to his for-profit affiliations, Mr. Bronfman serves as Chairman of the Board of Endeavor Global, Inc. and is currently a member of the Board of NYU Elaine A. and Kenneth G. Langone Medical Center and The Council on Foreign Relations. In nominating Mr. Bronfman, the Board considered his experience as a member of senior management of various public and global companies, which the Board believes gives
him particular insight into business strategy and leadership, marketing, consumer branding and international operations, as well as a high level of financial literacy and insight into the media and entertainment industries. The Board also considered Mr. Bronfman's private equity experience, which the Board believes gives him particular insight into investments in, and the development of, early stage companies, and mergers and acquisitions.
Chelsea Clinton, age 38, has been a director of IAC since September 2011. 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. Ms. Clinton also currently teaches at Columbia University's Mailman School of Public Health. Ms. Clinton has served as a member of the board of directors of the Clinton Health Access Initiative since September 2011 and previously served as a member of the board of directors of the Clinton Foundation from September 2011 to February 2013. From March 2010 through May 2013, Ms. Clinton served as an Assistant Vice Provost at New York University, where she focused on interfaith initiatives and the university's global expansion program. From November 2011 to August 2014, Ms. Clinton also worked as a special correspondent for NBC News. Prior to these efforts, Ms. Clinton worked as an associate at McKinsey & Company, a consulting firm, from August 2003 to October 2006, and as an associate at Avenue Capital Group, an investment firm, from October 2006 to November 2009. Ms. Clinton has served as a member of the board of directors of Expedia Group, Inc. (formerly Expedia, Inc.) since March 2017. In addition to her for-profit affiliations, Ms. Clinton currently serves on the boards of directors of The School of American Ballet, the Africa Center, the Weill Cornell Medical College, Clover Health and Columbia University's Mailman School of Public Health, and as Co-Chair of the Advisory Board of the Of Many Institute at New York University. In nominating Ms. Clinton, the Board considered her broad public policy experience and keen intellectual acumen, which together the Board believes continue to bring a fresh and youthful perspective to IAC's businesses and initiatives.
Barry Diller, age 76, has been a director and Chairman and Senior Executive of IAC since December 2010.determining that Mr. Diller previously servedSchiffman should serve as a director, and Chairman and Chief Executive Officer of IAC (and its predecessors) from August 1995 to November 2010. Mr. Diller also serves as Chairman and Senior Executive of Expedia Group, Inc., which position he has held since August 2005. Prior to joining the Company, Mr. Diller was Chairman of the BoardNominating Committee and Chief Executive Officer of QVC, Inc. from December 1992 through December 1994. From 1984 to 1992, Mr. Diller served as Chairman of the Board and Chief Executive Officer of Fox, Inc. Prior to joining Fox, Inc., Mr. Diller served for ten years as Chairman of the Board and Chief Executive Officer of Paramount Pictures Corporation. 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 has served as a special advisor to the Chief Executive Officer of TripAdvisor since April 2013. Mr. Diller is also currently a member of the board of directors of The Coca-Cola Company and served as a member of the board of directors of Graham Holdings Company (formerly The Washington Post Company) during the past five years. In addition to his for-profit affiliations, Mr. Diller is a member of The Business Council and serves on the Dean's Council of The New York University Tisch School of the Arts, the Board of Councilors for the School of Cinema-Television at the University of Southern California and the Advisory Board of the Peter G. Peterson Foundation, among other not-for-profit affiliations. The Board nominated Mr. Diller because he has been Chairman and Senior Executive since 2010 and prior to that time, served as Chairman and Chief Executive Officer of the Company since 1995, and as a result, possesses a great depth of knowledge and experience regarding the Company and its businesses. In addition, the Board noted Mr. Diller's ability to exercise
influence (subject to the Company's organizational documents and Delaware law) over the outcome of matters involving the Company 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 of shares of IAC Class B common stock outstanding, which shares represent a significant percentage of the voting power of IAC capital stock.
Michael D. Eisner, age 76, has been a director of IAC since March 2011. Mr. Eisner has served as Chairman of The Tornante Company, LLC, a privately held company that invests in, acquires, incubates and operates media and entertainment companies ("Tornante"), since 2005. Mr. Eisner currently serves as Chairman of the board of directors of the Portsmouth Community Football Club Limited, a League One English football club, which Tornante acquired in August 2017. Mr. Eisner also previously served as Chairman of two Tornante portfolio companies, The Topps Company, a leading creator and marketer of sports cards, distinctive confectionery and other entertainment products (from October 2007 to April 2013), and Vuguru, a studio focusing on the production of groundbreaking programming for the internet and other digital platforms (from October 2009 to December 2014, when Tornante acquired that portion of Vuguru that it did not already own). Prior to founding Tornante, Mr. Eisner served as Chairman and Chief Executive Officer of The Walt Disney Company from 1984. In addition to his for-profit affiliations, Mr. Eisner serves on the boards of directors of Denison University, The Aspen Institute, the Yale School of Architecture Dean's Council and The Eisner Foundation. In nominating Mr. Eisner, 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 the 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.
Bonnie S. Hammer, age 67, has been a director of IAC since September 2014. Ms. Hammer has served as Chairman of NBCUniversal Cable Entertainment since February 2013. In this capacity, Ms. Hammer has executive oversight over a number of leading cable brands (the USA, Syfy, E! Entertainment, Bravo, Oxygen and Universal Kids networks), as well as Universal Cable Productions, which creates original scripted content for cable, broadcast and streaming platforms, and Wilshire Studios, which produces 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 leading cable brands (the USA, Syfy, E! Entertainment, Chiller, Cloo and Universal HD networks), as well as Universal Cable Productions and Wilshire Studios. The networks led by Ms. Hammer are industry frontrunners, consistently generating innovative consumer social and digital experiences reflective of their brands. 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. Before that time, she was an original programming executive at Lifetime Television Network from 1987 to 1989. Ms. Hammer has served as a member of the board of directors of eBay, Inc. since January 2015. In addition to her for-profit affiliations, Ms. Hammer currently sits on the Board of Governors for the Motion Picture & Television Fund (MPTF) Foundation and serves on the strategic planning committee for Boston University's College of Communication, her alma mater, and from which Ms. Hammer received an honorary doctorate degree in 2017. In nominating Ms. Hammer, the Board considered her experience as the Chairman of NBCUniversal Cable Entertainment, as well as her prior roles with 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.
Victor A. Kaufman, age 74, has been a director of IAC (and its predecessors) since December 1996 and has been Vice Chairman of IAC (and its predecessors) since October 1999. Mr. Kaufman also serves as Vice Chairman of Expedia Group, Inc., which position he has held since August 2005. Previously, Mr. Kaufman served in the Company's Office of the Chairman from January 1997 to November 1997 and as the Company's Chief Financial Officer from November 1997 to October 1999. Prior to joining the Company, Mr. Kaufman served as Chairman and Chief Executive Officer of Savoy Pictures Entertainment, Inc. from March 1992 and as a director of Savoy from February 1992. Mr. Kaufman was the founding Chairman and Chief Executive Officer of Tri-Star Pictures, Inc. and served in such capacities from 1983 until December 1987, at which time he became President and Chief Executive Officer of Tri-Star's successor company, Columbia Pictures Entertainment, Inc. He resigned from these positions at the end of 1989 following the acquisition of Columbia by Sony USA, Inc. Mr. Kaufman joined Columbia in 1974 and served in a variety of senior positions at Columbia and its affiliates prior to the founding of Tri-Star. Mr. Kaufman 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. In nominating Mr. Kaufman, the Board considered the unique knowledge and experience regarding the CompanyMatch Group and its businesses that he has gained through his involvement with the Company in various roles since 1996,role as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.
Joseph Levin, age 38, has been a directorExecutive Vice President and Chief Executive Officer of IAC since June 2015. Prior to his appointment as Chief Executive Officer of IAC, Mr. Levin served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC's former Search & Applications segment, from January 2012. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. Prior to joining IAC, Mr. Levin worked in the Technology Mergers & Acquisitions group for Credit Suisse First Boston (now Credit Suisse) advising public and private technology and e-commerce companies on a variety of transactions. Mr. Levin has served on the boards of directors of Match Group, Inc., Groupon, Inc. and ANGI Homeservices Inc. since October 2015, March 2017 and September 2017, respectively, and currently serves as Chairman of the boards of Match Group, Inc. and ANGI Homeservices Inc. Mr. Levin previously served on the boards of directors of LendingTree, Inc. (from August 2008 through November 2014) and The Active Network (beginning prior to its 2011 initial public offering through its sale in December 2013). In addition to his for-profit affiliations, Mr. Levin serves on the Undergraduate Executive Board of Wharton School. In nominating Mr. Levin, the Board considered the unique knowledge and experience regarding the Company and its businesses that he has gained through his various roles with the Company since 2003, most recently his role as Chief ExecutiveFinancial Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. The Nominating Committee and the Board also considered Mr. Schiffman’s investment banking experience, which the Nominating Committee and the Board believe gives him particular insight into trends in capital markets and the technology and media industries.
Bryan LourdPamela S. Seymon, age 57,65, has been a director of IACMatch Group since April 2005. Mr. Lourd has served asNovember 2015. Ms. Seymon was a partner and Managing Director of Creative Artists Agency ("CAA") since October 1995. CAA is among the world's leading entertainment agencies and is based in Los Angeles, California, with offices in Nashville,at Wachtell, Lipton, Rosen & Katz, a New York Londonlaw firm (“WLRK”), from January 1989 to January 2011, and Beijing, among other locations. Heprior to that time, was an associate at WLRK from 1982. During her tenure at WLRK, Ms. Seymon specialized in corporate law, mergers and acquisitions, securities and corporate governance, and represented public and private corporations on offense as well as defense, in both friendly and unsolicited transactions. Ms. Seymon is a graduate of Wellesley College, where she was a Wellesley Scholar, and New York University School of Law. In determining that Ms. Seymon should serve as a director, the University of Southern California. InNominating Committee and the Board considered her extensive experience representing public and private corporations in connection with a wide array of complex, sophisticated and high profile matters, as well as her high level of expertise generally regarding mergers, acquisitions, investments and other strategic transactions.
Directors whose terms expire in 2022:
Stephen Bailey, age 41, has been a director of Match Group since June 2020. Mr. Bailey has served as Founder and Chief Executive Officer of ExecOnline, Inc., a leading provider of B2B leadership development solutions, since 2011. Prior to that he served as Chief Executive Officer and Chief Product Officer of Frontier Strategy Group, LLC, a software and information services business, from January 2006 to May 2011. Before joining Frontier Strategy Group, Mr. Bailey was an associate in the nominationventure capital and private equity group of WilmerHale. In determining that Mr. Lourd,Bailey should serve as a director, the Board considered his extensive executive management experience, as a principal of CAA, which the Board believes gives him particular insight into business strategy, and leadership as well as unique and specialized experience regarding the entertainment industry and marketing.
David RosenblattMelissa Brenner, age 50,46, has been a director of IACMatch Group since December 2008. Mr. Rosenblatt currently serves as the Chief Executive Officer of 1stdibs.com, Inc., an online marketplace for design, including furniture, art, jewelry and fashion. Mr. Rosenblatt previouslyJune 2020. Since January 2018, Ms. Brenner has served as Executive Vice President, Global Display Advertising,Digital Media for the National Basketball Association, where she leads the development, oversight and implementation of Google, Inc.the NBA’s global digital strategy and social media portfolio across multiple media platforms. Under her leadership, the NBA has built one of the largest social media communities in the world. Ms. Brenner also oversees the league’s digital products and emerging technology initiatives, including machine learning as well as augmented and virtual reality. Ms. Brenner has held positions of increasing responsibility with the NBA since 1997, including Senior Vice President, Digital Media from February 2014 to December 2017, Senior Vice President, Marketing from February 2013 to January 2014, and Vice President, Marketing from October 2008 through May 2009. Mr. Rosenblatt joined Google in March 2008 in connection with Google's acquisition of DoubleClick, Inc., a provider of digital marketing technology and services. Mr. Rosenblatt joined DoubleClick in 1997 as part of its initial management team and held several executive positions during his tenure, including Chief Executive Officer of DoubleClick from July 2005 through March 2008 and President of DoubleClick from 2000 through July 2005. Mr. Rosenblatt has also served2007 to January 2013. In determining that Ms. Brenner should serve as a memberdirector, the Board considered her extensive marketing and executive management expertise as well as her experience in social media and digital products.
Ryan Reynolds, age 44, has been a director of Match Group since June 2020. Mr. Reynolds is an actor, comedian, film and television producer, screenwriter, and marketing consultant. He began his acting career in 1991, has been nominated for Golden Globe and Grammy awards, and has won several awards throughout his career, including MTV Movie Awards and People’s Choice Awards. Mr. Reynolds is also a co-founder of marketing agency Maximum Effort Productions and was named to AdWeek’s Creative 100 List, which honors the boards of directors of Twitter (since January 2011)most creative people across advertising, marketing and Farfetch UK Limited, the world's largest digital marketplace for luxury fashion (since July 2017).television. In connection with the nomination ofdetermining that Mr. Rosenblatt,Reynolds should serve as a director, the Board considered his extensive and uniquemarketing experience in the online advertising and digital marketing technology and servicesmultiple industries, as well as his management experience with DoubleClick, Google and 1stdibs.com, Inc., which the Board believes give him particular insight into business strategywill bring a valuable perspective to Match Group’s strategies to attract and leadership, as well as a deep understanding of the internet industry.retain users across its portfolio.
Alan G. Spoon, age 66,69, has been a director of IAC (and its predecessors)Match Group since February 2003.November 2015. Mr. Spoon has served as General Partner and Partner Emeritus of Polaris Partners since January 2015 andfrom 2011 to 2018. He previously served as Managing General Partner of Polaris Partners from 2000 to 2010. Polaris Partners is a private investment firm that provides venture capital and management assistance to development stage information technology and life sciences companies. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company (now known as Graham Holdings Company) from March 1991 through May 2000 and served as President from September 1993 through May 2000. Prior to his service in these roles, he held a wide variety of positions at The Washington Post Company, including as President of Newsweek from September 1989 to May 1991. Mr. Spoon has served as a member of the board of directors of IAC (and its predecessors) since February 2003, Danaher Corporation since July 1999, CableOne since July 2015 and Match Group, Inc. since November 2015 and as Chairman of the board of directors of Fortive Corporation since July 2016. Mr. Spoon previously served as a member of the board of directors of Cable One, Inc. from July 2015 through February 2021. In his not-for-profit affiliations, Mr. Spoon was a member of the Board of Regents at the Smithsonian Institution (formerly Vice Chairman) and is now a member of the MIT Corporation (and its ExecutiveRisk and Audit Committee). He also serves as a member of the board of directors of edX, a not-for-profit online education platform sponsored by Harvard and the MIT Corporation. In nominatingdetermining 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. The Board also considered Mr. Spoon's private equitySpoon’s venture capital experience and engagement with the MIT Corporation, which the Board believes gives him particular insight into trends in the internet and technology industries, as well as into acquisition strategy and financing.
Directors whose terms expire in 2023:
Alexander von FurstenbergSharmistha Dubey, age 48,50, has beenserved as Chief Executive Officer of Match Group since March 2020 and as a director of IACMatch Group since December 2008. Mr. von Furstenberg currently servesSeptember 2019. Ms. Dubey served as President of Match Group from January 2018 to March 2020. Prior to that time, she served as Chief InvestmentOperating Officer of Ranger Global Advisors, LLC, a family office focused on value-based investing ("Ranger"), which he founded in June 2011.Tinder from February 2017 to January 2018 and as President of Match Group Americas, where she oversaw the product and business operations for North American dating properties, including the Match U.S. brand, PlentyOfFish, OkCupid and Match Affinity Brands, from December 2015 to January 2018. Prior to founding Ranger, Mr. von Furstenberg founded Arrow Capital Management, LLC,that, she served in multiple roles within the Company: Chief Product Officer of The Princeton Review and Tutor.com from July 2014 to December 2015; Executive Vice President of Tutor.com from April 2013 to July 2014; Chief Product Officer of Match.com from January 2013 through April 2013 and Senior Vice President, Match.com and Chemistry.com from September 2008 through December 2012. Ms. Dubey has served a private investment firm focused on global public equities, wheredirector of Fortive Corporation since August 2020. She holds an undergraduate degree in engineering from the Indian Institute of Technology and a master’s in engineering from Ohio State University. In determining that Ms. Dubey should serve as a director, the Board considered her position as Chief Executive Officer of the Company as well as her considerable experience managing operations and strategic planning, including in her prior roles within the Company.
Joseph Levin, age 41, has been Executive Chairman of the Board of Match Group since June 2020, prior to that he served as Co-Managing MemberChairman of the Board of Match Group since December 2017, and Chief Investment Officer from 2003. Mr. von Furstenberghe has served a director of Match Group since October 2015. In April 2021, Mr. Levin notified Match Group of his decision to resign as memberExecutive Chairman of the board of directors of Expedia Group, Inc. since December 2015, Liberty Expedia Holdings, Inc. since November 2016 and La Scogliera, an Italian financial holding company and bank, since December 2016, and servedBoard effective May 31, 2021. Mr. Levin will remain as a member of the boardBoard. Mr. Levin has served as Chief Executive Officer of IAC since June 2015 and prior to that time, served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC’s former Search & Applications segment, from January 2012. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary that creates leading desktop applications, browser extensions and desktop software, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. Mr. Levin has served on the boards of directors of W.P. Stewart & Co. Ltd., a Bermuda based asset management firm, during the past five years. Since 2001, he has actedIAC, Angi Inc.(formerly known as Chief Investment Officer of Arrow Investments,ANGI Homeservices Inc., the private investment office that serves his family. Mr. von Furstenberg also) and MGM Resorts International since June 2015, September 2017 and August 2020, respectively, and currently serves as a partnerChairman of the board of Angi Inc. Mr. Levin previously served on the boards of directors of LendingTree, Inc. (from August 2008 through November 2014), The Active Network (beginning prior to its 2011 initial public offering through its sale in December 2013) and Co-Chairman of Diane von Furstenberg Studio, LLC.Groupon, Inc. (from March 2017 to July 2019). In addition to his for-profit affiliations, Mr. Von FurstenbergLevin serves on the Undergraduate Executive Board of Wharton School. In determining that Mr. Levin should serve as a director, the Board considered the unique knowledge and experience regarding Match Group and its businesses that he has gained through his various roles with IAC, most recently his role as Chief Executive Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.
Ann L. McDaniel, age 65, has been a director of Match Group since December 2015. Ms. McDaniel currently serves as a directorconsultant to Graham Holdings Company and previously served as Senior Vice President of The Diller-von Furstenberg Family FoundationGraham Holdings Company (and its predecessor companies) from June 2008 to April 2015. Prior to that time, Ms. McDaniel served as Vice President Human Resources of Graham Holdings Company from September 2001. Ms. McDaniel also served as Managing Director of Newsweek, Inc., a Graham Holdings Company property, from January 2008 until its sale in September 2010, and prior to that time, held various editorial positions at Newsweek. In determining that Ms. McDaniel should serve as a member of the board of directors of Friends of the High Line. In nominating Mr. von
Furstenberg,director, the Board considered his private investment and public boardher extensive human resources experience, which the Board believes give himher particular insight into capital marketspersonnel and investment strategy,compensation matters, as well as a high level of financial literacy. Mr. von Furstenberg is Mr. Diller's stepson.her management experience with Newsweek, which the Board believes gives her insight into business strategy, leadership and marketing.
Richard F. ZanninoThomas J. McInerney, age 59,56, has been a director of IACMatch Group since June 2009. Since July 2009,November 2015. Effective upon Mr. Zannino has been a Managing Director at CCMP Capital Advisors, LLC, a private equity firm, where he also servesLevin’s resignation as a memberExecutive Chairman, Mr. McInerney will serve as Chairman of the firm's Investment Committee and as co-head of the firm's consumer retail investment efforts.Board. Mr. Zannino also serves as a member of the boards of directors of The Estée Lauder Companies, Inc. (since January 2010) and Ollie's Bargain Outlet (since July 2015) and, during the past five years, served as a member of the boards of directors of Francesca's Collections and Jamieson Wellness. Mr. Zannino previouslyMcInerney has served as Chief Executive Officer of Altaba Inc., a publicly traded registered investment company and a member of the board of directors of Dow Jones & Company from February 2006successor company to December 2007, whenYahoo! Inc., since June 2017. 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 timeMcInerney previously served as Executive Vice President and Chief Financial Officer of General Signal and in a number of executive capacities at Saks Fifth Avenue. In additionIAC from January 2005 to his for-profit affiliations, Mr. Zannino currently servesMarch 2012. From January 2003 through December 2005, he served as Vice ChairmanChief Executive Officer of the Boardretailing division of TrusteesIAC, which included HSN, Inc. and Cornerstone Brands. From May 1999 to January 2003, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Pace University.Ticketmaster, formerly Ticketmaster Online CitySearch, Inc., a live entertainment ticketing and marketing company. From 1986 to 1988 and from 1990 to 1999, Mr. McInerney worked at Morgan Stanley, a global financial services firm, most recently as Principal. Mr. McInerney has served on the board of directors of Altaba Inc. since June 2017. During the past five years, Mr. McInerney served on the boards of Yahoo! Inc., HSN, Inc., Cardlytics, Inc., and Interval Leisure Group. In connection with the nomination ofdetermining that Mr. Zannino,McInerney should serve as a director, the Board considered his extensive public company managementsenior leadership experience which the Board believes gives him particular insight into business strategy, leadershipat IAC and marketing,his related knowledge and experience regarding Match Group, as well as ahis high level of financial literacy.literacy and expertise regarding restructurings, mergers and acquisitions and operations, and his public company board and committee experience.
Former Controlled Company Status. Match Group is subject to the Marketplace Rules of The Nasdaq Stock Market, LLC (the “Marketplace Rules”). The Marketplace Rules exempt “controlled companies,” or companies of which more than 50% of the voting power is held by an individual, group or another company, from certain requirements. Prior to the Separation, Former IAC controlled a majority of the voting power of Former Match Group capital stock. Based on 18,461,879 shares of Former Match Group common stock and 209,919,402 shares of Former Match Group Class B common stock outstanding immediately prior to the Separation, Former IAC beneficially owned equity securities of Former Match Group representing approximately 97.4% of the total voting power of Former Match Group capital stock. On this basis, Former Match Group relied on the exemption for controlled companies from certain Nasdaq requirements through the closing of the Separation on June 30, 2020, specifically, those that would have otherwise required that:
As of June 30, 2020, following the closing of the Separation, Match Group was not a controlled company and was required to comply with all of Nasdaq’s corporate governance requirements, including the Majority Independent Board Requirement and Nominating Committee Requirement. As discussed in further detail below, Match Group has been in compliance with each of the Majority Independent Board Requirement and Nominating Committee Requirement since the closing of the Separation.
Board Leadership Structure. The Company's Match Group’s business and affairs are overseen by its Board of Directors, which currently has twelveeleven members. There are threeis one management representativesrepresentative on the Board and, of the nine remainingother ten current directors, eight are independent. The Board has standing Audit, Compensation and Human Resources, and Nominating Committees, each comprised solely of independent directors, as well as an Executive Committee.directors. For more information regarding director independence and our Board Committees, see the discussion below under "Director Independence" beginning on page 13the headings Director Independence and The Board and Board Committees beginning on page 15.Committees. All of our directors play an active role in Board matters, are encouraged to communicate among themselves and directly with the Chairman and Senior Executive and Chief Executive Officer and have full access to CompanyMatch Group management at all times.
Our
Match Group’s independent directors meet in scheduled executive sessions without management present at least twice a year and may schedule additional meetings as they deem appropriate. We doThe Match Group Board does not have a lead independent director or any other formally appointed leader for these sessions. The independent membership of ourthe Audit, Compensation and Human Resources, and Nominating Committees ensures that directors with no ties to Company management are charged with oversight for all financial reporting and executive compensation related decisions made by CompanyMatch Group management, as well as for recommending candidates for Board membership. At each regularly scheduled Board meeting, the Chairperson or other member of each of these committees (as and if applicable) provides the full Board with an update of all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last regularly scheduled Board meeting.
Mr. Diller currently servesLevin has served as both ourExecutive Chairman and Senior Executive and has held both positionsof the Board since the Separation (and prior to that served as Chairman of the Former Match Board of Directors since December 2010. Effective June 24, 2015, Mr. Levin assumed the role2017). The roles of Chairperson and Chief Executive Officer of IAC. This leadership structure provides the Company with the benefit of Mr. Diller's continued
oversightare currently separated in recognition of the Company's strategic goals and vision, coupled withdifferences between the benefittwo roles. We believe that it is in the best interests of our stockholders for the Board to make a fulldetermination regarding the separation or combination of these roles each time it elects a new Chairperson or appoints a Chief Executive Officer, dedicated to focusingbased on the day-to-day managementrelevant facts and continued growthcircumstances applicable at such time.
In April 2021, Mr. Levin notified Match Group of his decision to resign as Executive Chairman of the Company and its operating businesses. At this time,Board, effective as of May 31, 2021. Mr. Levin will remain as a member of the Company believes that this leadership structure isBoard. Effective upon Mr. Levin’s resignation as Executive Chairman, Mr. McInerney will serve as Chairman of the most appropriate one for the Company and its stockholders.Board.
Risk Oversight. Company Match Group management is responsible for assessing and managing the Company'sMatch Group’s exposure to various risks on a day-to-day basis, which responsibilities include the creation of appropriate risk management programs and policies. Company managementManagement has developed and implemented guidelines and policies to identify, assess and manage significant risks facing the Company. In developing this framework, the Company recognizedMatch Group recognizes that leadership and success are impossible without taking risks; however, the imprudent acceptance of risks or the failure to appropriately identify and mitigate risks could adversely impact stockholder value. The Board is responsible for overseeing Company management in the execution of its responsibilities and for assessing the Company'sMatch Group’s approach to risk management. The Board exercises these responsibilities periodically as part of its meetings and through discussions with Company management, as well as through the Board'sBoard’s Audit and Compensation and Human Resources Committees, which examine various components of financial and compensation-related risks, respectively, as part of their responsibilities. Information security is a key component of risk management at IACMatch Group and our Chief Information SecurityTechnology Officer briefs the Audit Committee each quarter, (and whereand the full Board as appropriate, the Board) on the Company’s information security programs of the Companyprogram and its various businesses and related priorities and controls. In addition, an overall review of risks is inherent in the Board'sBoard’s consideration of the Company'sCompany’s long-term strategies and in the transactions and other matters presented to the Board, including significant capital expenditures, acquisitions and divestitures and financial matters. The Board'sBoard’s role in risk oversight of the Company is consistent with the Company'sMatch Group’s leadership structure, with the Chairman and Senior Executive, Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company'sCompany’s risk exposure, and the Board and its committees providing oversight in connection with thosethese efforts.
Compensation Risk Assessment. We periodically conduct risk assessments of our compensation policies and practices for our employees, including those related to our executive compensation programs. The goal of these assessments is to determine whether the general structure of the Company'sMatch Group’s compensation policies and programs and the administration of these programs pose any material risks to the Company. The findings of any risk assessment are discussed with the Compensation and Human Resources Committee or the full Board of Directors, as appropriate.Committee. Based upon our assessments, we believe that our compensation policies and programs do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on the Company.
Hedging Policies and Practices. Match Group’s policy on securities trading provides that no director, officer or employee of Match Group and its businesses may engage in transactions in publicly traded options, such as puts, calls and other derivative securities, relating to Match Group securities, or engage in short sales with respect to Match Group securities. This prohibition extends to any and all forms of hedging and monetization transactions, such as zero-cost collars and forward sale contracts (among others).
Director Independence. Under the Marketplace Rules, of The Nasdaq Stock Market, LLC (the "Marketplace Rules"), the Board has a responsibility to make an affirmative determination that those members of the Board who serve as independent directors do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In connection with the independence determinations described below, the Board reviewed information regarding transactions, relationships and arrangements relevant to independence, including those required by the Marketplace Rules. This information is obtained from director responses to questionnaires circulated by Company management, as well as from Company records and publicly available information. Following these determinations, CompanyMatch Group management monitors those transactions, relationships and arrangements that were relevant to such determinations, as well as periodically solicits updated information potentially relevant to independence from internal personnel and directors, to determine whether there have been any developments that could potentially have an adverse impact on the Board'sBoard’s prior independence determinations.
In February 2018,March 2021, the Board determined that each of Mses. Brenner, McDaniel, Murdoch and Seymon and Messrs. Bronfman, Eisner, Lourd, Rosenblatt,Bailey, McInerney, Reynolds and Spoon and Zannino and Mses. Clinton and Hammer is independent. In connection with these determinations, the Board considered that in some cases in the ordinary course of business, IACMatch Group and its businesses sell products and services to, purchase products and services from co-invest with, develop and produce projects with and/or make donations to entitiescompanies at which certain directors are employed or serve as directors, or over which certain directors otherwise exert control. Furthermore, the Board considered whether there were any payments made to (or received from) such entities by IACMatch Group and its businesses. No relationships or payments considered were determined to be of the type that would:would (i) preclude a finding of director independence under the Marketplace Rules or (ii) otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of athe director.
Of the remaining incumbent directors, Messrs. Diller, Kaufman and Levin are executive officers of the Company and Mr. von Furstenberg is Mr. Diller's stepson. Given these relationships, none of these directors is independent.
In addition to the satisfaction of the director independence requirements set forth in the Marketplace Rules, members of the Audit and Compensation and Human Resources Committees have also satisfied separate independence requirements under the current standards imposed by the SEC and the Marketplace Rules for audit committee members and by the SEC, the Marketplace Rules and the Internal Revenue Service for compensation committee members.
Director Nominations. The Nominating Committee of the Board identifies reviews and evaluates individuals qualified to become Board members and recommends candidates toof the Match Group Board. While there are no specific requirements for eligibility to serve as a director of IAC,Match Group, in evaluating candidates, the Nominating Committee will consider (regardless of how the candidate was identified or recommended) whether the professional and personal ethics and values of the candidate are consistent with those of IAC,Match Group, whether the candidate'scandidate’s experience and expertise would be beneficial to the Board, whether the candidate is willing and able to devote the necessary time and energy to the work of the Board and whether the candidate is prepared and qualified to represent the best interests of IAC'sMatch Group’s stockholders. While the Board does not have a formal diversity policy, the Nominating Committee also considers the overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of other Board members and those represented by the Board as a whole to ensure that the Board has the right mix of skills, expertise and background.
The Board does not have a formal policy regarding the consideration of director nominees recommended by stockholders, as to date IACMatch Group has not received any such recommendations. However, the Board would consider such recommendations if made in the future. Stockholders who wish to make such a recommendation should send the recommendation to IAC, 555 West 18th Street, New York, New York 10011,Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a "Director“Director Nominee Recommendation."” The letter must identify the author as a stockholder, provide a brief summary of the candidate'scandidate’s qualifications and history, together with an indication that the recommended individual would be willing to serve (if elected), and must be accompanied by evidence of the sender'ssender’s stock ownership. Any director recommendations will be reviewed by the Corporate Secretary and the Executive Chairman, and if deemed appropriate, forwarded to the Nominating Committee for further review. If the Nominating Committee believes that the candidate fits the profile of a director described above, the recommendation will be shared with the entire Board. Any nominations for directors must comply with the requirements set forth in our bylaws.
Communications with the IACMatch Group Board. Stockholders who wish to communicate with IAC'sthe Board of Directors or a particular director may send any such communication to IAC, 555 West 18th Street, New York, New York 10011,Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas, 75231, Attention: Corporate Secretary. The mailing envelope must contain a clear notation indicating that the enclosed letter is a "Stockholder—“Stockholder—Board Communication"Communication” or "Stockholder—“Stockholder—Director Communication."” All such letters must identify the author as a stockholder, provide evidence of the sender'ssender’s stock ownership and clearly state whether the intended recipients are all members of the Board or a particular director or directors. TheMatch Group’s Corporate Secretary will then review such correspondence and forward it to the Board, or to the specified director(s), if appropriate. Items unrelated to directors’ duties and responsibilities may be excluded, including solicitations and advertisements.
The Board and Board Committees
The Board. The Board met five times and acted by written consent twoten times during 2017. All2020. During 2020, all then incumbent directors attended at least 75% of the meetings of the Board and the Board committees on which they served, during 2017.other than Mr. Reynolds, who was unable to attend two Board meetings following his appointment to the Board on June 30, 2020. Directors are not required to attend annual meetings of IACMatch Group stockholders. Two membersDue to the Separation, Match Group did not hold an annual meeting of the Board of Directors attended IAC's 2017 Annual Meeting of Stockholders.stockholders in 2020.
The Board currently has fourthree standing committees: the Audit Committee, the Compensation and Human Resources Committee, and the Nominating Committee and the Executive Committee.
Board Committees. The following table sets forth the members of each Board committee and the number of meetings held by each such committee, and times that each such committee took action by written consent, during 2017. Each committee member identified below served in the capacities set forth in the table for all of 2017.
Name | Audit Committee | Compensation and Human Resources Committee | Nominating Committee | Executive Committee | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Edgar Bronfman, Jr.(1). | — | — | X | X | |||||||||
Chelsea Clinton(1) | — | — | — | — | |||||||||
Barry Diller | — | — | — | X | |||||||||
Michael D. Eisner(1) | — | — | X | — | |||||||||
Bonnie S. Hammer(1) | — | Chair | — | — | |||||||||
Victor A. Kaufman | — | — | — | X | |||||||||
Joseph Levin | — | — | — | — | |||||||||
Bryan Lourd(1) | X | — | — | — | |||||||||
David Rosenblatt(1) | — | X | — | — | |||||||||
Alan G. Spoon(1) | Chair | — | — | — | |||||||||
Alexander von Furstenberg | — | — | — | — | |||||||||
Richard F. Zannino(1) | X | — | — | — | |||||||||
Number of Meetings | 8 | 2 | 0 | 0 | |||||||||
Number of Written Consents | 0 | 6 | 1 | 1 | |||||||||
(1)Independent director.
Audit Committee. The members of Match Group’s Audit Committee, all of whom are independent directors, (i) have been Messrs. Bailey, McInerney and Spoon (Chairperson) since the Separation and (ii) were Ms. Seymon and Messrs. McInerney and Spoon (Chairperson) from January 1, 2020 through the Separation. The Audit Committee met nine times during 2020. The Audit Committee functions pursuant to a written charter adopted by the Board, of Directors, the most recent version of which was filedis attached as Appendix A to the Company's 2017 Annual Meetingthis proxy statement. The Audit Committee is appointed by the Board to assist the Board with a variety of matters described in theits charter, which include monitoring: (i) the integrity of IAC'sMatch Group’s financial statements, (ii) the effectiveness of IAC'sMatch Group’s internal control over financial reporting, (iii) the qualifications, performance and independence of IAC'sMatch Group’s independent registered public accounting firm, (iv) the performance of IAC'sMatch Group’s internal audit function, and independent registered public accounting firm, (v) IAC'sMatch Group’s risk assessment and risk management policies as they relate to financial, information security and other risk exposures and (vi) theMatch Group’s compliance by IAC with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among its members, the Company'sitself, Match Group’s independent registered public accounting firm, the Company'sMatch Group’s internal audit function and CompanyMatch Group management. The formal report of the Audit Committee is set forth on page 23.under Audit Committee Matters—Audit Committee Report.
The Board has previously concluded that Mr. Spoon is an "audit“audit committee financial expert,"” as such term is defined in applicable SEC rules, andas well as the Marketplace Rules.
Compensation and Human Resources Committee. The members of Match Group’s Compensation and Human Resources Committee, all of whom are independent directors, (i) have been Mses. Brenner, McDaniel (Chairperson) and Seymon since the Separation and (ii) were Mses. McDaniel (Chairperson) and Seymon from January 1, 2020 through Separation. The Compensation and Human Resources Committee met six times during 2020. The Compensation and Human Resources Committee functions pursuant to a written charter adopted by the Board, of Directors, the most recent version of which was filedis attached as Appendix B to the Company's 2017 Annual Meetingthis proxy statement. The Compensation and Human Resources Committee is appointed by the Board to assist the Board with all matters relating to the compensation of the Company'sMatch Group’s executive officers and non-employee directors and has overall responsibility for approving and evaluating all compensation plans, policies and programs of the CompanyMatch Group as they relate to the Company'saffect Match Group’s executive officers.officers and non-employee directors. The Compensation and Human Resources Committee may form and delegate authority to subcommittees and may delegate authority to one or more of its members. The Compensation and Human Resources Committee may also delegate to one or more of the Company's executiveMatch Group’s officers the authority to make grants of equity-based compensation to eligible individuals (other than directors or executive officers) to the extent allowed under applicable law. For additional information on IAC'sMatch Group’s processes and procedures for the consideration and determination of executive compensation and the related roles of the Compensation and Human Resources Committee, CompanyMatch Group management and consultants, see the discussion under "CompensationCompensation Discussion and Analysis" generally beginning on page 26.Analysis. The formal report of the Compensation and Human Resources Committee is set forth on page 33.under Compensation Committee Report.
Nominating Committee.Committee. The members of Match Group’s Nominating Committee, all of whom are independent directors, have been Mses. McDaniel and Murdoch and Mr. Spoon since the Separation. As discussed under Corporate Governance—Former Controlled Company Status, Match Group did not have a Nominating Committee prior to the Separation. The Nominating Committee did not meet during 2020. The Nominating Committee functions pursuant to a written charter adopted by the Board, of Directors, the most recent version of which was filedis attached as Appendix C to the Company's 2017 Annual Meetingthis proxy statement. The Nominating Committee is appointed by the Board to assist the Board by: (i) identifying, reviewingidentify and evaluatingevaluate individuals qualified to become Board members (ii) recommendingand to recommend to the Board director nominees for the next annual meeting of stockholders or special meeting of stockholders at which directors are to be elected (and nominees to fill vacancies on the Board as necessary) and (iii) making recommendations with respect to the compensation and benefits of directors..
Executive Committee. The Executive Committee has all the power and authority of the Board of Directors of IAC, except those powers specifically reserved to the Board by Delaware law or IAC's organizational documents.
PROPOSAL 2—APPROVAL OF THE 2018MATCH GROUP, INC. 2021 GLOBAL EMPLOYEE STOCK AND ANNUAL INCENTIVEPURCHASE PLAN
(THE 2021 ESPP PROPOSAL)
Our Board adopted
The Company is asking its stockholders to approve the IAC/InterActiveCorp 2018Match Group, Inc. 2021 Global Employee Stock and Annual IncentivePurchase Plan (the "2018 Plan"“ESPP”) on April 27, 2018,. The Board has approved the ESPP, subject to the approval of the stockholders of the Company. The ESPP is a broad-based plan that provides employees of the Company and certain designated subsidiaries and affiliates with the opportunity to become Company stockholders through voluntary periodic contributions that are applied towards the purchase of common stock of the Company (referred to herein as “shares”) at a discount from the then-current market price.
The Board believes that the ESPP is in the best interest of the Company because it will provide an important tool to attract, retain and reward the talented employees and officers needed for the Company’s success. In addition, in encouraging share ownership by ouremployees, the ESPP will align the interests of employees and stockholders.
If approved by the stockholders, a total of 3,000,000 shares will be made available for purchase under the ESPP, which represents approximately 1.1% of the total number of shares outstanding as of March 31, 2021. The Company expects the proposed aggregate share reserve under the ESPP to provide the Company with enough shares for approximately ten years, subject to changes in the price of the shares, expected hiring activity and eligible employee participation. The Company cannot predict these factors with any degree of certainty at this time, and the share reserve under the ESPP could last for a shorter or longer period of time.
Approval of the 2018 Plan2021 ESPP Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of IAC capitalMatch Group common stock present at the Annual Meeting in person or represented by proxy and voting together.entitled to vote.
The Board recommends that our stockholders voteFOR the 2018 Stock Plan2021 ESPP Proposal.
The purpose
Summary of Material Provisions of the 2018 Plan is to give the Company a competitive advantage in attracting, retaining and motivating officers and employees and to provide them with incentives that are directly linked to the future growth and profitability of IAC and its businesses.ESPP
Equity compensation is a critical component of IAC's long-term compensation philosophy. We believe that providing employees with an equity stake in our business is essential to create compensation opportunities that can compete, on a risk-adjusted basis, with entrepreneurial employment alternatives. We believe that ownership shapes behavior, and that by providing a meaningful part of compensation in the form of equity awards, we align incentives for our employees with the interests of our stockholders. The 2018 Plan is designed to reinforce this alignment.
Summary of Share Usage Under Existing Equity Compensation Plans
The following table includes information regarding outstanding equity awards, shares available for future equity award grants under the Company's existing omnibus stock and annual incentive plans and total shares of IAC common stock outstanding, in each case, as of December 31, 2017:
| ||
| ||
| ||
| ||
| ||
|
(1)Reflects approximately 5.0 million shares of IAC common stock that remain available for future issuance under the Company's existing equity compensation planslessapproximately 4.7 million gross shares that have been reserved and may be issuable upon the settlement of equity awards denominated in the shares of certain subsidiaries, based on the estimated value of such subsidiaries, in each case, as of December 31, 2017.(2)Since August 2008, the Company has repurchased approximately 111.6 million shares of IAC common stock. Accordingly, the potential dilutive impact of the equity awards described in the table above would be less but for this significant stock repurchase activity.
Based on a review of the Company's historical practices, the Board believes that the amounts available under the 2018 Plan will be sufficient to cover equity awards for employees for at least the next three to four years. In 2017, 2016 and 2015, the number of shares of common stock underlying IAC equity awards granted was approximately 1.5 million shares, 1.9 million shares and 3.3 million shares, respectively. The number of shares of common stock underlying IAC equity awards in each of these years exclude shares of IAC common stock issued in settlement of equity awards denominated in the shares of certain subsidiaries during each such year. The Board expects to continue to grant awards under the 2018 Plan consistent with the Company's historical share utilization rates.
Summary of Terms of the 2018 Plan
The principal features of the 2018 PlanESPP are described below. Thissummarized below, but the summary is qualified in its entirety by reference to the full text of the 2018 Plan, aESPP. A copy of whichthe ESPP is attached as Appendix A to this proxy statement.statement as Appendix D and is incorporated herein by reference. For purposes of this proposal, “Administrator” means the Board or any Committee designated by the Board to administer the ESPP.
Administration.General
The 2018 Planpurchase rights granted under the ESPP are intended to be treated as either (i) for U.S. participants, granted under an “employee stock purchase plan,” as that term is defined in Section 423 of the Internal Revenue Code (the “Code”) (a “423 Offering”), or (ii) for non-U.S. participants, granted under an employee stock purchase plan that is not subject to the requirements of Section 423 of the Code (a “Non-423 Offering”). The Administrator has discretion to grant purchase rights under either a 423 Offering or a Non-423 Offering.
Shares Subject to ESPP and Adjustments upon Changes in Capitalization
A total of 3,000,000 of the Company’s shares will be initially authorized and reserved for issuance under the ESPP. Such shares may be authorized but unissued shares, treasury shares or shares purchased on the open market. If any purchase right granted under the ESPP terminates for any reason without having been exercised, the shares not purchased under such purchase right shall again become available for issuance under the ESPP.
In the event of any change affecting the shares subject to the ESPP or subject to any purchase right after the date the ESPP is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, will, in such manner as it may deem equitable, adjust the number and class of shares that may be delivered under the ESPP, the purchase price per share, the class and the number of shares covered by each purchase right under the ESPP that has not yet been exercised, and any limitations related to shares imposed under the ESPP.
Eligibility
Generally, any individual who is an employee providing services to the Company or a designated subsidiary or affiliate is eligible to participate in the ESPP and may participate by submitting a subscription form to the Company under procedures specified by the Administrator.
However, the Administrator, in its discretion may determine on a uniform basis for an offering period that employees will not be eligible to participate if they: (i) are not employed by the Company or a designated subsidiary or affiliate on the first day of the month preceding the month during which the offering begins, (ii) customarily work 20 hours or less per week, (iii) customarily work five months or less per calendar year, or (iv) are an officer or subject to the disclosure requirements of Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended. An individual is not eligible if they are performing services for the Company or a designated subsidiary or affiliate under an independent contractor or consulting agreement. A participant’s enrollment election will remain in effect for subsequent offering periods unless modified in accordance with the terms of the ESPP or unless the participant’s participation in the ESPP terminates due to a withdrawal or termination of employment. As of March 31, 2021, approximately 1,900 employees, including all four executive officers, were eligible to participate in the ESPP if the subsidiaries for whom such employees work were designated by the Administrator as participating subsidiaries under the ESPP.
No employee is eligible for the grant of any purchase rights under the ESPP if, immediately after such grant, the employee would own shares possessing 5% or more of the total combined voting power or value of all classes of shares of the Company or of any subsidiary of the Company (including any shares which such employee may purchase under all outstanding purchase rights), nor will any employee be granted purchase rights under a 423 Offering to buy more than $25,000 worth of shares (determined based on the fair market value of the shares on the date the purchase rights are granted) under the ESPP in any calendar year such purchase rights are outstanding.
Eligible employees who are citizens or resident of a jurisdiction outside the United States may be excluded from participation in the ESPP if their participation is prohibited under local laws or if complying with local laws would cause a 423 Offering to fail to qualify under Section 423 of the Code. In the case of a Non-423 Offering, eligible employees may be excluded from participation in the ESPP or an offering if the Administrator has determined that participation of such eligible employees is not advisable or practicable for any reason.
Offering Periods
Initially, the Administrator intends that the ESPP will generally be implemented by twelve (12) month offering periods. Unless and until the Administrator determines otherwise in its discretion, each offering period will be comprised of two six-month purchase periods. Unless otherwise determined by the Administrator, if the fair market value of a share at the start of a purchase period other than the first purchase period within an offering period is less than or equal to the fair market value of a share on the first trading day of that offering period, then that offering period will terminate immediately and the participants in such terminated offering period will be automatically enrolled in a new offering period beginning immediately.
The Administrator has the authority to establish the commencement and ending dates for all offering periods, additional or alternative sequential or overlapping offering periods, a different number of purchase periods within an offering period, or a different duration for one or more offering periods or purchase periods, provided that no offering period may have a duration that exceeds 27 months.
Contributions
The ESPP permits participants to purchase shares through contributions (in the form of payroll deductions or otherwise to the extent permitted by the Administrator). Initially, up to a maximum of 20% of a participant’s “compensation” (as defined in the ESPP) may be contributed by participants toward the purchase of shares during each offering period. During any offering period, a participant may not increase the rate of their contributions and may only decrease the rate of their contributions two times; provided that a participant may decrease the rate of their contributions to zero at any time. The Administrator has the authority to establish different limits on the amount of compensation that may be contributed to the ESPP or different limits on changes to the rate of contributions.
Purchase of Shares
Each purchase right will be automatically exercised on the applicable purchase date, and shares will be purchased on behalf of each participant by applying the participant’s contributions for the applicable purchase period to the purchase of whole shares at the purchase price in effect for that purchase date. Purchase dates will occur on the last trading day of each purchase period.
The maximum number of shares purchasable per participant on any single purchase date is 400 shares (or such other limit as may be imposed by the Administrator), subject to adjustment in the event of certain changes in the Company’s capitalization.
Unless otherwise determined by the Administrator, any contributions accumulated in a participant’s account which are not sufficient to purchase a whole share will be retained in the participant’s account for the succeeding purchase period. Any other funds left over in a participant’s account after the purchase date will be returned to the participant as soon as administratively practicable without interest (unless otherwise required by applicable laws).
No participant will have any voting, dividend or other stockholder rights with respect to the shares subject to any purchase right granted under the ESPP until such shares have been purchased and delivered to the participant as provided in the ESPP.
Purchase Price
Subject to adjustment in the event of certain changes in the Company’s capitalization, the purchase price per share at which shares are purchased on each purchase date will be equal to 85% of the lesser of the fair market value of the shares (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the purchase period), rounded up to the nearest cent. For this purpose, “fair market value” generally means the closing price of the Company’s shares on the applicable date on the Nasdaq Stock Market.
The Administrator has authority to establish a different purchase price for any 423 Offering or Non-423 Offering, provided that the purchase price applicable to a 423 Offering complies with the provisions of Section 423 of the Code. As of April 16, 2021, the closing price of the Company’s shares on the Nasdaq Stock Market was $145.30.
Administration
The ESPP will be administered by the Board or a Committee appointed by the Board. The Board has appointed the Compensation and Human Resources Committee (or such other committee of the Board to be the Administrator of the ESPP. Subject to the terms of the ESPP, the Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, delegate ministerial duties to any employees, designate separate offerings under the ESPP, designate subsidiaries and affiliates as participating in the Board may from time423 Offering and the Non-423 Offering to time designate,determine eligibility, adjudicate all disputed claims filed under the ESPP, and establish such procedures that it deems necessary or advisable for purposesthe administration of this summary, the "Committee"). Among other things,ESPP. The Administrator is also authorized to adopt rules and procedures that vary with applicable local requirements outside the CommitteeUnited States.
Non-U.S. Sub-Plans
The Administrator also has the authority to select individualsadopt such sub-plans as are necessary or appropriate to whom awardspermit the participation in the ESPP by employees who are granted, determinenon-U.S. nationals or employed outside the typesUnited States. Such sub-plans may vary the terms of awards granted,the ESPP, other than with respect to the number of shares reserved for issuance under the ESPP, to accommodate the requirements of IAC common stock underlying awardslocal laws and the terms and conditions of awards.procedures for non-U.S. jurisdictions.
Term.Transferability Awards may be
Purchase rights granted under the 2018 Plan for ten years following the date on which our stockholders approve the 2018 Plan (June 28, 2028).
Eligibility. Awards may be granted under the 2018 Plan to current or prospective officers, employees, directors and consultants of IAC and its subsidiaries and affiliates. We had approximately 7,000 employees as of December 31, 2017, all of whom were eligible to receive awards under the 2018 Plan. Approximately 3,900 and 1,300 of these employees were employedESPP are not transferable by ANGI Homeservices Inc. and Match Group, Inc., respectively. Both of these subsidiaries are public companies with their own
equity compensation plans. Employees of these two subsidiaries generally would receive equity awards pursuant to the equity compensation plans of ANGI Homeservices Inc. and Match Group, Inc., as applicable, and not pursuant to IAC equity compensation plans. As a result, as of December 31, 2017, approximately 1,800 employees were effectively eligible to receive awards under the 2018 Plan and during 2017, 70 such individuals received IAC equity awards. In addition, 574 individuals received equity awards denominated in shares of certain non-public subsidiaries during 2017, which awards may be settled in shares of IAC common stock under the Company's existing stock and annual equity compensation plans and shares from the 2018 Plan may be used to settle such awards in the future.
Shares Subject to the 2018 Plan. The 2018 Plan provides that the aggregate number of shares of IAC common stock subject to grant under the 2018 Plan cannot exceed 10,000,000. The maximum number of shares that may be granted pursuant to incentive stock options is 10,000,000. The foregoing share limits are subject to adjustment in certain circumstances to prevent dilution or enlargement.
The shares of IAC common stock subject to grant under the 2018 Plan may be made available from authorized but unissued shares or from treasury shares, as determined from time to time by the Board. To the extent that any award is forfeited or any stock option or stock appreciation right terminates, expires or lapses without being exercised or any award is settled for cash, the shares of IAC common stock underlying such awards will again be available for awards under the 2018 Plan. If the exercise price of a stock option and/or the tax withholding obligations relating to an award are satisfied by delivering shares of IAC common stock (by either actual delivery or by attestation), only the number of shares of IAC common stock issued net of the shares delivered or attested to will be deemed delivered for purposes of the limits set forth in the 2018 Plan. To the extent any shares of IAC common stock underlying an award are withheld to satisfy the exercise price of a stock option and/or the tax withholding obligations relating to an award, such shares shall be deemed not delivered for purposes of the limits set forth in the 2018 Plan.
Stock Options and SARs. The 2018 Plan provides for the award of stock options and stock appreciation rights ("SARs"). Stock options can either be incentive stock options ("ISOs") or non-qualified stock options and SARs can be granted either alone or in tandem with stock options. The exercise price of stock options and SARs cannot be lessparticipant other than 100% of the Fair Market Value (defined below) of IAC common stock on the grant date. The 2018 Plan defines Fair Market Value as the closing price of IAC common stock on the grant date, unless otherwise determined by the Committee. The closing price of IAC common stock, as reported on the NASDAQ Stock Market, on the last trading day (March 29, 2018) of the quarter ended March 31, 2018 was $156.38 per share. Stock options and SARs cannot be repriced without stockholder approval.
Holders of stock options may pay the exercise price: (i) in cash, (ii) if approved by the Committee, in shares of IAC common stock (valued at Fair Market Value), (iii) with a combination of cash and shares of IAC common stock, (iv) by way of a cashless exercise through a broker approved by the Company or (v) by withholding shares of IAC common stock otherwise receivable on exercise. The Committee determines the term of stock options and SARs, which term may not exceed ten years from the grant date. The Committee determines the vesting and exercise schedules for stock options and SARs, which the Committee may waive or accelerate at any time, and the extent to which these awards will be exercisable after a termination of employment. Generally, unvested stock options and SARs terminate upon a termination of employment and vested stock options and SARs remain exercisable for one (1) year after death, disability or retirement and for ninety (90) days after a termination of employment for any other reason. Vested stock options and SARs also terminate upon a termination of employment for cause. Stock options and SARs are transferable only by will or by the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant.
Withdrawals
A participant may withdraw from an offering period and receive a refund of contributions by submitting the appropriate written or pursuantelectronic notice through the Company’s designated plan broker or to the Administrator. The withdrawal notice may be submitted up to ten calendar days prior to a qualified domestic relations order or, inpurchase date to take effect for the case of non-qualified stock options or SARs, as otherwise expressly permitted by the Committee (including, if so permitted, pursuant to a transfer to family members or a charitable organization, whether directly or indirectlyrespective purchase period, or by means of a trust or partnership or otherwise).
Restricted Stock. The 2018 Plan provides for the award of shares of IAC common stock that are subject to forfeiture and restrictions on transferability as set forth in the 2018 Plan andsuch other date as may be otherwise determined by the Committee ("Restricted Stock"). ExceptAdministrator in advance of an offering period. If the participant has properly withdrawn from the ESPP, all of the participant’s contributions credited will be paid to such participant as soon as administratively practicable without interest (unless otherwise required by local law) after receipt of the withdrawal notice and the participant’s purchase right for these restrictionsthe respective offering period will be automatically terminated. No further contributions for the purchase of shares will then be made for that offering period.
Termination of Employment
If a participant ceases to be an eligible employee prior to a purchase date, contributions for the participant will be discontinued and any others imposed by the Committee, upon the grant of an award of Restricted Stock, holders will have rights of a stockholder with respectamounts credited to the shares of Restricted Stock, including the right to vote such shares and to receive all dividends and other distributions paid or made with respect to such shares, on such terms asparticipant’s account will be set forth in the applicable award agreement. Unless otherwise determined by the Committee: (i) cash dividends on shares of Restricted Stock shall be automatically reinvested in additional shares of Restricted Stock and (ii) dividends payable in shares of IAC common stock shall be paid in the form of additional shares of Restricted Stock, which in both cases, shall vest in accordance with the vesting schedule of the initial award. Grants of Restricted Stock awards under the 2018 Plan may or may not be subject to performance conditions. Shares of Restricted Stock may not be sold, transferred, pledged, exchanged or otherwise encumbered prior to vesting.
RSUs. The 2018 Plan provides for the award of restricted stock units ("RSUs") denominated in shares of IAC common stock that will be settled, subject to the terms and conditions of the RSUs, in cash, shares of IAC common stock or a combination thereof, based upon the Fair Market Value of the number of shares of IAC common stock vesting. RSUs are not shares of IAC common stock andrefunded, without interest, as a result, holders of RSUs do not have rights of a stockholder. RSU award agreements will specify whether, to what extent and on what terms and conditions the shares of IAC common stock underlying awards will be credited for dividends (if at all). RSUs granted under the 2018 Plan may or may not be subject to performance conditions. RSUs may not be sold, transferred, pledged, exchanged or otherwise encumbered prior to vesting.
Other Stock-Based Awards. The 2018 Plan also provides for the award of other IAC common stock-based awards and awards that are valued in whole or in part by reference to (or are otherwise based on) shares of IAC common stock (including unrestricted stock, dividend equivalents and convertible debentures).
Cash-Based Awards. Lastly, the 2018 Plan provides for cash-based awards settleable in cash, shares of IAC common stock or a combination thereof.
Performance Goals. The 2018 Plan provides that performance goals may be established by the Committee in connection with the grant of any award under the 2018 Plan.
Change in Control. Unlesssoon as administratively practicable, except as otherwise provided by the Committee,Administrator.
Change in Control
In the event of a “Change in Control” (as defined in the ESPP), each outstanding purchase right will be equitably adjusted and assumed or an equivalent purchase right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the Change in Control does not include or result in a successor corporation or the successor corporation refuses to assume or substitute for any purchase right, the offering period will be shortened by setting a new purchase date, unless provided otherwise by the Administrator.
Amendment and Termination of ESPP
The ESPP will become effective upon a termination of employment (other than for cause or disability) or resignation for good reason during the two (2) year period following a change in control:
•all stock options and SARs outstanding asapproval by the stockholders of thedate of terminationCompany.The Administrator, in its sole discretion, may amend, suspend or
resignation that wereterminate the ESPP, or any part thereof, at any time and for any reason. If the ESPP is terminated, the Administrator, in its discretion, may elect to terminate all outstandingasoffering periods either immediately or upon completion of the purchase of shares on the next purchase dateof(which may be sooner than originally scheduled, if determined by thechangeAdministrator incontrol will become fully vested and exercisable and will remain exercisable forits discretion), or may elect to permit offering periods to expire in accordance with their terms. If thegreater of: (i) the periodoffering periods are terminated prior to expiration, all contributions then credited to participants’ accounts thatthey wouldhaveremained exercisable absent the change in control provision and (ii) the lesser of the original term or one (1) year following such termination or resignation;•all restrictions applicablenot been used toall Restricted Stock outstanding as of the date of termination or resignation that were outstanding as of the date of the change in control will lapse and such Restricted Stock will become fully vested and transferable; and•all RSUs outstanding as of the date of termination or resignation that were outstanding as of the date of the change in control will become fully vested and such RSUspurchase shares will besettled in cash or shares of IAC common stock as promptly as practicable.
Amendment and Discontinuance. The 2018 Plan may be amended, altered or discontinued by the Board, but no amendment, alteration or discontinuance may impair the rights of award holders without their consent. Amendmentsreturned to the 2018 Plan will require stockholder approval to the extent such approval isparticipants (without interest, except as otherwise required byunder applicable law or the listing standards of the applicable exchange. If approved by our stockholders, the 2018 Plan will terminate on June 28, 2028.
2018 Plan Benefits
laws) as soon as administratively practicable.
All awards to be made under the 2018 Plan will be discretionary. Therefore, the benefits and amounts that will be received or allocated under the 2018 Plan are not determinable at this time. The following table below reflects equity-based awards granted in 2017 for the named executives as a group, all other employees as a group and all non-employee directors as a group.
| | Number of Shares Underlying Stock Options | Stock Option Exercise Price ($) | Number of RSUs | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
All named executives, as a group | 700,000 | (1) | $ | 76.00 | (1) | — | ||||
All other employees, as a group | 453,500 | $ | 77.58 | (2) | 282,244 | |||||
All non-employee directors, as a group | — | — | 21,501 | |||||||
(1)Includes 300,000, 150,000, 150,000 and 100,000 stock options with an exercise price of $76.00 granted to Messrs. Levin, Schiffman, Stein and Winiarski, respectively.(2)Reflects the weighted average exercise prices of stock options held by this group of award recipients.
For more information regarding grants made to our named executives and non-employee directors in 2017, see the Grants of Plan-Based Awards in 2017 on page 36 and the table set forth under the caption Director Compensation on page 44.
U.S. Federal Income Tax Consequences
Information
The following is a summary of certainbriefly describes the general U.S. federal income tax consequences of awardsparticipation in the ESPP for participants who are tax resident in the United States, current as of April 2021, but is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the ESPP should consult their own professional tax advisors regarding the taxation of purchase rights under the ESPP. The discussion below concerning tax deductions that may become available to the Company under U.S. federal tax law is not intended to imply that the Company will necessarily obtain a tax benefit or asset from those deductions. Taxation of equity-based payments in countries other than the United States does not generally correspond to U.S. federal tax laws, and is not covered by the summary below.
423 Offerings
Rights to purchase shares granted under a 423 Offering are intended to qualify for favorable federal income tax treatment available to purchase rights granted under an employee stock purchase plan which qualifies under the provisions of Section 423(b) of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of. If the shares are disposed of within two years from the purchase right grant date (i.e., the beginning of the offering period) or within one year from the purchase date of the shares, a transaction referred to as a “disqualifying disposition,” the participant will realize ordinary income in the year of such disposition equal to the difference between the fair market value of the shares on the purchase date and the purchase price. The amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.
If the shares purchased under the ESPP are sold (or otherwise disposed of) more than two years after the purchase right grant date and more than one year after the shares are transferred to the participant, then the lesser of (i) the excess of the sale price of the shares at the time of disposition over the purchase price, and (ii) the excess of the fair market value of the shares as of the purchase right grant date (determined as of the first day of the offering period) over the purchase price will be treated as ordinary income. If the sale price is less than the purchase price, no ordinary income will be reported. The amount of any such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be long-term capital gain or loss.
The Company (or applicable subsidiary or affiliate) generally will be entitled to a deduction in the year of a disqualifying disposition equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of any tax reporting obligations. In other cases, no deduction is allowed.
Non-423 Offerings
If the purchase right is granted under a Non-423 Offering, then the amount equal to the difference between the fair market value of the shares on the purchase date and the purchase price will be treated as ordinary income at the time of such purchase. In such instances, the amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.
The Company (or applicable subsidiary or affiliate) generally will be entitled to a deduction in the year of purchase equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of any tax-reporting obligations. For U.S. participants, FICA/FUTA taxes will generally be due in relation to ordinary income earned as a result of participation in a Non-423 Offering.
New Plan Benefits
The benefits to be madereceived pursuant to the ESPP by the Company’s officers and employees are not currently determinable as participation in the ESPP is voluntary and at the discretion of each employee, and because the benefits to be received will depend on the purchase price of the shares in offering periods after the implementation of the ESPP, the market value of the shares on various future dates, the amount of contributions that eligible officers and employees elect to make under the 2018 Plan based upon the laws in effect asESPP and similar factors. As of the date of this proxy statement. The discussion is general in nature and does not take into account a number of considerations which may apply in light of individual circumstancesstatement, no officer or employee has been granted any purchase rights under the 2018 Plan. Income tax consequences under applicable state and local tax laws may not be the same as under federal income tax laws.
Non-Qualified Stock Options. A participant will not recognize taxable income when a non-qualified stock option is granted and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) upon the exercise of a non-qualified stock option equal to the excess of the Fair Market Value of the shares of IAC common stock purchased over their exercise price and we generally will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), apply.
ISOs. An award holder will not recognize taxable income when an ISO is granted. An award holder will not recognize taxable income (except for purposes of the alternative minimum tax) upon the exercise of an ISO. If the award holder does not sell or otherwise dispose of the shares of IAC common stock acquired upon the exercise of an ISO within two (2) years from the date the ISO was granted or within one (1) year from the date the award holder acquired the shares of IAC common stock, any gain or loss arising from a subsequent disposition of such shares will be taxed as long-term capital gain or loss and we will not be entitled to any deduction. If, however, the shares of IACESPP.
common stock acquired are disposed of within such two (2) or one (1) year periods, then in the year of such disposition the award holder will recognize compensation taxable as ordinary income equal to the excess of the lesser of the amount realized upon such disposition and the Fair Market Value of such shares on the date of exercise over the exercise price and we generally will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply. The excess of the amount realized through the disposition date over the Fair Market Value of the shares of IAC common stock acquired on the exercise date will be treated as capital gain.
SARs. An award holder will not recognize taxable income when a SAR is granted and we will not be entitled to a tax deduction at such time. Upon the exercise of a SAR, an award holder will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) equal to the Fair Market Value of any shares of IAC common stock delivered (and the amount of cash paid by us (if any)) and we generally will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply.
Restricted Stock. An award holder will not recognize taxable income when an award of Restricted Stock is granted and we will not be entitled to a tax deduction at such time, unless the award holder makes an election under Section 83(b) of the Code to be taxed at grant. If such an election is made, the award holder will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at the time of the grant equal to the Fair Market Value of the shares of Restricted Stock at such time. If such an election is not made, the award holder will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at vesting in an amount equal to the Fair Market Value of the shares of Restricted Stock at such time. We are entitled to a corresponding deduction at the time ordinary income is recognized by the award holder, except to the extent the deduction limits of Section 162(m) of the Code apply. In addition, dividends credited prior to vesting to shares of Restricted Stock for which the above-described election has not been made will be compensation taxable as ordinary income (and subject to income tax withholding in the case of employees), rather than as dividend income, and we will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply.
RSUs. An award holder will not recognize taxable income when RSUs are granted and we will not be entitled to a tax deduction at such time. An award holder will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at vesting in an amount equal to the Fair Market Value of any shares of IAC common stock delivered (and the amount of cash paid by us (if any)) and we will be entitled to a corresponding deduction, except to the extent the deduction limits of Section 162(m) of the Code apply.
Section 162(m). Under Section 162(m) of the Code, compensation (including compensation under the 2018 Plan) in any calendar year in excess of $1 million for any individual who serves as a named executive in 2018 or thereafter will not be deductible, unless such compensation is grandfathered under the Tax Cuts and Jobs Act of 2017.
The foregoing general tax discussion is intended for the information of stockholders in connection with considering how to vote with respect to the 2018 Stock Plan Proposal and not as tax guidance to individuals who receive awards under the 2018 Plan. Holders of awards under the 2018 Plan are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 2018 Plan.
PROPOSAL 3—RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Subject to stockholder ratification, the
The Audit Committee of the Board of Directors has appointed Ernst & Young LLP (“E&Y”) as IAC'sMatch Group’s independent registered public accounting firm for the fiscal year ending December 31, 2018. Ernst & Young LLP has served2021, and is requesting that stockholders ratify the appointment.
The Audit Committee annually evaluates the performance of E&Y and determines whether to continue to retain E&Y or consider the retention of another firm. In appointing E&Y as IAC'sMatch Group’s independent registered public accounting firm for 2021, the Audit Committee considered (i) E&Y’s performance as Match Group’s independent registered public accounting firm, (ii) the fact that E&Y has audited the financial statements of Match Group since 1996Match Group was a wholly-owned subsidiary of IAC and is considered by Company managementalso since the completion of Match Group’s initial public offering in 2015, (iii) E&Y’s independence with respect to the services to be well qualified.performed for Match Group and (iv) E&Y’s strong and considerable qualifications and general reputation for adherence to professional auditing standards. In addition, in conjunction with the mandated rotation of the lead engagement partner every five years, the Audit Committee is directly involved in the selection of the new lead engagement partner.
A representative of Ernst & Young LLPE&Y is expected to be present at the Annual Meeting and will be given an opportunity to make a statement if he or she so chooses and will be available to respond to appropriate questions.
Ratification of the appointment of Ernst & Young LLP as IAC'sMatch Group’s independent registered public accounting firm requires the affirmative vote of the holders of a majority of the voting power of the shares of IAC capitalMatch Group common stock present at the Annual Meeting in person or represented by proxy and voting together.entitled to vote.
The Board recommends that our stockholders voteFORthe ratification of the appointment of Ernst & Young LLP as IAC'sMatch Group’s independent registered public accounting firm for the fiscal year ending December 31, 2018.2021.
The Audit Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which was filedis included as Appendix A to the Company's 2017 Annual Meetingthis proxy statement. The Audit Committee charter governs the operations of the Audit Committee and sets forth its responsibilities, which include providing assistance to the Board of Directors with the monitoring of: (i) the integrity of IAC'sMatch Group’s financial statements, (ii) the effectiveness of IAC'sMatch Group’s internal control over financial reporting, (iii) the qualifications, performance and independence of IAC'sMatch Group’s independent registered public accounting firm, (iv) the performance of IAC'sMatch Group’s internal audit function, and independent registered public accounting firm, (v) IAC'sMatch Group’s risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) theMatch Group’s compliance by IAC with legal and regulatory requirements. It is not the duty of the Audit Committee to plan or conduct audits or to determine that IAC'sMatch Group’s financial statements and disclosures are complete, accurate and have been prepared in accordance with generally accepted accounting principles and applicable rules and regulations. Management is responsible for the Company'sMatch Group’s financial reporting process, including systems of internal control over financial reporting. The independent registered public accountants are responsible for performing an independent audit of the Company'sMatch Group’s consolidated financial statements and the effectiveness of the Company'sMatch Group’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”), and to issue a report thereon. The Audit Committee'sCommittee’s responsibility is to engage the independent auditor and otherwise to monitor and oversee these processes.
In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements of IACMatch Group included in the Company's Annual Report on Form 10-K for the year ended December 31, 20172020 with IAC'sMatch Group’s management and Ernst & Young LLP, IAC'sMatch Group’s independent registered public accounting firm.
The Audit Committee has discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the PCAOB Auditing Standard 1301, "Communications with Audit Committees."and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding Ernst & Young'sYoung’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young its independence from IACMatch Group and its management.
In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of IACfor Match Group be included in IAC'sMatch Group’s Annual Report on Form 10-K for the year ended December 31, 20172020 for filing with the SEC.
Members of the Audit Committee
Alan G. Spoon (Chairperson)Bryan LourdRichard F. Zannino
Stephen Bailey
Thomas J. McInerney
Fees Paid to Our Independent Registered Public Accounting Firm
The following table sets forth fees for all professional services rendered by Ernst & Young LLP to IACMatch Group for the years ended December 31, 20172020 and 2016:2019:
| 2020 | 2019 | |||||||
| Audit Fees | $ | 3,685,079 | (1) | $ | 3,060,000 | (2) | ||
| Audit-Related Fees | $ | 7,200 | — | |||||
| Total Audit and Audit-Related Fees | $ | 3,692,279 | $ | 3,060,000 | ||||
| Tax Fees(3) | — | $ | 2,400 | |||||
| Total Fees | $ | 3,692,279 | $ | 3,062,400 | ||||
| | 2017 | 2016 | |||||
|---|---|---|---|---|---|---|---|
Audit Fees | $ | 2,797,750 | (1) | $ | 2,321,475 | (2) | |
Audit-Related Fees(3) | $ | 50,000 | $ | 50,000 | |||
| | | | | | | | |
Total Audit and Audit-Related Fees | $ | 2,847,750 | $ | 2,371,475 | |||
Tax Fees(4) | $ | 14,800 | $ | 13,750 | |||
| | | | | | | | |
Total Fees | $ | 2,862,550 | $ | 2,385,225 | |||
| | | | | | | | |
| | | | | | | | |
| | | | | | | | |
(1)Audit Fees in 2017 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) statutory audits (audits performed for certain IAC businesses in various jurisdictions abroad, which audits are required by local law), (iii) fees for services performed in connection with the offering of the 0.875% Exchangeable Senior Notes due October 1, 2022 by an IAC subsidiary, as well as the review and issuance of the related comfort letter and other services related to such offering, and (iv) accounting consultations.
Excludes 2017 Audit Fees in the total aggregate amount of $2,954,700 and $2,611,000 incurred and paid directly by Match Group, Inc. ("Match Group") and ANGI Homeservices Inc., respectively.
(2)Audit Fees in 2016 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) statutory audits (audits performed for certain IAC businesses in various jurisdictions abroad, which audits are required by local law) and (iii) accounting consultations.
Excludes 2016 Audit Fees in the total aggregate amount of $2,416,400 incurred and paid directly by Match Group.
(3)Audit-Related Fees in 2017 and 2016 include fees for benefit plan audits.(4)Tax Fees in 2017 and 2016 primarily include fees paid for tax compliance services and exclude Tax Fees in the total aggregate amount of $2,400 and $5,000 in 2017 and 2016, respectively, incurred and paid directly by Match Group.
| (1) | Audit Fees in 2020 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and review of periodic reports, (ii) statutory audits (audits performed for certain Match Group businesses in various jurisdictions abroad, which audits are required by local law), (iii) accounting consultations, (iv) fees for services performed in connection with the offerings of Match Group’s 4.125% Senior Notes due 2030 and 4.625% Senior Notes due 2028, including the issuance of the related comfort letters, and (v) post-report review procedures related to the issuance of the auditor’s consent for SEC registration statements in connection with the Separation. |
| (2) | Audit Fees in 2019 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) statutory audits (audits performed for certain Match Group businesses in various jurisdictions abroad, which audits are required by local law), and (iii) accounting consultations. |
| (3) | Tax Fees in 2019 primarily include fees paid for certain tax compliance services. |
Audit and Non-Audit Services Pre-Approval Policy
The Audit Committee has a policy governing the pre-approval of all audit and permitted non-audit services performed by IAC'sMatch Group’s independent registered public accounting firm in order to ensure that the provision of these services does not impair such firm'sfirm’s independence from IACMatch Group and its management. Unless a type of service to be provided by IAC'sMatch Group’s independent registered public accounting firm has received general pre-approval, it requires specific pre-approval by the Audit Committee. Any proposed services in excess of pre-approved cost levels also require specific pre-approval by the Audit Committee. In all pre-approval instances, the Audit Committee considers whether such services are consistent with SEC rules regarding auditor independence.
All Taxtax services require specific pre-approval by the Audit Committee. In addition, the Audit Committee has designated specific services that have the pre-approval of the Audit Committee (each of which is subject to pre-approved cost levels) and has classified these pre-approved services into one of three categories: Audit, Audit-Related and All Other (excluding Tax). The term of any pre-approval is
12 months from the date of the pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee revises the list of pre-approved services from time to time. Pre-approved fee levels for all services to be provided by IAC'sMatch Group’s independent registered public accounting firm are established periodically from time to time by the Audit Committee.
Pursuant to the pre-approval policy, the Audit Committee may delegate its authority to grant pre-approvals to one or more of its members, and has currently delegated this authority to its Chairperson. The decisions of the Chairperson (or any other member(s) to whom such authority may be delegated) to grant pre-approvals must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to Company management.
INFORMATION CONCERNING IACMATCH GROUP EXECUTIVE OFFICERS
WHO ARE NOT DIRECTORS
Background information about IAC'sMatch Group’s current executive officers who are not director nomineesdirectors is set forth below. For background information about IAC's Chairman and Senior Executive, Barry Diller,Match Group’s Chief Executive Officer, Joseph Levin, and Vice Chairman, Victor A. Kaufman,Sharmistha Dubey, see the discussion under "InformationProposal 1-Election of Directors—Information Concerning Director Nominees" beginning on page 7.Nominees and Other Board Members.
Glenn H. Schiffman, age 48, has served as Executive Vice President and Chief Financial Officer of IAC since April 2016 and as Chief Financial Officer of ANGI Homeservices Inc. since September 2017. Prior to joining IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, since March 2013. Prior to his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group, a merchant bank focused on advising and investing in the technology, media and telecommunications industries, from September 2011 to March 2013. Prior to joining The Raine Group, Mr. Schiffman served as Co-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and Head of Investment Banking Asia-Pacific at Lehman Brothers (and subsequently Nomura) from April 2007 to January 2010, as well as Head of Investment Banking, Americas from January 2010 to April 2011 for Nomura. Mr. Schiffman's roles at Nomura followed Nomura's acquisition of Lehman's Asia business in 2008. In his not-for-profit affiliations, Mr. Schiffman is a member of the National Committee on United States-China Relations and serves as a Member of the Board of Visitors for the Duke University School of Medicine. Mr. Schiffman has served on the boards of directors of Match Group, Inc. and ANGI Homeservices Inc. since September 2016 and June 2017, respectively.
Mark SteinPhilip D. Eigenmann, age 50, has served as ExecutiveMatch Group’s Chief Accounting Officer since November 2017. Mr. Eigenmann has held positions of increasing responsibility with the Company and its predecessors since May 2006, including Senior Vice President and Global Controller from February 2016 to November 2017, and Vice President and Global Controller from December 2009 to February 2016. Prior to joining us, Mr. Eigenmann held various finance and accounting leadership roles with AMX Corporation, a worldwide leader in advanced control and automation technology for commercial and residential markets, which was publicly traded on Nasdaq until its acquisition by The Duchossois Group in 2005. Mr. Eigenmann began his career in the audit practice of Ernst & Young in Dallas, Texas. He received a BBA in Accounting from Texas A&M University, and is a certified public accountant in the State of Texas.
Jared F. Sine, age 42, has served as Chief StrategyBusiness Affairs and Legal Officer and Secretary of IACMatch Group since January 2016March 2021. Prior to that time, Mr. Sine served as Match Group’s Chief Legal Officer and Secretary from February 2019 to March 2021; and prior to that, time,he served as Senior Vice President and Chief Strategy Officer of IAC from September 2015. Mr. Stein previously served as both Senior Vice President of Corporate Development at IAC (from January 2008) and Chief Strategy Officer of IAC Search & Applications, the desktop software, mobile applications and media properties that comprised IAC's former Search & Applications segment (from November 2012). Prior to his service in these roles, Mr. Stein served in several other capacities for IAC and its businesses, including as Chief Strategy Officer of Mindspark Interactive Network from 2009 to 2012, and prior to that time as Executive Vice President of Corporate and Business Development of IAC Search & Media. Mr. Stein has served on the boards of directors of Match Group, Inc. and ANGI Homeservices Inc. since November 2015 and September 2017, respectively.
Gregg Winiarski, age 47, has served as Executive Vice President, General Counsel and Secretary of IAC since February 2014 and previously served as SeniorMatch Group from July 2016. Prior to joining Match Group, Mr. Sine was Vice President General Counsel and Secretary of IAC from February 2009 to February 2014. Mr. Winiarski previously served as Associate General Counsel of IACExpedia Group, Inc. (“Expedia”) from February 2005, during which time he had primary responsibilityJuly 2015 to June 2016 and in that capacity was responsible for all legal aspects of IAC's mergers, and acquisitions and other transactional work.strategic transactions. Prior to that time, Mr. Sine held a variety of legal positions at Expedia from October 2012. Prior to joining IAC in February 2005,Expedia, Mr. WiniarskiSine was an associate with Skadden, Arps, Slate, Meagherat the law firms of Latham & Flom LLP,Watkins and Cravath, Swaine & Moore. Mr. Sine has a global law firm,BS and JD from 1996Brigham Young University.
Gary Swidler, age 50, has served as Chief Operating Officer of Match Group since March 2020 and Chief Financial Officer of Match Group since September 2015. Prior to February 2005.that time, Mr. Swidler was a Managing Director and Head of the Financial Institutions Investment Banking Group at Bank of America Merrill Lynch (“Merrill Lynch”) from April 2014 to August 2015. Prior to that time, Mr. Swidler held a variety of positions at Merrill Lynch and its predecessors since 1997, most recently as Managing Director and Head of Specialty Finance from April 2009 to April 2014. Prior to joining Skadden,Merrill Lynch, Mr. WiniarskiSwidler was an associate at the law firm of Wachtell, Lipton, Rosen & Katz. Mr. Swidler has a certified public accountant with Ernst & Young inBSE from the Wharton School at the University of Pennsylvania and a JD from New York. Mr. Winiarski has served on the boardsYork University School of directors of Match Group, Inc. and ANGI Homeservices Inc. since October 2015 and June 2017, respectively.Law.
Introduction Our executive officers whose compensation is discussed in this compensation discussion and analysis (the Philosophy and Objectives Match Group’s executive officer 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 Although When establishing Similarly, Match Group does not follow an arithmetic approach The Compensation and Human Resources Committee of the The In establishing a given executive Match Group provides its stockholders with the opportunity to Although the Committee In addition, from time to time, the Company may solicit survey or peer compensation data from various consulting firms. In Match Group’s compensation packages for executive officers have primarily Salary Match Group typically Once established, salaries can increase based on a number of factors, including the assumption of additional responsibilities, internal equity, periodic market checks and other factors In February 2020, we entered into a new employment agreement with Ms. Dubey in connection with her appointment as Chief Executive Officer and, pursuant to the Annual Bonuses Match Group’s bonus The determination of
COMPENSATION DISCUSSION AND ANALYSIS"CD&A"“CD&A”), and to whom we refer to as our named executivesexecutive officers in this CD&A (the "NEOs"“NEOs”) are:•Barry Diller, Chairman and Senior Executive;•Joseph Levin,Officer;•Glenn Schiffman,Officer (since March 2020; President until March 2020);Vice PresidentOfficer (until March 2020);•Mark Stein, Executive Vice PresidentStrategy Officer;Business Affairs and•Gregg Winiarski, Executive Vice President Legal Officer and General Counsel.Ourthe CompanyMatch Group to meet its growth objectives.IACMatch Group is a publicly traded company, we attempt to foster an entrepreneurial culture given that we operate a broad and diverse portfolio of dating brands, and we seek to attract and retain senior executives with entrepreneurial backgrounds, attitudes and aspirations. Accordingly, when attempting to recruit and retain our executive officers, as well as other executives who may become executive officers at a later time, we compete not only with other public companies, but also with earlier stage companies, companies funded by financial sponsors, such as private equity and venture capital firms, financial sponsors themselves and professional firms. We structure our compensation program so that we can compete in this varied marketplace for talent, with an emphasis on variable, contingent compensation and long-term equity ownership.While we consider market data inbroad compensation programspackages for a given executive, Match Group follows a flexible approach, and practices and may periodically benchmark the compensation associated with particular executive positions, we do not definitively rely on competitive survey data or any benchmarking information in establishing executive compensation. The Company makes decisions based on a host of factors particular to a given executive'sexecutive’s situation, including itsour firsthand experience with the competition for recruiting and retaining executives, negotiation and its understanding ofdiscussion with the current environment, and believes that over-reliance onrelevant individual, competitive survey data, or a benchmarkinginternal equity considerations and other factors we deem relevant at the time.is too rigidto establishing compensation levels and stale for the dynamic and fast changing marketplace for talent in which we compete. Similarly, we believe that arithmetic approaches to measuring and rewarding short-term performance, as we believe these approaches often fail to adequately take into account the multiple factors that contribute to success at the individual executive and business level. In any given period, the CompanyMatch Group may have multiple objectives, and these objectives, (andand their relative importance)importance, often change as the competitive and strategic landscapes shift.shift, even within a given compensation cycle. As a result, formulaic approaches often over-compensate or under-compensate a given performance level. Accordingly, we have historically avoided the use of strict formulas in our annual bonus program, believing that they often over-compensate or under-compensate a given performance level. We insteadcompensation practices and rely primarily on an approach that, while based on clear objectives, is not formulaic and allows for the exercise of discretion in setting final bonus amounts.a discretionary approach.In addition, we are of the view that long-term incentive compensation in the form of equity awards aligns the interests of executives with the interests of our long-term shareholders, and to further this important goal, equity awards play a prominent role in our overall compensation program. We have used non-qualified stock options as the predominant equity incentive vehicle for our executives for many years. We use this equity incentive instrument primarily for the sake of simplicity given that the value from stock option awards is directly dependent on appreciation in the Company's stock price and therefore provides an objectively measurable goal, and a belief that it would, in general, make the Company more competitive in recruiting talented executives and employees. From time to time,however, executives have been awarded restricted stock units in addition to, or in lieu of, stock option awards, depending on individual circumstances. We will continue to evaluate the appropriate form of equity-based incentive awards as market conditions evolve. We believe that the Company's executive officer compensation program puts the substantial majority of compensation at risk, rewards both individual executive and corporate performance in a targeted fashion, pays amounts appropriate to attract and retain those key individuals necessary to grow the Company and aligns the interests of our key executives with the interests of our stockholders. We continuously evaluate our program and make changes as we deem appropriate. We presented a "Say-on-Pay" item to stockholders in 2017, which called for an advisory, non-binding vote regarding the compensation of our named executive officers in 2016 as described in the 2017 Annual Meeting proxy statement. On this item, over 97% of the votes cast were in favor of the resolution. In light of strong stockholder support, we concluded that no revisions were necessary to our executive officer compensation program as a direct result of that advisory vote.Company'sCompany’s Board of Directors (for purposes of this CD&A, the "Committee"“Committee”) has primary responsibility for establishing the compensation of the Company'sCompany’s executive officers. AllFor each of the NEOs (except Mr. Eigenmann, since his designation as an executive officer occurred in December 2020), all compensation decisions referred to throughout this CD&A have been made by the Committee, based (in part)in part on recommendations from Messrs. Dillerour Chief Executive Officer, and Levin (as described below).with input from representatives of the Company’s majority stockholder until the Separation in June 2020, and in consultation with the Executive Chairman of the Board following the Separation. The Committee currently consists of Ms. HammerMses. Brenner, McDaniel (Chairperson) and Mr. Rosenblatt.Seymon. Prior to the Separation the Committee consisted of Mses. McDaniel (Chairperson) and Seymon.executive officers participateChief Executive Officer participates in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools. In late 2017, Messrs. Diller2020 and Levinearly 2021, Ms. Dubey met with the Committee and discussed theirher views of corporate and individual executive officer performance for 20172020 for Messrs. Schiffman, SteinSwidler, Sine and Winiarski,Eigenmann, and theirher recommendations for annual bonuses for thesethose executive officers. Mr. DillerShe also discussed Mr. Levin's performance, and his views on hisher own performance with the Committee. Following these discussions, the Committee met in an executive session to discuss these recommendations.the recommendations, including their views of corporate and individual performance for 2020 for Ms. Dubey. After consideration of thesethe recommendations and their own evaluations, the Committee ultimately determined theapproved annual bonus amountamounts for each executive officer.officer'sofficer’s compensation package, each individual component is evaluated independently and in relation to the package as a whole. Prior earning histories and outstanding long-term compensation arrangements are also reviewed and taken into account. However, we doMatch Group does not believe in any formulaic relationship or targeted allocation between these elements. Instead, each individual executive'sexecutive’s situation is evaluated on a case-by-case basis each year, considering the variety of relevant factors at that time.From timetime,cast a triennial advisory vote on executive compensation (“say-on-pay”), which reflects the preference expressed by stockholders in 2016 with respect to the frequency of the say-on-pay vote. At Match Group’s annual meeting of stockholders held in June 2019, a substantial majority of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Committee believes that the vote reflected stockholder support of Match Group’s approach to executive compensation, and, as such, did not make changes based on the 2019 vote. The Committee will continue to consider the outcome of say-on-pay votes when making future compensation decisions for executive officers.has solicitedreserves the right to solicit the advice of consulting firms and engagedengage legal counsel. Nocounsel, except as noted below, no such consulting firms or legal counsel were engaged during 2017.2020.early 2017,2020, the Company engaged Mercer (US) Inc.Compensation Advisory Partners LLC (“CAP”) to provide comparative market data in connection with the Company'sCompany’s own analysis of its equity compensation practices, but neither MercerCAP nor any other compensation consultant engaged by the Company had any role in determining or recommending the amount or form of executive compensation for 2017.2020.Ourconsistconsisted of salary, annual bonuses, IAClong term incentives (typically equity awardsawards), and, in certain instances,to a more limited extent, perquisites and other benefits.Table Prior to making specific decisions related to any particular element of Contentscompensation, we typically review the total compensation of each executive, evaluating the executive’s total near- and long-term compensation in aggregate. We then determine which element or combinations of compensation elements (salary, bonus and/or equity) can be used most effectively to further our compensation objectives. However, all such decisions are subjective, and are made on a facts and circumstances basis without any prescribed relationship between the various elements of the total compensation package.Wenegotiatenegotiates a new executive officer'sofficer’s starting salary upon arrival, based on the executive's prior compensation history, prior compensation levels for the particular position within Match Group, the Company, the Company's New York City location of a particular executive, salary levels of other executive officersexecutives within the Company andMatch Group, salary levels available to the individual in alternative opportunities. Salariesopportunities, reference to certain survey information and the extent to which Match Group desires to secure the executive’s services.whichthat demonstrate an executive officer'sexecutive’s increased value to Match Group.Company. No executive officer'snew agreement, her annual salary was increased from $625,000 to $750,000, effective as of March 1, 2020, the date of her appointment to the new role. In February 2020, we also entered into an amendment of the employment agreement with Mr. Swidler in connection with his appointment to the additional role of Chief Operating Officer and, pursuant to the amendment, his annual salary was increased from $600,000 to $675,000, effective as of March 1, 2020, the date of his appointment to the additional role. No other executive officer salaries were established or adjusted during 2017.2020.General. We establishlevels throughprogram is designed to reward performance on an annual basis and annual bonuses are discretionary. Because of the variable nature of the bonus program, and because in any given year bonuses have the potential to make up a two-pronged process. First, atsignificant portion of an executive’s total compensation, the beginningbonus program provides an important incentive tool to achieve Match Group’s annual objectives. Match Group generally pays bonuses shortly after year-end following finalization of eachfinancial results for the year the Committee sets performance objectives, which historically have been tied to the achievementin question. EBITDA (as defined below), revenue or share price performance targets during the forthcoming year, and maximum bonus amounts. In general, these performance targets are minimum acceptable performance conditions, but with respect to which there is substantial uncertainty when we establish them. The establishment of performance targets and maximum bonus amounts is undertaken primarilybased on a non-formulaic assessment of factors that vary from year to satisfy the requirements of Section 162(m) of the Code. Satisfaction of one or more of the performance targets established by the Committee allows for the payment of bonuses that will be deductible by the Company for federal income tax purposes, should any bonuses be awarded to the Company's named executives. However, satisfaction of the applicable performance targets does not obligate the Committee to approve any specific bonus amount for any executive officer, and the Committee has historically reduced the maximum bonus amount based onyear, including a discretionary assessment of Company and, to a lesser extent, individual performance. In making its determinations regardingdetermining individual annual bonus amounts, the Committee considerswe consider a variety of factors regarding the Company’s overall performance, such as growth in profitability or achievement of strategic objectives by the Company, and an individual'sindividual’s performance and contribution to the Company. The Committee doesCompany, and general bonus expectations previously established between the Company and the executive. We do not quantify the weight given to any specific element or otherwise follow a formulaic calculation. Rather,calculation; however, Company performance tends to be the Committee engages in an overall assessment of appropriate bonus levels based on a subjective interpretation of all relevant criteria. This process is designed to permit the Company to deduct the bonus compensation paid to executives for income tax purposes.
The definition of EBITDA used for establishing Section 162(m) performance objectives comes from IAC's 2013 Stock and Annual Incentive Plan. Under such plan, "EBITDA" means, for any period, operating profit (loss) plus, if applicable: (i) depreciation, (ii) amortization and impairment of intangibles, (iii) goodwill impairment, (iv) non-cash compensation expense, (v) restructuring charges, (vi) non cash write-downs of assets, (vii) charges relating to disposal of lines of business, (viii) litigation settlement amounts and (ix) costs incurred for proposed and completed acquisitions.
2017 Bonuses. For 2017, the Committee predicated the payment of bonuses to executive officers on attaining: (i) EBITDA in anydominant driver of the four consecutive calendar quarters beginning with the second quarter of 2017 at least equal to EBITDA in the corresponding calendar quarter twelve months before, (ii) revenue in any of the four consecutive calendar quarters beginning with the second quarter of 2017 at least equal to revenue in the corresponding calendar quarter twelve months before or (iii) share price growth of at least 5% over $76.00 (the closing price of the Company's common stock on February 14, 2017) on any 20 trading days during the period beginning on February 15, 2017 through December 31, 2017. Each of the targets were met. After concluding that the threshold performance targets for the payment ofultimate bonus amount.
For 2020 bonuses, had been achieved, the Committee then exercised its right to reduce
bonus amounts for each individual executive officer from the maximum level established. In setting actual bonus levels, the Committeewe considered a variety of factors, including:
•Strategic initiatives.The Company took a number of important strategic steps in 2017,including,most significantly: (i) completing the combination of our HomeAdvisor business with Angie's List, creating a new public company that is the world's largest digital marketplace for home services; (ii) completing several other acquisitions across our business portfolio to enhance product offerings; and (iii) continuing to rationalize our asset portfolio in order to focus on our core businesses, resulting in,amongother things, the disposition of The Princeton Review;•Efficient capital management.During 2017, the Company lowered its consolidated cash cost of debt by approximately 200 basis points, extended maturities and created additional flexibility for the Company. This occurred by way of new borrowings of approximately $1,317 million, retiring approximately $807 million of higher cost debt, amending Match Group's term loan to reduce the interest rate payable on the outstanding balance and eliminating restrictive covenants in the Company's debt facility. The Company ended the year with $1.6 billion of cash on a consolidated basis, which we believe positions us for long term growth as we continue to invest in our businesses and identify new opportunities for expansion. In addition, the Company repatriated over $50 million to our stockholders during 2017 by way of share repurchases, and effectively eliminated over $500 million of dilution at Match Group through the repurchase of outstanding equity awards;•Share price appreciation.The Company's share price increased more than 80% during 2017, compared to approximately 27% growth in The Nasdaq Stock Market and 19% growth in the S&P 500; and•Revenueothers, year-over-year revenue and Adjusted EBITDAresults.Revenue increased 5% over the prior year, driven by stronggrowth, levels of cash flow generated fromANGI Homeservices, Match Groupoperations, and certain strategic accomplishments, including debt financings, strategic transactions and theCompany's Video segment. Adjusted EBITDA increased 15%general successful operation of the Company. The Committee also considered the Company’s strong performance despite the business and operating challenges presented by the global COVID-19 pandemic, including the successful pivoting of product roadmaps and marketing efforts in2017 (or 25% excluding transaction expenses relatedresponse to thecombinationuncertainty caused by the pandemic around the world generally and to our businesses in particular, and the maintaining of ourHomeAdvisor business and Angie's List).
global workforce’s productivity despite transitioning to a fully remote working environment. While the factors noted abovethese were the primary onesfactors considered in setting bonus award amounts, the Committee also considered each executive officer'sofficer’s role and responsibilities, the relative contributions made by each executive officer during the year and the relative size of the bonuses paid to the other executive officers. With respect to 2017 bonuses for oureach of the NEOs, the Committee considered the followingfollowing: (i) with respect to: (i) Mr. Diller, his continuedto Ms. Dubey, her new role in providingas Chief Executive Officer of the Company, including her focus on overseeing the operations of, and developing the strategic directionagenda for, the Company, overall, (ii) with respect to Mr. Levin,Swidler, his role in the successful completionas Chief Financial Officer of the combination of our Home Adviser business with Angie's List,Company as well as his continuing focus on managing the day-to-day business operationsnew role as Chief Operating Officer, including his management of the CompanyCompany’s finance, information technology, advertising sales and participating in the development of strategic initiatives for the Company, (iii) Mr. Schiffman,corporate communications functions and his role in the successful completion of the combination of our Home Adviser business with Angie's List and the consummation of an exchangeable debt offering, as well as his continuing role in the day-to-day oversight of the business operationsSeparation transaction, two senior note offerings totaling $1 billion in aggregate principal amount, and the amendment of the Company, (v)Company’s credit agreement, (iii) with respect to Mr. Stein, participating in the development of strategy for severalSine, his role as Chief Legal Officer, including his management of the Company's businesses,Company’s legal, compliance, and (vi) Mr. Winiarski, his role in managing the successful completion of a number of acquisitions, including the combination of our Home Adviser business with Angie's List, his involvement in the Company's financing effortsgovernment affairs functions and his ongoing oversight of the Company's regulatorylegal and compliance efforts.
As noted above, in setting individual bonus amounts, the Committee did not quantify the weight assigned to any specific factor, nor did it apply a formulaic calculation. In setting bonus amounts, the Committee generally considered the Company's overall performance, the amount of bonus for each NEO relative to other Company executives and the recommendationsaspects of the ChairmanSeparation transaction, and Senior Executive(iv) with respect to Mr. Eigenmann, his role as Chief Accounting Officer, including his management of the Company’s global accounting and financial reporting functions and his oversight of the Chief Executive Officer. In addition,accounting aspects of the Committee considered achievements in 2017 as compared to achievements and bonus levels in prior years.
Table of ContentsSeparation transaction.
Executive officer bonuses tend to be highly variable from year-to-year depending on the performance of the Company and, in certain circumstances, individual executive officer performance. Accordingly, we believe our executive officer bonus program provides strong incentives to reach the Company'sCompany’s annual goals.
Long-Term Incentives
General. Due to our 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 entrepreneurial employment alternatives. In addition, we believe
Match Group believes that ownership shapes behavior and that by providing a meaningful portion of an executive officer’s compensation in the form of equitystock based awards we align executive officeraligns their incentives with stockholder interests in a manner that we believe drives superiorbetter performance over time. The primary long term incentives for our NEOs have been Match Group restricted stock unit (“RSU”) awards.
While there is currently no formal stock ownership or holding requirement for executive officers, our executive officers generally have historically held a significant portion of their stock awards (net of tax withholdings) well beyond the relevant vesting dates.
In establishing equity awards for an executive officer for any given period, the amount of outstanding unvested and/or unexercised equity awards, as well as previously earned or exercised awards, is reviewed and evaluated on an individual-by-individual basis. In setting particular award levels, the predominant considerations areobjectives have been providing the executive officer with effective retention incentives appropriate reward for past performance,and incentives for strong future performanceperformance. Appropriate levels to meet these goals may vary from year to year, and competitive conditions. from executive to executive, based on a variety of factors.
The annual corporate performance factors relevant to setting bonus amounts that were discussed above, while considered, aretaken into account, have generally been less relevant in determining the type and level ofsetting annual equity awards, as the awards tend to be more forward looking, and are a longer-term retention and reward instrument relative to ourthan annual bonuses.
The Company's usual practice is
All equity awards have been approved by the Committee, other than the Former IAC stock options granted to scheduleMses. Ginsberg and Dubey and Mr. Swidler in 2016, which were approved by the Former IAC Compensation and Human Resources Committee. When granting Match Group equity awards, the Committee has taken into account factors such as historical practices, the Committee’s view of market compensation generally, the dilutive impact of equity grants and desired short and long-term dilution levels, and a given executive’s existing equity holdings and their retention and incentive value.
Except where otherwise noted, equity awards have been made following year-end after finalization of financial results for the year in question. Committee meetings at which the awards are to be made are generally scheduled well in advance and without regard to the timing of the release of earnings or other material information.
2017 Equity Awards.
In February 2017,2020, as part of the Company’s annual year-end compensation review, the Committee granted 300,000 stock options123,411 RSUs to Ms. Dubey, 78,983 RSUs to Mr. Levin, 150,000 stock options to each of Messrs. Schiffman and Stein, and 100,000 stock optionsSwidler, 32,594 RSUs to Mr. Winiarski.Sine, and 3,585 RSUs to Mr. Eigenmann. The optionsRSU award granted to Ms. Dubey vests in two equal installments on September 1, 2022 and 2023. The RSU awards granted to Messrs. Swidler and Eigenmann vest 25% a year,in two equal installments on the first foursecond and third anniversaries of the grant date. The RSU award granted to Mr. Sine vests as to one-third on the second anniversary of the grant date and have an exercise price equalas to two-thirds on the closing pricethird anniversary of the Company's common stock on the grant date. In determining the amounts of the RSU awards granted to Ms. Dubey and Mr. DillerSwidler, the Committee considered Ms. Dubey’s appointment as the Company’s Chief Executive Officer and Mr. Swidler’s appointment to the additional role of Chief Operating Officer, respectively. In light of her resignation, Ms. Ginsberg did not receive an equity award in 2017, asFebruary 2020. In July 2020, in recognition of his contribution to the CommitteeSeparation transaction, Mr. Eigenmann was granted him one million stock options473 RSUs vesting in 2015,a single installment on the first anniversary of the grant date.
In connection with the Committee noting at that timeSeparation, all then outstanding Former Match Group stock option and RSU awards, including the Company's history of granting Mr. Diller equity awards once every few years (and the Committee's intentiongranted to remain consistent with that approach).
We believe these awards provide meaningful retention and performance incentives for our executive officers.
2018 Equity Awards. In March 2018,officers, were assumed by New Match Group on the Committee granted 80,000same terms and conditions (including applicable vesting requirements); except that, in accordance with the terms of the applicable Stock and Annual Incentive Plan, each stock optionsoption award and RSU award was adjusted in order to Mr. Schiffmanreflect the $3.00 per share merger consideration paid to Former Match Group stockholders in connection with anthe Separation (the “June 2020 Match Group Award Separation Adjustments”). Stock option awards were adjusted by dividing the exercise price, equaland multiplying the number of options, by an adjustment factor of 1.0337. RSU awards were adjusted by multiplying the number of RSUs by the same adjustment factor. The June 2020 Match Group Award Separation Adjustments maintained the value of the awards, placing the recipients in an equivalent position following the closing of the Separation.
In connection with the Separation, and pursuant to the closing price of the Company's common stock on the grant date and which will vest 50% on each of February 15, 2021 and February 15, 2022; provided, thatemployee matters agreement with IAC, the vesting of 50%all Former IAC stock options outstanding as of theseDecember 19, 2020, including the Former IAC stock options is also subjectgranted to Mses. Ginsberg and Dubey and Mr. Swidler in 2016, was accelerated, and each such stock option was converted into (i) one New IAC stock option and (ii) 2.1584 New Match Group stock options, with the requirement thatexercise price of each such New IAC stock option and New Match Group stock option based on the closing price per sharerelative values of the Company'scompanies’ common stock during any 20 consecutive days during which the award is outstanding equals or exceeds $200 per share. In addition, following vesting, these options shall only be exercisable after February 15, 2022. No other executive officer received an equity award in 2018, as the Committee considered outstanding equity awards currently held by each other executive and the amount realizable from those awards based the Company's stock price at the time of the Committee meeting, andSeparation (the “June 2020 IAC Option Separation Adjustments”). The June 2020 IAC Option Separation Adjustments maintained the
Table value of Contentsthe awards, placing the recipients in an equivalent position following the closing of the Separation.
significant appreciation in the Company's stock price since the last time equity was awarded to the executives.
20172020 Employment Agreement
Changes
New Employment Agreement for Mr. Levin.Ms. Dubey Effective November 21, 2017 (the "Effective Date"), IAC and Mr. Levin, the Company's. In connection with her appointment as Match Group’s Chief Executive Officer, on February 13, 2020, the Company entered into ana new employment agreement (the "Employment Agreement").with Ms. Dubey, replacing the then current employment agreement with Ms. Dubey in its entirety, effective March 1, 2020. The Employment Agreementagreement has a scheduledan initial term of three (3) years from the Effective Date and provides forone year, with automatic renewals forof successive one (1) yearone-year terms absent written notice from IAC or Mr. Levin ninety (90)either party 90 days prior to the expiration of the then current term. The Employment Agreementagreement provides that Mr. Levin will be eligible to receivefor an annual base salary (currently $1,000,000), discretionary annual cash bonuses, equity awardsof $750,000, subject to increases in the Company’s discretion from time to time. As described in more detail under Executive Compensation–Estimated Potential Payments Upon Termination or Change in Control, the agreement also provides for specified payments and such other employee benefits as may be reasonably determined by the Committee.
Uponupon a termination of employment, as well as specified restrictive covenants.
Mr. Levin'sSwidler. On February 13, 2020, the Company entered into an amendment of Mr. Swidler’s employment by IAC without "cause" (and other than by reason of death or disability), Mr. Levin's resignation for "good reason" or the timely delivery of a non-renewal notice by IAC (a "Qualifying Termination"), and subjectagreement, effective March 1, 2020, to reflect his appointment to the executionadditional role of a releaseChief Operating Officer and compliance with the restrictive covenants set forth below: (i) IAC will continue to pay Mr. Levinan increase in his annual base salary forto $675,000.
The employment agreements between Former Match and each of Ms. Dubey and Messrs. Swidler and Sine were assumed by New Match at the then-current term, but for a periodclosing of not less than twelve (12) months following such termination (the "Severance Period"), (ii) all IACthe Separation.
Change of Control
Match Group believes that providing executives with change of control protection is important in allowing executives to fully value the forward looking elements of their compensation packages, and therefore limit retention risk during uncertain times. The terms of equity awards (including any cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) held by Mr. Levin on the Effective Date that remain outstanding on the date of the Qualifying Termination and that would have otherwise vested during the Severance Period shall vest as of the date of such termination, (iii) all IAC equity awards (including any cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) held by Mr. Levin on the date of the Qualifying Termination (other than those described in the preceding clause (ii)) that would have otherwise vested during the twelve (12) month period following such termination shall vest as of the date of such termination, and (iv) all vested and outstanding IAC stock options held by Mr. Levin as of the date of such Qualifying Termination (including any stock options that vested pursuantgranted to the acceleration rights described above), shall remain outstanding and exercisable for eighteen (18) months from the date of such termination. Upon Mr. Levin's death, IAC shall pay his designated beneficiary Mr. Levin's base salary through the end of the month in which death occurs and all IAC equity awards (including any cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) held by Mr. Levin that would have otherwise vested during the twelve (12) month period following such death shall vest as of the date of death and IAC stock options shall remain outstanding and exercisable for eighteen (18) months from the date of death.
Pursuant to his agreement, Mr. Levin is bound by a covenant not to compete with IAC's businesses during the term of his employment and during the Severance Period and covenants not to solicit IAC's employees or business partners during the term of his employment and for eighteen (18) months after a Qualifying Termination. In addition, Mr. Levin agreed not to use or disclose any confidential information of IAC or its affiliates.
The Company's equity awards for senior executive officersexecutives generally include a so-called "double-trigger"“double-trigger” change of control provision, as provided for under the Match Group, Inc. 2015 Stock and Annual Incentive Plan (as amended, the “2015 Plan”) and the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan (as amended, the “2017 Plan”), which provides for the acceleration of the vesting of outstanding equity awards in connection with a change of control, but only when an award holder suffersthe executive experiences an involuntary termination of employment during the two (2) yeartwo-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 in these circumstances will assist in the retention of our executive officersexecutives through a change of control transaction. For purposes of this discussion and the discussion below under the heading "Severance,"
we use the term "involuntary termination" to mean both a termination by the Company without "cause" and a resignation by the executive for "good reason" or similar construct.
We generally provide executive officers with some amount of salary and health benefits continuation and the acceleration of the vesting of some equity awards in the event of an involuntary termination of employment. Because we tend to promote our executive officers from within, after competence and commitment have generally been established, we believe that the likelihood of the vesting of equity awards being accelerated is typically low, and yet we believe that through providing this benefit we increase the retentive effect of our equity program, which serves as our most important retention incentive. The Company generally does not provide for the acceleration of the vesting of equity awards in the event an executive officer voluntarily resigns from the Company.
General. We provide Messrs. Diller and Levin with various non-cash benefits as part of their overall compensation packages.
Under certain limited circumstances, othercertain Match Group executive officers have also received non-cash and non-equity compensatory benefits. The value of these benefits, is calculated under appropriate rules and is taken into account as a component of compensation when establishing overall compensation levels. The value of all non-cash benefitsif applicable, is reported under the "All Other Compensation"Annual Compensation column inof the 2020 Summary Compensation Table on page 34included in the Executive Compensation section of this proxy statement pursuant to applicable SEC rules. OurMatch Group executive officers do not participate in any deferred compensation or retirement programsprogram other than the Company'sCompany’s 401(k) plan. Other than a tax gross-up on certain relocation benefits provided to Mr. Schiffman in connection with his moving to the New York City metropolitan area to assume the role of Executive Vice President and Chief Financial Officer, we did not gross-up any benefits provided to any executive officer in 2017. Other than those described specifically below, our executive officers do not partake in any benefit programs, or receive any significant perquisites, distinct from the Company's other employees.
Tax Deductibility
Mr. Diller. Pursuant to Company policy, Mr. Diller is required to travel, both for business and personal purposes, on corporate aircraft. In addition to serving general security interests, this means of travel permits him to travel non-stop and without delay, to remain in contact with the Company while he is traveling, to change his plans quickly in the event Company business requires and to conduct confidential Company business while flying, be it telephonically, by e-mail or in person. These interests are similarly furthered on both business and personal flights, as Mr. Diller typically provides his services to the Company while traveling in either case. Nonetheless, the incremental cost to the Company of his travel for personal purposes is reflected as compensation to Mr. Diller from the Company, and is taken into account in establishing his overall compensation package. For certain personal use of Company-owned aircraft, Mr. Diller reimburses the Company at the maximum rate allowable under applicable rules of the Federal Aviation Administration.
Additionally, the Company provides Mr. Diller with access to certain automobiles for business and personal use. We also provide certain Company-owned office space and IT equipment for use by certain individuals who work for Mr. Diller personally. These uses are valued by the Company at their incremental cost to the Company or, in the case of the use of office space (where there is no discernible incremental cost), at the cost used for internal allocations of office space for corporate purposes.
Mr. Levin. Pursuant to Company policy, Mr. Levin is encouraged to travel, both for business and personal purposes, on corporate aircraft for the same reasons as set forth above for Mr. Diller. The incremental cost to the Company of his travel for personal purposes is reflected as compensation to
Mr. Levin from the Company, and is taken into account in establishing his overall compensation package.
Mr. Schiffman. As part of the agreement for Mr. Schiffman to move to the New York City metropolitan area to accept the position of Executive Vice President and Chief Financial Officer, the Company agreed to compensate Mr. Schiffman for various costs of relocating from Austin, Texas. The majority of these costs were incurred during 2016; however certain housing costs and associated tax gross-ups were incurred during 2017. We do not expect these amounts to be recurring, and though the applicable compensation disclosure rules require us to disclose the value of these items as compensation, we did not take them into account in determining the other components of Mr. Schiffman's compensation, as we view them as a cost to the Company in facilitating Mr. Schiffman's move to the New York City metropolitan area.
Under Section162(m) of the Code, compensation paid to certain NEOs in excess of $1 million is generally not tax deductible. Prior to the enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), this limitation did not apply to compensation paid to the chief financial officer or to compensation based on achievement of pre-determined objective performance goals if certain requirements were met. Historically, the Committee has structured certain compensation with the intention of complying with the performance-based compensation exemption from Section 162(m). A number of requirements must be met for particular compensation to qualify, however, and there can be no assurance that any compensation awarded would be fully deductible under all circumstances. In addition, in appropriate circumstances the Committee may approve elements of compensation for certain executive officers that are not fully deductible.
The exemption from the deduction limit for performance-based compensation set forth in Section 162(m) of the Code has been repealed, effectiveEffective for taxable years beginning after December 31, 2017, such that compensation paid to our NEOs, including our Chief Financial Officer, in excess of $1 million paid to our current named executive officers and certain former named executive officers will generally not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Despite the Committee's efforts to structure certain compensation to be exempt from Section 162(m) of the Code and therefore not subject to its deduction limits, there can be no assurance that this compensation will be fully deductible because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) of the Code and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing the exemption from the deduction limit set both in Section 162(m) of the Code. In addition, thetax deductible. The Committee reserves the right to modifypay compensation that was initially intended to be exempt from Section 162(m) of the Codeis not fully tax deductible if it determines that such modifications arecompensation is consistent with the Company'sCompany’s best interests.
COMPENSATION AND HUMAN RESPOURCES COMMITTEE REPORT
The Compensation and Human Resources Committee has reviewed the Compensation Discussion and Analysis and discussed it with Company management. In reliance on its review and the discussions referred to above, the Compensation and Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be included in IAC's 2017Match Group’s 2020 Annual Report on Form 10-K and this proxy statement.
Members of the Compensation and Human Resources Committee
Bonnie
Ann L. McDaniel (Chairperson)
Melissa Brenner
Pamela S. Hammer (Chairperson)David RosenblattSeymon
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The membership of the Compensation and Human Resources Committee during 2020 consisted of Ms. HammerMses. McDaniel (Chairperson) and Mr. Rosenblatt during 2017. NeitherSeymon prior to the Separation and Mses. Brenner, McDaniel (Chairperson) and Seymon following the Separation. None of them has ever been an officer or employee of IACMatch Group (or, prior to the Separation, IAC) at any time during their respective service on the committee.
The
This Executive Compensation section of this proxy statement sets forth certain information regarding total compensation earned by our named executives in 2017,executive officers for our fiscal year ended December 31, 2020, as well as Company equityMatch Group awards madegranted to our named executivesexecutive officers in 2017, Company2020, Match Group and Former IAC equity awards held by our named executivesexecutive officers on December 31, 20172020, and the dollar value realized by our named executivesexecutive officers upon the vesting and exercise of Match Group and Former IAC equity awards during 2017.2020.
2020 Summary Compensation Table
Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Barry Diller | 2017 | $ | 500,000 | $ | 2,000,000 | — | — | $ | 683,658 | $ | 3,183,658 | |||||||||||
Chairman and Senior | 2016 | $ | 500,000 | $ | 2,000,000 | — | — | $ | 1,184,234 | $ | 3,684,234 | |||||||||||
Executive | 2015 | $ | 500,000 | — | — | $ | 14,220,000 | $ | 1,136,025 | $ | 15,856,025 | |||||||||||
Joseph Levin | 2017 | $ | 1,000,000 | $ | 4,000,000 | — | $ | 7,662,000 | $ | 378,729 | $ | 13,040,729 | ||||||||||
Chief Executive Officer | 2016 | $ | 1,000,000 | $ | 2,500,000 | $ | 4,037,000 | $ | 2,580,000 | $ | 358,980 | $ | 10,475,980 | |||||||||
| 2015 | $ | 1,000,000 | $ | 1,250,000 | — | $ | 8,066,000 | (4) | $ | 340,622 | $ | 10,656,622 | ||||||||||
Glenn H. Schiffman | 2017 | $ | 600,000 | $ | 2,500,000 | — | $ | 3,831,000 | $ | 46,059 | $ | 6,977,059 | ||||||||||
Executive Vice President and | 2016 | $ | 420,000 | $ | 1,750,000 | — | $ | 2,942,000 | $ | 225,586 | $ | 5,337,586 | ||||||||||
Chief Financial Officer | ||||||||||||||||||||||
(since April 2016) | ||||||||||||||||||||||
Mark Stein | 2017 | $ | 550,000 | $ | 1,500,000 | — | $ | 3,831,000 | $ | 24,213 | $ | 5,905,213 | ||||||||||
Executive Vice President and | 2016 | $ | 550,000 | $ | 1,000,000 | — | $ | 1,935,000 | $ | 7,950 | $ | 3,492,950 | ||||||||||
Chief Strategy Officer | ||||||||||||||||||||||
(since January 2016) | ||||||||||||||||||||||
Gregg Winiarski | 2017 | $ | 500,000 | $ | 1,750,000 | — | $ | 2,554,000 | $ | 8,100 | $ | 4,812,100 | ||||||||||
Executive Vice | 2016 | $ | 500,000 | $ | 1,250,000 | — | $ | 1,290,000 | $ | 7,950 | $ | 3,047,950 | ||||||||||
President and General | 2015 | $ | 500,000 | $ | 1,500,000 | — | $ | 1,476,000 | $ | 7,950 | $ | 3,483,950 | ||||||||||
Counsel | ||||||||||||||||||||||
(1)ReflectsThe following table sets forth information concerning the
dollar valuecompensation paid to each ofRSU awards, calculated by multiplying the closing price of IAC common stock on the grant date by the number of RSUs awarded.(2)Unless otherwise indicated, these amounts represent the grant date fair value of stock option awards using the Black-Scholes option pricing model. For details regarding the assumptions used to calculate these amounts in 2017, see footnote 3 to the "Grants of Plan-Based Awards in 2017" table on page 36.
(3)Additional information regarding all other compensation amounts for eachour named executivein 2017 is as follows:
| | Barry Diller | Joseph Levin | Glenn H. Schiffman | Mark Stein | Gregg Winiarski | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Personal use of Company aircraft(a) | $ | 619,900 | $ | 370,629 | $ | 30,943 | $ | 16,113 | — | |||||||
Relocation costs and related tax reimbursements(b) | — | — | $ | 7,016 | — | — | ||||||||||
401(k) plan Company match | $ | 8,100 | $ | 8,100 | $ | 8,100 | $ | 8,100 | $ | 8,100 | ||||||
Miscellaneous(c) | $ | 55,658 | — | — | — | — | ||||||||||
| | | | | | | | | | | | | | | | | |
| $ | 683,658 | $ | 378,729 | $ | 46,059 | $ | 24,213 | $ | 8,100 | |||||||
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | |
(a)Pursuant to the Company's Airplane Travel Policy, Mr. Diller is required to travel by Company-owned or chartered aircraftofficers forboth business and personal purposes and Mr. Levin is encouraged to use Company aircraft for business and personal travel when doing so would serve the interests of the Company. See the discussion regarding airplane travel under Compensation Discussion and Analysis on page 32. We calculate the incremental cost to the Company for personal use of Company aircraft based on the average variable operating costs to the Company. 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 Company 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 pilots' salaries, the purchase costs of Company-owned aircraft, insurance, scheduled maintenance and non-trip related hangar expenses. In the event a named executive has family members or other guests accompany him on a business or personal trip, such travel (while it does not result in any incremental cost to the Company) results in the imputation of taxable income to the relevant named executive, the amount of which is calculated in accordance with applicable Internal Revenue Service rules.(b)Reflects $3,454 paid to or on behalf of Mr. Schiffman for certain costs related to the relocation of him and his family to the New York City metropolitan area in 2016 and $3,562 in related tax reimbursements on income imputed to Mr. Schiffman for these costs.(c)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. The total amount of other benefits provided reflects: (i) lease payments, parking, fuel, maintenance and other costs associated with Mr. Diller's personal use of two automobiles leased and maintained by IAC, (ii) an allocation (based on square footage) of costs for the use of IAC office space by certain individuals who work for Mr. Diller personally and (iii) 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 the Company's information technology technical support and certain communications equipment.
(4)In connection with the grant of IAC stock options to Mr. Levin at the time he was appointed Chief Executive Officer of IAC in June 2015, Mr. Levin surrendered equity awards tied solely to the value of IAC's Search business.
(5)In addition to his role as Executive Vice President and Chief Financial Officer of IAC, Mr. Schiffman was appointed Chief Financial Officer of ANGI Homeservices Inc. in September 2017. For the period commencing on September 29, 2017 throughour fiscal year ended December 31,2017, $240,625 of Mr. Schiffman's IAC compensation as reflected above was allocated to ANGI Homeservices Inc. for his services as its Chief Financial Officer pursuant to a services agreement between us and ANGI Homeservices Inc.
| Name and Principal Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | Option Awards ($)(2) | All Other Compensation ($)(3) | Total ($) | |||||||||||||||||||||
| Sharmistha Dubey | 2020 | $ | 729,508 | $ | 3,500,000 | $ | 9,465,624 | — | $ | 10,000 | $ | 13,705,132 | ||||||||||||||||
| Chief Executive Officer | 2019 | $ | 625,000 | $ | 2,250,000 | $ | 2,999,961 | — | $ | 8,400 | $ | 5,883,361 | ||||||||||||||||
| (since Mar. ‘20; Pres. until Mar. ‘20) | 2018 | $ | 550,000 | $ | 1,500,000 | $ | 11,999,986 | — | $ | 8,250 | $ | 14,058,236 | ||||||||||||||||
| Amanda Ginsberg | 2020 | $ | 122,951 | — | — | — | $ | 10,000 | $ | 132,951 | ||||||||||||||||||
| Former Chief Executive Officer | 2019 | $ | 750,000 | $ | 2,600,000 | — | — | $ | 11,203 | $ | 3,361,203 | |||||||||||||||||
| (until Mar. ‘20) | 2018 | $ | 750,000 | $ | 1,750,000 | — | — | $ | 8,250 | $ | 2,508,250 | |||||||||||||||||
| Gary Swidler | 2020 | $ | 662,705 | $ | 2,000,000 | $ | 6,057,996 | — | $ | 10,000 | $ | 8,730,701 | ||||||||||||||||
| COO and CFO | 2019 | $ | 593,753 | $ | 1,800,000 | $ | 2,999,995 | — | $ | 8,400 | $ | 5,404,149 | ||||||||||||||||
| (COO since Mar. ‘20) | 2018 | $ | 550,000 | $ | 1,500,000 | — | $ | 1,599,200 | $ | 8,250 | $ | 3,657,450 | ||||||||||||||||
| Jared F. Sine | 2020 | $ | 400,000 | $ | 700,000 | $ | 2,499,960 | — | $ | 10,000 | $ | 3,609,960 | ||||||||||||||||
| Chf. Bus. Aff. & Leg. Off. (Mar. ‘21) | 2019 | $ | 395,753 | $ | 600,000 | $ | 1,499,969 | — | $ | 8,400 | $ | 2,504,122 | ||||||||||||||||
| Chief Legal Officer (until Mar. ‘21) | 2018 | $ | 350,000 | $ | 500,000 | $ | 999,997 | — | $ | 8,250 | $ | 1,858,247 | ||||||||||||||||
| Philip Eigenmann | 2020 | $ | 300,000 | $ | 220,000 | $ | 320,581 | — | $ | 10,000 | $ | 850,581 | ||||||||||||||||
| Chief Accounting Officer | ||||||||||||||||||||||||||||
| (1) | Reflects the grant date fair value of Match Group RSU awards, computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, excluding the effect of estimated forfeitures. |
| (2) | These amounts represent the grant date fair value of Match Group stock options granted in the year indicated, computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, excluding the effect of estimated forfeitures. |
| (3) | Other compensation includes 401(k) matching contributions made by the Company for all named executive officers in all relevant periods. |
Grants of Plan-Based Awards in 2017
2020
The table below provides information regarding all IAC stock options and RSUsthe Match Group RSU awards granted to our named executivesexecutive officers in 2017.
Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Securities Underlying Options (#)(1) | Exercise or Base Price of Option Awards ($/Sh)(2) | Grant Date Fair Value of Stock and Option Awards ($)(3) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Barry Diller | — | — | — | — | — | |||||||||||
Joseph Levin | 2/14/17 | — | 300,000 | $ | 76.00 | $ | 7,662,000 | |||||||||
Glenn H. Schiffman | 2/14/17 | — | 150,000 | $ | 76.00 | $ | 3,831,000 | |||||||||
Mark Stein | 2/14/17 | — | 150,000 | $ | 76.00 | $ | 3,831,000 | |||||||||
Gregg Winiarski | 2/14/17 | — | 100,000 | $ | 76.00 | $ | 2,554,000 | |||||||||
(1)These stock options vested/vest in four equal installments on2020. The number of RSUs listed does not reflect theanniversaryJune 2020 Match Group Award Separation Adjustments. The grant date fair value of theapplicable grant date, subject to continued employment.(2)The exerciseRSUs is calculated by multiplying the number of RSUs by the closing market priceis equal to the fair market value per share (as defined in the applicable stock and annual incentive plan)ofIACMatch Group common stock on the grant date.(3)Reflects the grant date fair value of stock option awards using the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates various assumptions, including expected volatility (based on the historical volatility of IAC common stock), risk-free interest rates (based on U.S. Treasuries with terms comparable to those of the stock options), expected term (based on the historical exercise behavior of our employees) and dividend yield (based on IAC's historical dividend payments). The assumptions used to calculate the amounts in the table above for stock option awards granted to our named executives were an expected volatility rate of 29.71%, a risk-free interest rate of 2.166%, an expected term of 6.16 years and no dividend yield.
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock or Units (#) | Grant Date Fair Value of Stock Awards ($) | |||||||||
| Sharmistha Dubey | 2/18/20 | 123,411 | (1) | $ | 9,465,624 | |||||||
| Amanda Ginsberg | — | — | — | |||||||||
| Gary Swidler | 2/18/20 | 78,983 | (2) | $ | 6,057,996 | |||||||
| Jared F. Sine | 2/18/20 | 32,594 | (3) | $ | 2,499,960 | |||||||
| Philip Eigenmann | 2/18/20 | 3,585 | (2) | $ | 274,970 | |||||||
| 7/15/20 | 473 | (4) | $ | 45,611 | ||||||||
| (1) | These RSUs vest 50% on each of September 1, 2022 and 2023, subject to continued service. |
| (2) | These RSUs vest 50% on each of February 18, 2022 and 2023, subject to continued service. |
| (3) | These RSUs vest 33% on February 18, 2022, and 67% on February 18, 2023, subject to continued service. |
| (4) | These RSUs vest 100% on July 1, 2021, subject to continued service. |
Outstanding Equity Awards at 20172020 Fiscal Year-End
The table below provides information regarding Match Group stock options and RSUs and IAC equity awardsstock options, as applicable, held by our named executivesexecutive officers on December 31, 2017.2020. The market value of allMatch Group RSU awards is based on the closing market price of IACMatch Group common stock on December 29, 2017 ($122.28).
| | Option Awards | Stock Awards(1) | |||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Number of securities underlying unexercised options (#) | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | |||||||||||||
| | (Exercisable) | (Unexercisable) | | | | | |||||||||||||
Barry Diller | 300,000 | — | $ | 31.89 | 4/20/21 | — | — | ||||||||||||
| 250,000 | (2) | 250,000 | (2) | $ | 67.45 | 3/29/25 | — | — | |||||||||||
| 250,000 | (2) | 250,000 | (2) | $ | 84.31 | 3/29/25 | — | — | |||||||||||
Joseph Levin | 100,000 | — | $ | 60.00 | 2/2/22 | — | — | ||||||||||||
| 112,500 | — | $ | 45.78 | 2/2/22 | — | — | |||||||||||||
| 75,000 | (2) | 25,000 | (2) | $ | 66.30 | 8/1/24 | — | — | |||||||||||
| 200,000 | (3) | 200,000 | (3) | $ | 77.26 | 6/24/25 | — | — | |||||||||||
| 50,000 | (2) | 150,000 | (2) | $ | 40.37 | 2/10/26 | — | — | |||||||||||
| — | 300,000 | (2) | $ | 76.00 | 2/14/27 | — | — | ||||||||||||
| — | — | — | — | 120,834 | $ | 14,775,582 | |||||||||||||
Glenn H. Schiffman | 50,000 | (2) | 150,000 | (2) | $ | 45.78 | 4/7/26 | — | — | ||||||||||
| — | 150,000 | (2) | $ | 76.00 | 2/14/27 | — | — | ||||||||||||
Mark Stein | 100,000 | — | $ | 60.00 | 2/2/22 | — | — | ||||||||||||
| 100,000 | (4) | 100,000 | (4) | $ | 70.88 | 9/17/25 | — | — | |||||||||||
| 37,500 | (2) | 112,500 | (2) | $ | 40.37 | 2/10/26 | — | — | |||||||||||
| — | 150,000 | (2) | $ | 76.00 | 2/14/27 | — | — | ||||||||||||
| — | — | — | — | 25,000 | $ | 3,057,000 | |||||||||||||
Gregg Winiarski | 175,000 | — | $ | 45.78 | 2/2/22 | — | — | ||||||||||||
| 44,005 | — | $ | 47.06 | 5/3/23 | — | — | |||||||||||||
| 93,750 | (2) | 31,250 | (2) | $ | 71.55 | 3/28/24 | — | — | |||||||||||
| 50,000 | (2) | 50,000 | (2) | $ | 61.68 | 2/11/25 | — | — | |||||||||||
| 25,000 | (2) | 75,000 | (2) | $ | 40.37 | 2/10/26 | — | — | |||||||||||
| — | 100,000 | (2) | $ | 76.00 | 2/14/27 | — | — | ||||||||||||
(1)The table below provides the following information regarding RSUs held by each of our named executives151.19) on December 31,2017: (i) the grant date of each award, (ii) the number of RSUs outstanding on December 31, 2017, (iii) the market value of RSUs outstanding on December 31, 2017, (iv) the vesting schedule for each award and (v) the total number of RSUs that vested/are scheduled to vest in each of the fiscal years ending December 31, 2018 and 2019.
| Option Awards(1) | Stock Awards(1)(2) | |||||||||||||||||||||||
| Name | Number of securities underlying unexercised options (#) | Number of securities underlying unexercised options (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested(#) | Market value of shares or units of stock that have not vested ($) | ||||||||||||||||||
| (Exercisable) | (Unexercisable) | |||||||||||||||||||||||
| Sharmistha Dubey | ||||||||||||||||||||||||
| Match Group stock options | — | 47,517 | (3) | $ | 16.4813 | 2/9/27 | — | — | ||||||||||||||||
| Match Group stock options(4) | 10,792 | — | $ | 20.9839 | 12/1/26 | — | — | |||||||||||||||||
| Match Group RSUs | — | — | — | — | 376,592 | $ | 56,936,945 | |||||||||||||||||
| IAC stock options(5) | 5,000 | — | $ | 19.9285 | 12/1/26 | — | — | |||||||||||||||||
| Amanda Ginsberg | ||||||||||||||||||||||||
| Match Group stock options | — | 40,728 | (3) | $ | 16.4816 | 2/9/27 | — | — | ||||||||||||||||
| Match Group stock options | — | 230,796 | (6) | $ | 21.3519 | 9/29/27 | — | — | ||||||||||||||||
| Match Group RSUs | — | — | — | — | 54,304 | $ | 8,210,222 | |||||||||||||||||
| Gary Swidler | ||||||||||||||||||||||||
| Match Group stock options | 30,857 | — | $ | 14.2162 | 9/17/25 | — | — | |||||||||||||||||
| Match Group stock options | 68,619 | 33,940 | (3) | $ | 16.4813 | 2/9/27 | — | — | ||||||||||||||||
| Match Group stock options | — | 108,608 | (7) | $ | 37.7136 | 2/22/28 | — | — | ||||||||||||||||
| Match Group stock options(4) | 10,792 | — | $ | 20.9839 | 12/1/26 | — | — | |||||||||||||||||
| Match Group RSUs | — | — | — | — | 135,314 | $ | 20,458,124 | |||||||||||||||||
| Jared F. Sine | ||||||||||||||||||||||||
| Match Group stock options | — | 27,152 | (3) | $ | 16.4814 | 2/9/27 | — | — | ||||||||||||||||
| Match Group RSUs | — | — | — | — | 87,041 | $ | 13,159,729 | |||||||||||||||||
| Philip Eigenmann | ||||||||||||||||||||||||
| Match Group stock options | — | 11,133 | (3) | $ | 16.4819 | 2/9/27 | — | — | ||||||||||||||||
| Match Group stock options | 10,861 | 10,861 | (8) | $ | 24.768 | 11/7/27 | — | — | ||||||||||||||||
| Match Group RSUs | — | — | — | — | 8,649 | $ | 1,307,642 | |||||||||||||||||
| | | Market Value of Unvested RSUs as of 12/31/17 ($) | | | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| | Number of Unvested RSUs as of 12/31/17 (#) | | | ||||||||||
| | Vesting Schedule (#) | ||||||||||||
Name and Grant Date | 2018 | 2019 | |||||||||||
Barry Diller | — | — | — | — | |||||||||
Joseph Levin | |||||||||||||
7/29/14 | 87,500 | $ | 10,699,500 | — | 87,500 | ||||||||
2/10/16 | 33,334 | $ | 4,076,082 | — | 33,334 | ||||||||
Glenn H. Schiffman | — | — | — | — | |||||||||
Mark Stein | |||||||||||||
9/17/15 | 25,000 | $ | 3,057,000 | 12,500 | 12,500 | ||||||||
Gregg Winiarski | — | — | — | — | |||||||||
| (1) | For information on the treatment of Match Group stock options and RSUs upon a termination of employment (including certain terminations during specified periods following a change in control of Match Group), see the discussion under Executive Compensation—Estimated Potential Payments Upon Termination or Change in Control. The number of RSUs, and the number and exercise price of Match Group stock options, reflect the June 2020 Match Group Award Separation Adjustments. The number and exercise price of IAC stock options reflect the June 2020 IAC Option Separation Adjustments. |
| (2) | The table below provides the following information regarding Match Group RSUs held by each of our named executive officers on December 31, 2020: (i) the grant date of each award, (ii) the number of RSUs outstanding on December 31, 2020, (iii) the market value of RSUs outstanding on December 31, 2020 and (iv) the vesting schedule for each award. |
| Number of Unvested RSUs as of 12/31/20 | Market Value of Unvested RSUs as of 12/31/20 | Vesting Schedule (#) | ||||||||||||||||||
| Name and Grant Date | (#) | ($) | 2021 | 2022 | 2023 | |||||||||||||||
| Sharmistha Dubey | ||||||||||||||||||||
| 2/22/18 | 106,062 | $ | 16,035,514 | 106,062 | — | — | ||||||||||||||
| 8/6/18 | 113,103 | $ | 17,100,043 | — | 113,103 | — | ||||||||||||||
| 5/13/19 | 29,858 | $ | 4,514,231 | 14,928 | 14,930 | — | ||||||||||||||
| 2/18/20 | 127,569 | $ | 19,287,157 | — | 63,783 | 63,786 | ||||||||||||||
| Amanda Ginsberg | ||||||||||||||||||||
| 9/29/17 | 54,304 | $ | 8,210,222 | — | 54,304 | — | ||||||||||||||
| Gary Swidler | ||||||||||||||||||||
| 2/14/19 | 53,670 | $ | 8,114,367 | 26,834 | 26,836 | — | ||||||||||||||
| 2/18/20 | 81,644 | $ | 12,343,756 | — | 40,822 | 40,822 | ||||||||||||||
| Jared F. Sine | ||||||||||||||||||||
| 2/22/18 | 26,515 | $ | 4,008,803 | 26,515 | — | — | ||||||||||||||
| 2/14/19 | 26,834 | $ | 4,057,032 | — | 26,834 | — | ||||||||||||||
| 2/18/20 | 33,692 | $ | 5,093,893 | — | 11,229 | 22,463 | ||||||||||||||
| Philip Eigenmann | ||||||||||||||||||||
| 2/14/19 | 4,471 | $ | 675,970 | — | 4,471 | — | ||||||||||||||
| 2/18/20 | 3,705 | $ | 560,159 | — | 1,853 | 1,852 | ||||||||||||||
| 7/15/20 | 473 | $ | 71,513 | 473 | — | — | ||||||||||||||
| (3) | These Match Group stock options vested/vest 25% on each of February 9, 2018, 2019, 2020 and 2021, subject to continued service. |
| (4) | These Match Group stock options were issued in respect of Former IAC stock options in accordance with the June 2020 IAC Option Separation Adjustments. |
| (5) | These IAC stock options were issued in respect of Former IAC stock options in accordance with the June 2020 IAC Option Separation Adjustments. The Former IAC stock options were granted to Former Match Group executives by the Former IAC Compensation and Human Resources Committee in December 2016 in respect of services they provided to Match Group. |
| (6) | These Match Group stock options vested/vest 25% on each of September 29, 2018, 2019, 2020 and 2021, subject to continued service. |
| (7) | These Match Group stock options vest 100% on February 22, 2021, subject to continued service. |
| (8) | These Match Group stock options vested/vest 25% on each of November 7, 2018, 2019, 2020 and 2021, subject to continued service. |
(2)These stock options vested/vest in four equal installments on the anniversary of the applicable grant date, subject to continued employment.(3)Consists of: (i) 200,000 stock options that vested/vest in four equal installments on the anniversary of the grant date, subject to continued employment (100,000 of which were vested on December 31, 2017), and (ii) 200,000 performance stock options that vest in four equal installments on the anniversary of the grant date, subject to continued employment, and become exercisable if the closing price per share of the Company's common stock during any 20 consecutive trading day period equals or exceeds $115.89 (a 50% increase to the closing price of the Company's common stock on the grant date) at any time during the period during which the stock options are outstanding. As of December 31, 2017, the performance condition for the performance stock options described in (ii) above had been satisfied and 100,000 such stock options were vested and exercisable.(4)Consists of: (i) 100,000 stock options that vested/vest in four equal installments on the anniversary of the grant date, subject to continued employment (50,000 of which were vested as of December 31, 2017), and (ii) 100,000 performance stock options that vest in four equal installments on the anniversary of the grant date, subject to continued employment, and become exercisable if the closing price per share of the Company's common stock during any 20 consecutive trading day period equals or exceeds $106.32 (a 50% increase to the closing price of the Company's common stock on the grant date) at any time during the period during which the stock options are outstanding. As of December 31, 2017, the performance condition for the performance stock options described in (ii) above had been satisfied and 50,000 such stock options were vested and exercisable.
20172020 Option Exercises and Stock Vested
The table below provides information regarding the number of shares acquired by our named executivesexecutive officers upon the exercise of Match Group stock options and the vesting of RSU awardsMatch Group RSUs in 20172020, and the related value realized, excluding the effect of any applicable taxes. During 2017, certain of our named executives exercised stock options through a broker by way of a cashless exercise process (where shares of IAC common stock were sold into the market to cover exercise price and tax obligations) and/or through a net settlement process (where shares of IAC common stock were withheld by the Company to cover exercise price and tax obligations). For cashless exercises, the dollar value realized upon exercise represents the difference between the sale price of the shares acquired upon exercise and the exercise price of the stock options, multiplied by the number of stock options exercised. For net settlements, the dollar value realized upon exercise represents the difference between the closing price of IAC common stock on the exercise date and the exercise price of the stock options, multiplied by the number of stock options exercised. The dollar value realized upon the vesting of RSUs represents the closing price of IAC common stock on the vesting date, multiplied by the number of RSUs vesting.realized.
| Name | Number of Shares Acquired on Exercise (#)(1) | Value Realized on Exercise ($)(1) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($) | ||||||||||||
| Sharmistha Dubey | 214,170 | $ | 13,429,889 | 75,733 | $ | 5,889,252 | ||||||||||
| Amanda Ginsberg | 1,014,837 | $ | 59,476,814 | 106,838 | $ | 9,981,390 | ||||||||||
| Gary Swidler | 300,000 | $ | 25,555,140 | 61,291 | $ | 4,765,375 | ||||||||||
| Jared F. Sine | 94,148 | $ | 8,759,917 | 26,267 | $ | 2,042,259 | ||||||||||
| Philip Eigenmann | 35,126 | $ | 3,627,275 | — | — | |||||||||||
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 | 250,000 | $ | 26,825,000 | 209,598 | $ | 20,048,755 | |||||||
Glenn H. Schiffman | — | — | — | — | |||||||||
Mark Stein | 176,823 | $ | 14,759,208 | 69,346 | $ | 6,117,187 | |||||||
Gregg Winiarski | 250,000 | $ | 26,225,000 | 5,313 | $ | 511,323 | |||||||
| (1) | In addition to these numbers of shares acquired upon the exercise of Match Group stock options and the related value realized, each of Ms. Ginsberg and Mr. Swidler exercised 5,000 IAC stock options in 2020, resulting in the acquisition of 5,000 IAC shares by each of them, and value realized of $698,158 by Ms. Ginsberg and $577,633 by Mr. Swidler. These IAC stock options were issued in respect of Former IAC stock options in accordance with the June 2020 IAC Option Separation Adjustments. The Former IAC stock options were granted to Former Match Group executives by the Former IAC Compensation and Human Resources Committee in December 2016 in respect of services the provided to Match Group. |
Estimated Potential Payments Upon Termination or Change in Control of IAC
Overview
Certain of our employment agreements, equity award agreements and/or omnibus stock and annual incentive plans entitle our named executivesexecutive officers to continued base salary payments, continued health coverage, the acceleration of the vesting of 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)Match Group).
Certain
Amounts and Benefits Payable Upon a Qualifying Termination or Due to Death or Disability
Upon a termination of the named executive officer’s employment by the Company without cause (other than by reason of death or disability) or the named executive officer’s resignation for good reason (a “Qualifying Termination”) as of December 31, 2020, pursuant to the terms of such named executive officer’s employment agreement in effect at the time, and subject to the execution and non-revocation of a release and compliance with customary post-termination covenants as further described below, each of Ms. Dubey and Messrs. Swidler and Sine is entitled to:
Upon a termination of employment due to death or disability, each of Ms. Dubey and Messrs. Swidler and Sine (or their designated beneficiaries) will be entitled to payment of base salary through the end of the month in which such termination occurs. Additionally, upon a termination due to death, the portion of any outstanding and unvested Match Group equity awards that would have vested through the first anniversary of the date of such termination will vest.
Pursuant to their respective employment agreements in effect on December 31, 2020, each of Ms. Dubey and Messrs. Swidler and Sine is bound by covenants not to compete with Match Group and not to solicit Match Group’s employees or business partners during the term of the executive’s employment, and for 24 months thereafter in the case of Ms. Dubey, and 12 months thereafter in the case of Messrs. Swidler and Sine. Each of Ms. Dubey and Messrs. Swidler and Sine has also agreed not to use or disclose any confidential information of Match Group or its affiliates and to be bound by customary covenants relating to proprietary rights and the related assignment of such rights.
Amounts and Benefits Payable Upon a Qualifying Termination Following a Change in Control
There are no arrangements with the named executive officers that provide for payments solely upon a change in control of Match Group. Upon a Qualifying Termination that occurs during the two-year period following a change in control of Match Group, in accordance with the 2015 Plan and the 2017 Plan, the vesting of all then outstanding and unvested Match Group stock options and/or Match Group RSUs, as applicable, held by each named executive officer is accelerated, and pursuant to their respective employment agreements, each of Ms. Dubey and Messrs. Swidler and Sine is entitled to receive the amounts set forth above under “Amounts and Benefits Payable Upon a Qualifying Termination.”
Additional Amounts and Other Amounts and Benefits Payable to Chief Executive Officer Upon Termination
Pursuant to the terms of Ms. Dubey’s employment agreement in effect on December 31, 2020, if Ms. Dubey elects to terminate her employment other than for good reason at any time following March 1, 2021, and she has not engaged in conduct that would constitute cause, and subject to the execution and non-revocation of a release and compliance with the post-termination covenants described above under “Amounts and Benefits Payable Upon a Qualifying Termination,” she will be entitled to accelerated vesting of fifty percent of any then unvested portion of outstanding Match Group equity awards.
Potential Payments Upon Termination or Change in Control Table
The amounts that would have become payable to our named executivesexecutive officers upon the events described above, (as and if applicable), assuming that the relevant event occurred ona termination date of December 31, 2017,2020, are described and quantified in the table below. These amounts, which, with the exception of the gross-up relating to COBRA benefits, exclude the effect of any applicable taxes, are based on the named executive'sexecutive officer’s base salary, the number of IACMatch Group stock options and/or RSUs outstanding, on December 31, 2017 and the closing price of IACMatch Group common stock ($122.28) on December 29, 2017. In addition to these amounts, certain other amounts and benefits generally payable and made available to other Company employees upon a termination of employment, including payments for accrued vacation time and outplacement services, will generally be payable/provided to named executives.
Amounts and Benefits Payable Upon a Qualifying Termination
Messrs. Diller and Stein. No payments would have been made to Messrs. Diller and Stein pursuant to any agreement between the Company and these named executives upon a termination without cause or due to death or disability or a resignation for good reason151.19), on December 31, 2017.2020.
Mr. Levin. Upon a termination without cause (and other than by reason of death or disability) or resignation for good reason (a "Qualifying Termination") on December 31, 2017, pursuant to the terms of his employment agreement, Mr. Levin would have been entitled to:
•receive base salary through the later of: (i) the end of the term of his employment agreement, which expires on November 21, 2020, and (ii) 12 months from the date of such Qualifying Termination (the longer of (i) and (ii), the "Severance Period"), subject to the execution of a release and compliance with customary post-termination covenants, and subject to offset for any amounts earned from other employment during the Severance Period;•the vesting of all outstanding and unvested IAC equity awards granted prior to November 21, 2017 (the "Existing Awards") that would have otherwise vested during the Severance Period;•the partial vesting of outstanding and unvested IAC equity awards (including any cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) granted after November 21, 2017 (the "Future Awards") in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the twelve (12) month period following such Qualifying Termination; and•continue to have the ability to exercise his vested stock options (including any stock options that vested pursuant to the acceleration rights described above) through June 30, 2019.
| Name and Benefit | Qualifying Termination | Qualifying Termination During the Two Year Period Following a Change in Control of Match Group | Death | |||||||||
| Sharmistha Dubey | ||||||||||||
| Continued salary | $ | 750,000 | $ | 750,000 | — | |||||||
| Continued health coverage(1) | $ | 62,555 | $ | 62,555 | — | |||||||
| Market value of Match Group options that would vest(2) | $ | 6,400,953 | $ | 6,400,953 | $ | 6,400,953 | ||||||
| Market value of Match Group RSUs that would vest(3) | $ | 18,292,478 | $ | 56,936,945 | $ | 18,292,478 | ||||||
| Total estimated incremental value | $ | 25,505,986 | $ | 64,150,453 | $ | 24,693,431 | ||||||
| Gary Swidler | ||||||||||||
| Continued salary | $ | 675,000 | $ | 675,000 | — | |||||||
| Continued health coverage(1) | $ | 71,572 | $ | 71,572 | — | |||||||
| Market value of Match Group options that would vest(2) | $ | 16,896,458 | $ | 16,896,458 | $ | 16,896,458 | ||||||
| Market value of Match Group RSUs that would vest(3) | $ | 4,057,032 | $ | 20,458,124 | $ | 4,057,032 | ||||||
| Total estimated incremental value | $ | 21,700,063 | $ | 38,101,155 | $ | 20,953,491 | ||||||
| Jared F. Sine | ||||||||||||
| Continued salary | $ | 400,000 | $ | 400,000 | — | |||||||
| Continued health coverage(1) | $ | 62,555 | $ | 62,555 | — | |||||||
| Market value of Match Group options that would vest(2) | $ | 3,657,608 | $ | 3,657,608 | $ | 3,657,608 | ||||||
| Market value of Match Group RSUs that would vest(3) | $ | 4,008,803 | $ | 13,159,729 | $ | 4,008,803 | ||||||
| Total estimated incremental value | $ | 8,128,965 | $ | 17,279,892 | $ | 7,666,411 | ||||||
| Philip Eigenmann | ||||||||||||
| Market value of Match Group options that would vest(2) | — | $ | 2,872,775 | — | ||||||||
| Market value of Match Group RSUs that would vest(3) | — | $ | 1,307,642 | — | ||||||||
| Total estimated incremental value | — | $ | 4,180,417 | — | ||||||||
For Mr. Levin, "good reason" means: (i) a material reduction in his title, duties or level of responsibilities, (ii) a material reduction in his base salary, (iii) the relocation of his principal place of employment outside of New York, New York, (iv) the failure of the IAC to nominate him to stand for election to IAC's Board of Directors or his removal from IAC's Board of Directors (other than by reason of death, disability or a Qualifying Termination), (v) him ceasing to report to IAC's Chairman and Senior Executive and (vi) any other action or inaction that constitutes a material breach by IAC of his employment agreement, in each case, without the written consent of Mr. Levin or that is not cured promptly after notice.
| (1) | Represents the total payments necessary to cover the full premiums for continued coverage under the Company’s medical and dental plans through COBRA for 12 months, grossed up for applicable taxes. For Ms. Dubey and Mr. Sine, the COBRA rates reflect the named executive officer’s coverage level elections as of December 31, 2020. Mr. Swidler had not elected to participate in Company healthcare coverage as of December 31, 2020, therefore the amount indicated represents the COBRA rates that would apply if he had elected the highest levels of coverage as of such date. |
| (2) | Represents the difference between the closing price of Match Group common stock ($151.19) on December 31, 2020 and the exercise prices of in-the-money Match Group stock options accelerated upon the occurrence of the relevant event specified above, multiplied by the number of Match Group stock options so accelerated. |
| (3) | Represents the closing price of Match Group common stock ($151.19) on December 31, 2020, multiplied by the number of RSUs accelerated upon the occurrence of the relevant event. |
Barry Diller Continued Salary Market Value of stock options that would vest(1) Market Value of RSUs that would vest Total Estimated Incremental Value Joseph Levin Continued Salary Market Value of stock options that would vest(1) Market Value of RSUs that would vest(5) Total Estimated Incremental Value Glenn H. Schiffman Continued Salary Market Value of stock options that would vest(1) Market Value of RSUs that would vest Total Estimated Incremental Value Mark Stein Continued Salary Market Value of stock options that would vest(1) Market Value of RSUs that would vest(5) Total Estimated Incremental Value Gregg Winiarski Continued Salary Market Value of stock options that would vest(1) Market Value of RSUs that would vest Total Estimated Incremental Value In accordance with Item 402(u) For the fiscal year ended December 31, In making the determinations above, we first identified our total number of employees as of To identify Securities Authorized for Issuance Under Equity Compensation Plans.The following table summarizes information, as of December 31, 2020, regarding Match Group equity compensation plans pursuant to which grants of Match Group stock options, Match Group RSUs or other rights to acquire shares of Match Group common stock may be made from time to time. Non-Employee Director Compensation Arrangements.The In addition, these arrangements also provided that each In October 2020, the Compensation In addition, upon a termination of Mr. Levin's employment due to his death on December 31, 2017, pursuant to the terms of his employment agreement: (i) his designated beneficiary would have been entitled to receive his base salary through the end of the month of his death, and (ii) his estate would have been entitled to: (A) the partial vesting of outstanding and unvested Existing and Future Awards in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the twelve (12) month period following his death, and (B) continue to have the ability to exercise his vested stock options (including any stock options that vested pursuant to the acceleration rights described above) through June 30, 2019.Mr. Schiffman. Upon a Qualifying Termination on December 31, 2017, pursuant to the terms of his employment agreement, Mr. Schiffman would have been entitled to:•receive 12 months of his base salary, subject to the execution of a release and compliance with customary post-termination covenants, and subject to offset for any amounts earned from other employment during the period in which he continues to receive his base salary;•the vesting of all outstanding and unvested stock options granted to him in 2016;•the partial vesting of outstanding and unvested stock options and/or RSUs granted after 2016 (including any cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the twelve (12) month period following such Qualifying Termination; and•continue to have the ability to exercise his vested stock options through June 30, 2019. For Mr. Schiffman, "good reason" means: (i) a material diminution in the authorities, duties or responsibilities of the person to whom Mr. Schiffman is required to report (IAC's Chief Executive Officer), (ii) a material reduction in his title, duties or level of responsibilities, including any circumstances under which IAC is no longer publicly traded and is controlled by another company, (iii) a material reduction in his base salary, (iv) a relocation of his principal place of employment outside of the New York City metropolitan area, and (v) any other action or inaction that constitutes a material breach by IAC of his employment agreement, in each case, without the written consent of Mr. Schiffman or that is not cured promptly after notice.Mr. Winiarski. Upon a Qualifying Termination on December 31, 2017, pursuant to the terms of his employment agreement, Mr. Winiarski would have been entitled to:•receive 12 months of his base salary, subject to the execution of a release and compliance with customary post-termination covenants, and subject to offset for any amounts earned from other employment during the period in which he continues to receive his base salary;•the partial vesting of outstanding and unvested stock options and RSUs (including any cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the twelve (12) month period following such Qualifying Termination; and•continue to have the ability to exercise his vested stock options through June 30, 2019. For Mr. Winiarski, "good reason" means: (i) a material adverse change in his title, duties or level of responsibilities, (ii) a material reduction in his base salary, (iii) a material relocation of his principal place of employment outside of the New York City metropolitan area, and (iv) a material adverse change in reporting structure such that he is no longer reporting to a Company officer with a title of Executive Vice President or above that reports to the Company's Chairman or Vice Chairman, in each case, without the written consent of Mr. Winiarski or that is not cured promptly after notice.Amounts and Benefits Payable Upon a Change in Control In addition, no payments would have been made to any of our named executives pursuant to any agreement between any of them and the Company upon a change in control of IAC on December 31, 2017. Upon a Qualifying Termination on December 31, 2017 that occurred during the two (2) year period following a change in control of IAC, in accordance with the applicable omnibus stock and incentive plan(s) and related award agreements, the vesting of all then outstanding and unvested stock options and/or RSUs, as applicable, held by each named executive would have been accelerated. In addition, in the case of Mr. Diller only, under the Equity and Bonus Compensation Agreement, dated August 24, 1995, between the Company and Mr. Diller, we agreed that to the extent any payment or distribution by the Company to or for the benefit of Mr. Diller (whether under the terms of the related agreement or otherwise) would be subject to the excise tax imposed by §4999 of the Code, or any interest or penalties are incurred by Mr. Diller with respect to such excise tax, then Mr. Diller would be entitled to a gross-up payment covering the excise taxes and related interest and penalties. Given the payments Mr. Diller would have received upon an assumed change in control ofIAC at the end of 2017, the Company does not believe that any excise tax would be imposed or that any gross-up would be required. Termination of
Employment
Without
Cause or Resignation
for Good Reason Termination of
Employment Without
Cause or Resignation
for Good Reason
During the Two Year
Period Following a
Change in Control of IAC — — — $ 23,200,000 (2) — — — $ 23,200,000 $ 2,916,667 $ 2,916,667 $ 26,161,000 (3)(4) $ 36,574,000 (2) $ 14,775,582 (3) $ 14,775,582 (6) $ 43,853,249 $ 54,266,249 $ 600,000 $ 600,000 $ 13,210,500 (7) $ 18,417,000 (2) — — $ 13,810,500 $ 19,017,000 — — — $ 21,296,875 (2) — $ 3,057,000 (6) — $ 24,353,875 $ 500,000 $ 500,000 $ 6,305,063 (8) $ 15,386,563 (2) — — $ 6,805,063 $ 15,886,563 (1)Represents the difference between the closing price of IAC common stock ($122.28) on December 29, 2017 and the exercise price(s) of all in-the-money stock options accelerated upon the occurrence of the relevant event specified above, multiplied by the number of stock options accelerated.(2)Represents the value of stock options that would have vested upon a Qualifying Termination on December 31, 2017 that occurred during the two (2) year period following a change in control of IAC in accordance with the applicable omnibus stock and annual incentive plan(s) and related award agreements.(3)Represents the value of: (i) Existing Awards that would have otherwise vested during the Severance Period and (ii) Future Awards that would have otherwise vested during the twelve (12) month period following a Qualifying Termination on December 31, 2017, in each case, in accordance with the terms of Mr. Levin's employment agreement.(4)In the event of Mr. Levin's death on December 31, 2017, Existing and Future Awards (all of which are stock options) with a value of $13,468,000 would have vested and such awards represent Existing and Future Awards that would have otherwise vested during the twelve (12) month period following such event in accordance with the terms of Mr. Levin's employment agreement.(5)Represents the closing price of IAC common stock ($122.28) on December 29, 2017, multiplied by the number of RSUs accelerated upon the occurrence of the relevant event specified above.(6)Represents the value of RSUs that would have vested upon a Qualifying Termination on December 31, 2017 that occurred during the two (2) year period following a change in control of IAC in accordance with the applicable omnibus stock and annual incentive plan(s) and related award agreements.(7)Represents the value of stock options: (i) granted prior to 2017 that would have vested upon a Qualifying Termination on December 31, 2017 and (ii) that would have otherwise vested during the twelve (12) month period following a Qualifying Termination, in each case, in accordance with the terms of Mr. Schiffman's employment agreement.(8)Represents the value of stock options that would have otherwise vested during the twelve (12) month period following a Qualifying Termination in accordance with the terms of Mr. Winiarski's employment agreement.ofunder Regulation S-K of the Securities Act of 1933, as amended ("Item 402(u)"(the “Securities Act”), we are required to disclose the ratio of our median employee'semployee’s annual total compensation to the annual total compensation of our Chief Executive Officer, Joseph Levin.Sharmistha Dubey. The pay ratio disclosure set forth below is a reasonable estimate calculated in a manner consistent with applicable SEC rules.2017:2020: (i) the estimated median of the annual total compensation of all IACMatch Group employees (other than Mr. Levin)Ms. Dubey) was approximately $50,912,$117,228, (ii) Mr. Levin'sMs. Dubey’s annual total annual compensation, as reported in theunder Executive Compensation—2020 Summary Compensation Table on page 34, was $13,040,729,$13,705,132, and (iii) the ratio of annual total compensation of Mr. LevinMs. Dubey to the median of the annual total compensation of our other employees was 256117 to 1.October 1, 2017 (6,795December 31, 2020 (1,939 in total, 5,3621,163 of which were located in the United States and 1,433776 of which were collectively located in various jurisdictions outside of the United States). We then excluded employees located in the following jurisdictions outside of the United States, which together representcomprise less than 5% of our total number of employees: Belarus (171 employees), Belgium (38Australia (2 employees), China (1 employee), Germany (15 employees), India (11 employees), Indonesia (3 employees), Ireland (10 employees), Italy (2 employees), Iceland (1 employee), Italy (3Korea (4 employees), Japan (113Singapore (10 employees), Spain (1 employee), Sweden (1 employee), Switzerland (1 employee), Thailand (1 employee), the United Kingdom (16 employees) and Sweden (3 employees)Vietnam (1 employee). After excluding employees in these jurisdictions, our pay ratio calculation included 6,4631,860 of our total 6,7951,939 employees.theour median employee above from this employee population, as permitted by SEC rules, we selected base pay in 2020 as our consistently applied compensation measure, which we then compared the amount of annual total compensation paid to these employees in 2017 in a consistent manner across the applicable employee population. For this purpose, annual total compensation is total income, excluding income related to stock-based compensation awards, paid to such employees and reported to the Internal Revenue Service in the United States, and equivalent amounts paid to such employees located outside of the United States and reported to the relevant tax authorities. We annualized the compensation of permanent employees who were hired in 20172020 but did not work for us for the entire year. After we identified the median employee, we determined such employee'semployee’s annual total annual compensation in the same manner as we determined theMs. Dubey’s annual total annual compensation for our Chiefdisclosed under Executive Officer disclosed in theCompensation—2020 Summary Compensation Table on page 34. The pay ratio disclosure set forth above is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based on the methodologies and assumptions described above. SEC rules for indentifying the median employee and determining the related pay ratio permit companies to use a wide range of methodologies, estimates and assumptions. As a result, the pay ratios reported by other companies may be based on other permitted methodologies and/or assumptions, and as a result, are likely not comparable to our pay ratio.Table.DIRECTOR COMPENSATION
Equity Compensation Plan InformationPlan Category Number of Securities
to be Issued upon
Exercise of
Outstanding
Options, Warrants
and Rights
(A) Weighted-Average
Exercise Price of
Outstanding
Options,
Warrants and
Rights
(B) Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
(Excluding
Securities
Reflected
in Column (A))
(C) Equity compensation plans approved by security holders(1) 11,988,309 (2) $ 19.48 33,604,865 Equity compensation plans not approved by security holders — — — Total 11,988,309 (2) $ 19.48 33,604,865 (1) Consists of the 2015 Plan, the 2017 Plan and the Match Group, Inc 2020 Stock and Annual Incentive Plan (the “2020 Plan”). For a description of the 2015 Plan, the 2017 Plan and the 2020 Plan, see the first two paragraphs of Note 11 to the consolidated and combined financial statements included in Item 8 of our Annual Report on Form 10-K for the fiscal year ended December 31, 2020, which are incorporated herein by reference. (2) Includes an aggregate of: (i) up to 4,563,044 shares issuable upon the vesting of Match Group RSUs, which includes performance-based RSUs and reflects the maximum number of RSUs that would vest if the highest level of performance condition is achieved, and (ii) 7,425,265 shares issuable upon the exercise of outstanding Match Group stock options, in each case, as of December 31, 2020. NominatingCompensation and Human Resources Committee of the Board has (and prior to the Separation, the full Board had) primary responsibility for establishing non-employee director compensation arrangements, which have been designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of IACour common stock to further align the interests of our non-employee directors with those of our stockholders. Arrangements in effect during 20172020 prior to the Separation provided that: (i) each non-employeeindependent member of the Board receive an annual retainer in the amount of $50,000, (ii) each member of the Audit and Compensation and Human Resources Committees (including their respective Chairpersons) receive an additional annual retainer in the amount of $10,000 and $5,000, respectively, and (iii) the Chairpersons of each of the Audit and Compensation and Human Resources Committees receive an additional annual Chairperson retainer in the amount of $20,000, with all amounts being paid quarterly, in arrears.non-employeeindependent director receive a grantan award of Match Group RSUs with a dollar value of $250,000 upon his or hertheir initial election to the Board and annually thereafter upon re-election on the date of IAC'sMatch Group’s annual meeting of stockholders, the terms of which provide for: (i) vesting in three equal annual installments commencing on the first anniversary of the grant date, (ii) cancellation and forfeiture of unvested RSUs in their entirety upon termination of board service for IACto Match Group and its affiliatessubsidiaries and (iii) full acceleration of the vesting of RSUs upon a change in control of IAC. The CompanyMatch Group (“Director RSU Award”). Since Match Group did not hold an annual meeting of stockholders in 2020 due to the Separation, each independent director of New Match Group was granted a Director RSU Award at the time of the Separation. Match Group also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at IAC Board and Board committee meetings.DeferredPlan for Non-Employee Directors. Under IAC's Deferred Compensation Plan for Non-Employee Directors, non-employee directors may defer all or a portion of their Board and Board committee fees. Eligible directors who defer all or any portion of these fees can elect to have such deferred fees applied to the purchase of share units, representing the number of shares of IAC common stock that could have been purchased on the relevant date, or credited to a cash fund. If any dividends are paid on IAC common stock, dividend equivalents will be credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the weighted average prime lending rate of JPMorgan Chase & Co. After a director ceases to be a memberHuman Resources Committee of the Board he or she will receive:approved an amendment of the Company’s non-employee director compensation program, providing for (i) with respecteligibility for all non-employee directors (not just those that had been determined to share units, such number of shares of IAC common stock as the share units represent,be independent) and (ii) with respectan $80,000 annual cash retainer for the Chairperson of the Board, effective as of the Separation. As a result of this amendment, each of Messrs. Levin and Schiffman (i) became eligible to receive an annual retainer for service on the Board following the Separation in the amount of $130,000 and $50,000, respectively, and (ii) was granted a Director RSU Award.
In addition to the cash fund, a cash paymentstandard non-employee director compensation arrangements described above, each of Mses. McDaniel and Seymon and Mr. McInerney was paid $50,000 in an amount equal to deferred amounts, plus accrued interest. These payments are generally made2020 in a one lump sum installment afterconnection with her or his service on the relevant director leavesspecial committee formed by the Board in September 2019 to evaluate any potential separation transaction between Match Group and otherwise in accordance with the plan.IAC.
20172020 Non-Employee Director Compensation.The table below provides the amount of: (i) fees earned by non-employee directors for services performed during 20172020 (excluding the effect of any applicable taxes) and (ii) the grant date fair value of Director RSU awardsAwards granted in 2017.
| | Fees Earned | | | ||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Name | Fees Paid in Cash ($) | Fees Deferred ($)(1) | Stock Awards ($)(2) | Total($)(3) | |||||||||
Edgar Bronfman, Jr. | — | $ | 50,000 | $ | 249,961 | $ | 299,961 | ||||||
Chelsea Clinton | — | $ | 50,000 | $ | 249,961 | $ | 299,961 | ||||||
Michael D. Eisner | $ | 50,000 | — | $ | 249,961 | $ | 299,961 | ||||||
Bonnie S. Hammer | $ | 75,000 | — | $ | 249,961 | $ | 324,961 | ||||||
Bryan Lourd | — | $ | 60,000 | $ | 249,961 | $ | 309,961 | ||||||
David Rosenblatt | $ | 55,000 | — | $ | 249,961 | $ | 304,961 | ||||||
Alan G. Spoon | $ | 80,000 | — | $ | 249,961 | $ | 329,961 | ||||||
Alexander von Furstenberg | $ | 50,000 | — | $ | 249,961 | $ | 299,961 | ||||||
Richard F. Zannino | $ | 60,000 | — | $ | 249,961 | $ | 309,961 | ||||||
(1)Represents the dollar value of fees deferred in the form of share units by the relevant director under IAC's Deferred Compensation Plan for Non-Employee Directors.(2)Reflects the grant date fair value of RSU awards, calculated by multiplying the closing price of IAC common stock on the grant date by the number of RSUs awarded.(3)The differences in the amounts shown above among directors reflect, as applicable, committee service (or lack thereof), which varies among directors.
2017 Employee Director Compensation. One of our employee directors, our Vice Chairman, Victor A. Kaufman, earned the following compensation for services performed in 2017:
Name | Year | Salary ($) | Stock Awards ($)(1) | All Other Compensation ($)(2) | Total ($) | |||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
Victor Kaufman | 2017 | $ | 100,000 | $ | 349,980 | $ | 16,796 | $ | 466,766 | |||||||
(1)Reflects the grant date fair value of RSU awards, calculated by multiplying the closing price of IAC common stock on the grant date by the number of RSUs awarded.(2)$10,796 of this compensation relates to a parking garage paid for by IAC and $6,000 of this compensation relates to Mr. Kaufman's 401(k) plan Company match.
Equity Compensation Plan Information
2020.
Securities Authorized for Issuance Under Equity Compensation Plans. The following table summarizes information, as of December 31, 2017, regarding IAC equity compensation plans pursuant to which grants of IAC stock options, IAC RSUs or other rights to acquire shares of IAC common stock may be made from time to time.
| Name | Fees Earned and Paid in Cash($) | Stock Awards($)(1) | Total($) | |||||||||
| Stephen Bailey (2) | $ | 30,000 | $ | 249,928 | $ | 279,928 | ||||||
| Melissa Brenner (2) | $ | 27,500 | $ | 249,928 | $ | 277,428 | ||||||
| Joseph Levin (3) | $ | 65,000 | $ | 249,983 | $ | 314,983 | ||||||
| Ann L. McDaniel | $ | 125,000 | $ | 249,928 | $ | 374,928 | ||||||
| Thomas J. McInerney | $ | 110,000 | $ | 249,928 | $ | 359,928 | ||||||
| Wendi Murdoch (2) | $ | 25,000 | $ | 249,928 | $ | 274,928 | ||||||
| Ryan Reynolds (2) | $ | 25,000 | $ | 249,928 | $ | 274,928 | ||||||
| Glenn H. Schiffman (3) | $ | 25,000 | $ | 249,983 | $ | 274,983 | ||||||
| Pamela S. Seymon | $ | 105,000 | $ | 249,928 | $ | 354,928 | ||||||
| Alan G. Spoon | $ | 80,000 | $ | 249,928 | $ | 329,928 | ||||||
Plan Category | Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(1) (A) | Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights (B) | Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (C) | |||||||
|---|---|---|---|---|---|---|---|---|---|---|
Equity compensation plans approved by security holders(2) | 7,076,262 | (3) | $ | 60.57 | 288,210 | (4) | ||||
Equity compensation plans not approved by security holders | — | — | — | |||||||
Total | 7,076,262 | (3) | $ | 60.57 | 288,210 | (4) | ||||
(1)Information excludes 4,724,985 gross shares that were potentially issuable upon the settlement of equity awards denominated in shares of subsidiaries of IAC, including ANGI Homeservices Inc. ("ANGI") and Match Group, Inc. ("Match Group"), based on the estimated values of such awards as of December 31, 2017. For a description of these awards, see the disclosure under the caption Equity Instruments Denominated in the Shares of Certain Subsidiaries in Note 13(1) Reflects the grant date fair value of Director RSU Awards, calculated by multiplying the closing market price of Match Group common stock on the grant date by the number of RSUs awarded. As of December 31, 2020, our directors held the following number of RSUs in the aggregate: Name Outstanding RSUs
(#)Stephen Bailey 2,402 Melissa Brenner 2,402 Joseph Levin 2,078 Ann L. McDaniel 6,958 Thomas J. McInerney 6,958 Wendi Murdoch 2,402 Ryan Reynolds 2,402 Glenn H. Schiffman 2,078 Pamela S. Seymon 6,958 Alan G. Spoon 6,958 In addition to the
consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2017, which is incorporated herein by reference.
Certain equity awards denominated in shares of Match Group subsidiaries are settleable, at IAC's election, in shares of IAC common stock or Match Group common stock. To the extent that shares of IAC common stock are issued in settlement of these awards, Match Group will reimburse IAC for the cost of those shares by issuing IAC additional shares of Match Group common stock.
Certain equity awards denominated in shares of ANGI subsidiaries are settleable, at IAC's election, in shares of IAC common stock or ANGI Class A common stock. To the extent that shares of IAC common stock are issued in settlement of these awards, ANGI will reimburse IAC for the cost of those shares by issuing IAC additional shares of ANGI Class B common stock.
The number of shares ultimately needed to settle equity awards denominated in shares of subsidiaries can vary from the estimated numbers disclosedRSUs listed above, as a result of both movements in our stock price and determinations of the fair value of the relevant subsidiaries that differ from our estimated determinations of the fair value of such subsidiariesFormer IAC Option Separation Adjustments, as of December 31, 2017.
(2)Consists2020, each ofIAC's 2008Messrs. Levin and2013 Stock and Annual Incentive Plans. For a descriptionSchiffman held Match Group stock options issued in respect ofthese plans, see the first two paragraphs of Note 13 to the consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2017, which are incorporated herein by reference.(3)Includes an aggregate of: (i) up to 490,059 shares issuable upon the vesting of IAC RSUs (including performance-based RSU awards, with the total number of shares included above assuming the maximum potential payout) and (ii) 6,586,203 shares issuable upon the exercise of outstandingFormer IAC stock optionsin each case,previously granted as part ofDecember 31, 2017.(4)Reflects 5,013,195 shares that remain available for future issuance under the plans described in footnote 2 abovelessan aggregatetheir compensation by Former IAC and unrelated to their service as directors of4,724,985 gross shares that may be issuable upon the settlement of the equity awards denominated in shares of the subsidiaries discussed in footnote 1 above.
| (2) | Mses. Brenner and Murdoch and Messrs. Bailey and Reynolds were appointed to the Match Group Board at the Separation in June 2020. |
| (3) | Messrs. Levin and Schiffman became eligible for non-employee director compensation as of the Separation in June 2020. |
The following table presents, as of April Unless otherwise indicated, the beneficial owners listed below may be contacted at The Vanguard Group. 100 Vanguard Blvd. Malvern, PA 19355 T. Rowe Price Associates, Inc 100 East Pratt Street Baltimore, MD 21202 BlackRock, Inc. 55 East 52nd Street New York, NY 10055 Barry Diller Edgar Bronfman, Jr. Chelsea Clinton Michael D. Eisner Bonnie S. Hammer Victor A. Kaufman Joseph Levin Bryan Lourd David Rosenblatt Glenn H. Schiffman Alan G. Spoon Mark Stein Alexander von Furstenberg Diane von Furstenberg Gregg Winiarski Richard F. Zannino All current named executives and directors as a group (15 persons) Section 16(a) of the Exchange Act requires the Review of Related Person Transactions The Audit Committee has a formal, written policy that requires an appropriate review of all related person transactions by the Audit Committee, as required by Marketplace Rules governing conflict of interest transactions. For purposes of this policy, Relationships Involving Significant Stockholders In connection with our initial public offering in November 2015, we entered into the following agreements relating to our relationship with IAC following the offering: a master transaction agreement, an investor rights agreement, a tax sharing agreement, a services agreement, an employee matters agreement and a subordinated loan agreement, each of which was terminated or amended and restated, prior to, or at the closing of, the Separation. Investor Rights Agreement.Under the investor rights agreement, we agreed to provide IAC with: (i) specified registration and other rights relating to shares of our common stock held by IAC and (ii) anti-dilution rights. The investor rights agreement was terminated at the closing of the Separation on June 30, 2020. Tax Sharing Agreement.The tax sharing agreement governed our and IAC’s rights, responsibilities, and obligations with respect to tax liabilities and benefits, entitlements to refunds, preparation of tax returns, tax contests and other tax matters regarding U.S. federal, state, local and foreign income taxes. Under the tax sharing agreement, we were generally responsible and required to indemnify IAC for: (i) all taxes imposed with respect to any consolidated, combined or unitary tax return of IAC or one of its subsidiaries that included us or any of our subsidiaries to the extent attributable to us or any of our subsidiaries, as determined under the tax sharing agreement, and (ii) all taxes imposed with respect to any of our subsidiaries’ consolidated, combined, unitary or separate tax returns. The tax sharing agreement was terminated at the closing of the Separation on June 30, 2020. Services Agreement.The services agreement governed certain administrative support services that IAC agreed to provide to us following our initial public offering. During the six months ended June 30, 2020, we paid IAC approximately $2.3 million for services rendered pursuant to this agreement, which amount includes amounts paid for the leasing of office space for certain of our businesses at properties owned by IAC. The services agreement was terminated at the closing of the Separation on June 30, 2020. Employee Matters Agreement.The employee matters agreement covered a wide range of compensation and benefit issues related to the allocation of liabilities associated with: (i) employment or termination of employment, (ii) employee benefit plans and (iii) equity awards. Under the employee matters agreement, our employees continued to participate in IAC’s U.S. health and welfare, 401(k) and flexible benefits plans and we paid for the costs of such participation. The employee matters agreement also provided that we would reimburse IAC for the cost of any IAC equity awards held by Match Group employees and former employees and that IAC could elect to receive payment either in cash or shares of our common stock. With respect to equity awards originally denominated in shares of our subsidiaries, IAC could require those awards to be settled in either shares of IAC common stock or our common stock and, to the extent shares of IAC common stock were issued in settlement, we would reimburse IAC for the cost of those shares by issuing additional shares of our common stock to IAC. During the six months ended June 30, 2020, approximately 0.4 million shares of Match Group common stock were issued to IAC pursuant to the employee matters agreement. The employee matters agreement was amended and restated at the closing of the Separation on June 30, 2020, as described under the heading “Relationship with IAC after the Separation.” IAC Subordinated Loan Facility.Prior to the completion of our initial public offering, we entered into an uncommitted subordinated loan facility with IAC, pursuant to which we could make one or more requests to IAC to borrow funds. We did not utilize the facility and it was terminated on February 26, 2020. The Separation from IAC On December 19, 2019, Match Group and IAC entered into a Transaction Agreement, which was amended as of April 28, 2020, and further amened as of June 22, 2020 (the “Transaction Agreement”), pursuant to which the businesses of Match Group were separated from the remaining businesses of IAC through a series of transactions that resulted in two, separate public companies—(1) IAC, which was re-named “Match Group, Inc.” (referred to herein as “New Match Group”) and which owns the businesses of Former Match Group and certain Former IAC financing subsidiaries, and (2) IAC Holdings, Inc. (referred to herein as “New IAC”), which was re-named “IAC/InterActiveCorp” and which owns IAC’s other businesses—and the pre-transaction stockholders of Match Group (other than IAC) and IAC owning shares in New Match Group (such transactions referred to herein as the “Separation”). The Separation was completed on June 30, 2020. Under the terms of the Transaction Agreement, Former Match Group merged with and into an indirect wholly-owned subsidiary of Former IAC, with such subsidiary surviving the merger as an indirect wholly-owned subsidiary of New Match Group. Former Match Group stockholders (excluding shares owned by Former IAC, Former Match Group, or any of their respective wholly owned subsidiaries) received, through the merger, in exchange for each outstanding share of Former Match Group common stock that they held, one share of New Group Match common stock and, at the holder’s election, either (i) $3.00 in cash or (ii) a fraction of a share of New Match Group common stock with a value of $3.00 (calculated pursuant to the Transaction Agreement) (an “additional stock election”). In the event a holder failed to make a valid election, the holder was treated as if such holder made an additional stock election. Under the terms of the Transaction Agreement, Former Match Group made a loan (the “Intercompany Loan”) to Former IAC, in an aggregate principal amount equal to the product of $3.00 and the number of shares of Former Match Group capital stock outstanding immediately prior to the effective time of the Separation. Former IAC contributed the proceeds of the loan, less an amount necessary to fund all valid cash elections, to New IAC as part of the closing of the Separation. The Transaction Agreement also provides that each of Match Group and IAC will indemnify, defend and hold harmless the other party from and against any liabilities arising out of: (i) any asset or liability allocated to such party or the other members of such party’s group under the Transaction Agreement or the businesses of such party’s group after the closing of the Separation; (ii) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of a member of such party’s group contained in the Transaction Agreement that survives the closing of the Separation or is contained in any ancillary agreement; and (iii) any untrue or misleading statement or alleged untrue or misleading statement of a material fact or omission, with respect to information contained in or incorporated into the registration statement or the joint proxy statement/prospectus filed with the SEC in connection with the Separation. Contribution Agreement.On December 19, 2019, in connection with the execution of the Transaction Agreement, we entered into a Contribution Agreement with IAC, pursuant to which IAC contributed two office buildings in Los Angeles to us on January 31, 2020, for aggregate consideration of 1,378,371 shares of Match Group common stock. Office Leases. In January 2020, we entered into a lease of office space to IAC in a building owned by Match Group in Los Angeles. The term of the lease expires on June 30, 2023. During 2020, IAC paid us less than $0.1 million pursuant to the lease. We lease office space from IAC in New York on a month-to-month basis, which we expect to vacate in June 2021. During 2020, we paid IAC approximately $1.1 million pursuant to the lease. Relationship with IAC after the Separation Transition Services Agreement. At the closing of the Separation, we entered into a transition services agreement with IAC, pursuant to which IAC continues to provide certain services to us that Former IAC had provided to Former Match Group. We also provide certain services to IAC that Former Match Group previously provided to Former IAC. The costs charged to the respective recipient are generally determined based on the actual costs incurred by the service provider in providing such services. During 2020, we paid IAC $0.3 million, and IAC paid us $2.4 million, pursuant to the transition services agreement. Employee Matters Agreement. At the closing of the Separation, we entered into an amended and restated Under the tax matters agreement, as of December 31, 2020, Match Group is obligated to remit to IAC $1.6 million of expected state tax refunds relating to tax years prior to the Separation. Additionally, IAC is obligated to indemnify Match Group for IAC’s share of tax liabilities related to various periods prior to the Separation; as of December 31, 2020, we estimated IAC’s share of these tax liabilities to be approximately $1.9 million. During 2020, we paid IAC $20.9 million pursuant to the tax matters agreement related to income tax refunds received by the Company. Additionally, during 2020, we received $4.3 million from IAC under the tax matters agreement. Relationships Involving Other Related Persons Advisory Agreement. In connection with Upon written request to the Corporate Secretary, AT THE Eligible stockholders who intend to have a proposal considered for inclusion in The SEC has adopted rules that permit companies and intermediaries (such as brokers) to send one Once you have received notice that your broker or If at any time: (i) you no longer wish to participate in householding and would prefer to receive a separate Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June APPENDIX A AUDIT COMMITTEE CHARTER PURPOSE The Audit Committee (the “Committee”) is created by the Board of Directors (the “Board”) of Match Group, Inc. (the “Company”) to assist the Board in monitoring (1) the integrity of the financial statements of the Company, (2) the effectiveness of the Company’s internal control over financial reporting, (3) the qualifications, performance and independence of the independent registered public accounting firm (the “independent accounting firm”), (4) the performance of the Company’s internal audit function, (5) the Company’s risk assessment and risk management policies as they relate to financial and other risk exposures, and (6) the Company’s compliance with legal and regulatory requirements. In fulfilling its purpose, the Committee shall maintain free and open communication between the Committee, the independent accounting firm, the internal auditors and management of the Company. The Committee shall consist of The members of the Committee shall be appointed and may be replaced by the Board. MEETINGS The Committee shall meet as often as it determines necessary but not less frequently than quarterly. The Committee shall have the authority to meet periodically with management, the internal auditors and the independent accounting firm in separate executive sessions, and to have such other direct and independent interaction with such persons from time to time as the members of the Committee deem necessary or appropriate. The Committee may request any officer or employee of the Company or the Company’s outside counsel or independent accounting firm to attend a meeting of the Committee or to meet with any members of, or consultants to, the Committee. Written minutes of Committee meetings shall be maintained. COMMITTEE AUTHORITY AND RESPONSIBILITIES The Committee shall be directly responsible for the appointment, compensation and oversight of the work of the independent accounting firm (including resolution of disagreements between management and the independent accounting firm regarding financial reporting and/or internal control related matters) for the purpose of preparing or issuing an audit report or related work. The independent accounting firm shall report directly to the Audit Committee. The Committee shall pre-approve all auditing services, audit-related services, including internal control-related services, and permitted non-audit services to be performed for the Company by its independent accounting firm, subject to the de minimis exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Committee prior to the completion of the audit. The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate, including the authority to grant pre-approvals of audit, audit-related and permitted non-audit services, provided that decisions of such subcommittee to grant pre-approvals shall be presented to the full Committee at its next scheduled meeting. The Committee shall have the authority, to the extent it deems necessary or appropriate, to conduct investigations into any matters within its scope of responsibility, to obtain advice and assistance from outside legal, accounting, or other advisors, as necessary, to perform its duties and responsibilities, and to otherwise engage and determine funding for independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Committee, for payment of compensation to the independent accounting firm for the purpose of rendering or issuing an audit report or performing other audit, review or attest services for the Company and to any advisors employed by the Committee, as well as funding for the payment of ordinary administrative expenses of the Committee that are necessary or appropriate in carrying out its duties. The Committee shall make regular reports to the Board. The Committee shall review and reassess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. In fulfilling its purpose and carrying out its responsibilities, the Committee shall undertake any activities the Committee deems necessary or appropriate. Subject to the foregoing, the Committee shall, LIMITATION OF THE COMMITTEE’S ROLE While the Committee has the responsibilities and powers set forth in this Charter, it is not the duty of the Committee to plan or conduct audits or to determine that the Company’s financial statements and disclosures are complete and accurate and are in accordance with generally accepted accounting principles and applicable rules and regulations or to determine that the Company’s internal controls over financial reporting are effective. These are the responsibilities of management and the independent accounting firm. Additionally, the Committee as well as the Board recognizes that members of the Company’s management who are responsible for financial management, as well as the independent accounting firm, have more time, knowledge, and detailed information on the Company than do Committee members; consequently, in carrying out its oversight responsibilities, the Committee is not providing any expert or special assurances with respect to the Company’s financial statements or any professional certifications as to the independent accounting firm’s work. COMPENSATION AND HUMAN RESOURCES COMMITTEE CHARTER PURPOSE The Compensation and Human Resources Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Match Group, Inc. (the “Company”) to discharge the Board’s responsibilities relating to the compensation of the Company’s Chief Executive Officer, the Company’s other executive officers (collectively, including the Chief Executive Officer, the “Executive Officers”) and the Company’s non-employee directors. The Committee shall have the authority and overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company as they affect the Executive Officers and non-employee directors and shall fulfill such other responsibilities set forth in this Charter. COMMITTEE MEMBERSHIP The Committee shall consist of no fewer than two members. The members of the Committee shall meet the independence requirements of Nasdaq. In addition, the Board may require that members must also qualify as “non-employee directors” for purposes of Rule 16b-3 under the Securities Exchange Act of 1934, as amended. These membership requirements shall be subject to exemptions and cure periods permitted by the rules of Nasdaq and the Securities and Exchange Commission (the “SEC”), as in effect from time to time. The members of the Committee shall be appointed, and vacancies filled or members removed, by the Board. At the discretion of the Board, one member of the Committee shall be appointed as its Chair (the “Chairperson”) by the Board. A Committee member may resign from Committee membership by giving written notice to the Board and may do so without resigning from the Board. MEETINGS The Committee shall meet as often as it determines necessary to carry out its responsibilities. The Chairperson, in consultation with the other Committee members, shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this No Executive Officer should attend that portion of any meeting where such Executive Officer’s performance or compensation is discussed, unless specifically invited by the Committee. The Chief Executive Officer may not be present during voting or deliberations related to his or her compensation. COMMITTEE AUTHORITY AND RESPONSIBILITIES The Committee shall have the authority, in its sole discretion, to retain or obtain the advice of any compensation consultant, legal counsel or other adviser to assist it in the performance of its duties, but only after taking into consideration those independence factors specified in the Nasdaq rules. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Committee, and shall have sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention. The Company must provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee. The Committee may form and delegate authority to subcommittees consisting of one or more members when appropriate. The Committee may delegate to one or more officers of the Company the authority to make grants of awards of equity-based compensation to eligible individuals other than Section 16 reporting persons under the Company’s incentive-compensation or other equity-based plans as the Committee deems appropriate and in accordance with the terms of such plans. Any officer to whom the Committee grants such authority shall regularly report to the Committee grants so made and the Committee may revoke any delegation of authority at any time. The Committee shall make regular reports to the Board. The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval. In fulfilling its purpose and carrying out its responsibilities, the Committee shall undertake any activities the Committee deems necessary or appropriate. Subject to the foregoing, the Committee shall: NOMINATING COMMITTEE CHARTER PURPOSE The Nominating Committee (the “Committee”) is appointed by the Board of Directors (the “Board”) of Match Group, Inc. (the “Company”) to identify and evaluate individuals qualified to become Board members consistent with such criteria as are deemed appropriate by the Committee or the Board, including the consideration of nominees submitted by stockholders, and to recommend to the Board the director nominees for the next annual meeting of stockholders or special meeting of stockholders at which directors are to COMMITTEE MEMBERSHIP The Committee shall consist of no fewer than two members. The members of the Committee shall meet the independence requirements of Nasdaq, subject to exemptions and cure periods permitted by the rules of Nasdaq, as in effect from time to time. The members of the Committee shall be appointed, and vacancies filled or members removed, by the Board. At the discretion of the Board, one member of the Committee may be appointed as its Chair (the “Chairperson”) by the Board. A Committee member may resign from Committee membership by giving written notice to the Board and may do so without resigning from the Board. MEETINGS The Committee shall meet as often as it determines necessary to carry out its responsibilities. The Committee shall determine the frequency and length of the Committee meetings and shall set meeting agendas consistent with this Charter. If a Chairperson has been appointed, the Chairperson shall preside at each meeting, otherwise, or in the absence of the Chairperson, a member of the Committee shall be designated, by the members present at the meeting, as the acting chair of the meeting. COMMITTEE AUTHORITY AND RESPONSIBILITIES The Committee shall have the authority, in its sole discretion, to retain or obtain the advice of any search firm, legal counsel or other adviser to assist it in the performance of its duties. The Committee shall be directly responsible for the appointment, compensation and oversight of the work of any adviser retained by the Committee, and shall have sole authority to approve the adviser’s fees and the other terms and conditions of the adviser’s retention. The Company The Committee may form and In fulfilling its purpose and carrying out its responsibilities, the Committee shall undertake any activities the Committee deems necessary or appropriate. Subject to the foregoing, the Committee shall: MATCH GROUP, Inc. 2021 GLOBAL EMPLOYEE STOCK PURCHASE PLAN (Adopted by the Board of Directors on April 27, 2021; Approved by Stockholders on ) 1. Purpose. The purpose of the Plan is to provide Eligible Employees of the Company and its 2. Definitions. (a) “423 Component” means the part of the Plan, which (b) “Administrator” means the (c) “Affiliate (e) “Applicable Laws” means (f) (g) Notwithstanding the foregoing, the (i) The acquisition by any individual entity or group (within the meaning of Section 13(d)(3) or 14(d)(2) of the Exchange Act) (ii) Individuals who, as of the Effective Date, constitute the Board (the directors or other actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board; or (iii) Consummation of a reorganization, merger or consolidation or sale or other disposition of all or substantially all of the assets of the Company or the purchase of assets or stock of another entity (a (i) “Code” means the U.S. Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the U.S. Treasury Regulations thereunder and other relevant interpretive guidance issued by the (j) “Committee” means a committee of the Board appointed in accordance with Section 13 hereof. (k) “Common Stock” means common stock, par value $0.001 per share, of the Company. (l) “Company” means Match Group, Inc., a Delaware corporation, or any successor thereto. (m) “Compensation” means an Eligible Employee’s regular cash compensation, consisting of base salary or base wage rate, including the value of amounts elected to be deferred by such Eligible Employee under any 401(k) plan or other deferred compensation program or arrangement established by the Company, a Subsidiary or an Affiliate, but excluding all of the following: bonuses, commissions, overtime pay, if applicable, and all other cash remuneration paid directly to the Eligible Employee, including, without limitation, profit sharing contributions, the cost of employee benefits paid for by the Company, a Subsidiary or an Affiliate, education or tuition reimbursements, imputed income (whether or not arising under any Company, Subsidiary or Affiliate group insurance or benefit program), traveling expenses, business expense reimbursements, moving expense reimbursements, housing, living, vacation and position allowances, income received, reported or otherwise recognized in connection with stock options and other equity awards, contributions made by the Company, a Subsidiary or an Affiliate under any employee benefit or pension plan and other similar items of compensation. In advance of any Offering, the Administrator, in its discretion, may establish a different definition of Compensation. Further, the Administrator shall have the discretion to determine the application of this definition to Participants outside the United States. (n) “Contributions” means the payroll deductions, other contributions permitted by the Administrator and made by Participants in case payroll deductions are not permissible or are problematic under Applicable Laws, and other additional payments specifically provided for in the Offering that a Participant contributes to fund the exercise of a Purchase Right. A Participant may make additional payments into their account if specifically provided for in the Offering, and then only if the Participant has not already had the maximum permitted amount withheld during the Offering through payroll deductions or other contributions. (o) “Designated 423 Company” means any Subsidiary selected by the Administrator to participate in the 423 Component. (p) “Designated Company” means any Designated Non-423 Company or Designated 423 Company; provided, however, that at any given time a Subsidiary participating in the 423 Component shall not be a Subsidiary participating in the Non-423 Component. Notwithstanding the foregoing, if any Affiliate or Subsidiary is disregarded for U.S. federal income tax purposes in respect of the Company or any Designated Company participating in the 423 Component, then such disregarded Affiliate or Subsidiary shall automatically be a Designated Company participating in the 423 Component. If any Affiliate or Subsidiary is disregarded for U.S. federal income tax purposes in respect of any Designated Company participating in the Non-423 Component, the Administrator may exclude such Affiliate or Subsidiary from participating in the Plan, notwithstanding that the Designated Company in respect of which such Affiliate or Subsidiary is disregarded may participate in the Plan. (q) “Designated Non-423 Company” means any Subsidiary or Affiliate selected by the Administrator to participate in the Non-423 Component. (r) “Director” means a member of the Board. (s) “Effective Date” means the date the Plan is adopted by the Board, subject to approval of the Company’s stockholders. (t) “Eligible Employee” means any individual who is a common law employee of the Company or a Designated Company; provided, however, that the Administrator retains the discretion to determine which Eligible Employees may participate in an Offering (for the 423 Component, pursuant to and consistent with U.S. Treasury Regulation Section 1.423-2(e) and (f)). For purposes of the Plan, the employment relationship will be treated as continuing intact while the individual is on sick leave or other leave of absence that the Company or a Designated Company approves or is legally protected under Applicable Laws with respect to the Participant’s participation in the Plan. Where the period of leave exceeds three (3) months and the individual’s right to reemployment is not guaranteed either by contract or Applicable Laws, the employment relationship will be deemed to have terminated three (3) months and one (1) day following the commencement of such leave. Without limiting the foregoing, the Administrator, in its discretion, from time to time may, in advance of an Offering, determine that the definition of Eligible Employee will not include an individual if he or she: (i) is not employed by the Company or a Designated Company on the first day of the month preceding the month during which the Offering Date occurs (or by such other date as may be determined by the Administrator in its discretion), (ii) customarily works twenty (20) hours or less per week (or such lesser period of time as may be determined by the Administrator in its discretion), (iii) customarily works five (5) months or less per calendar year (or such lesser period of time as may be determined by the Administrator in its discretion), or (iv) is an officer or subject to the disclosure requirements of Section 16(a) of the Exchange Act. Each exclusion will be applied with respect to an Offering under the 423 Component in a manner complying with U.S. Treasury Regulation Section 1.423-2(e)(2)(ii) and Section 1.423-2(f). Such exclusions may be applied with respect to an Offering under the Non-423 Component if permitted under Applicable Laws and without regard to the limitations of U.S. Treasury Regulation Section 1.423-2. For purposes of clarity, the term “Eligible Employee” shall not include any individual performing services for the Company or a Designated Company under an independent contractor or consulting agreement, a purchase order, a supplier agreement, or any other agreement that the Company or a Designated Company entered into for services, regardless of any subsequent reclassification of that individual by any Governmental Body as an employee of the Company or a Designated Company. (u) “Employee Stock Purchase Plan” means a plan that grants Purchase Rights intended to be options issued under an “employee stock purchase plan,” as that term is defined in Section 423(b) of the Code. (v) “Enrollment Date” means the end of the applicable enrollment period, as determined by the Administrator in advance of any Offering Period. (w) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, including the rules and regulations promulgated thereunder. (x) “Exercise Date” means the last Trading Day of the Purchase Period on which Purchase Rights will be exercised and on which purchases of shares of Common Stock will be carried out in accordance with an Offering. Notwithstanding the foregoing, in the event that an Offering Period is terminated prior to its expiration pursuant to Section 17 hereof, the Administrator, in its sole discretion, may determine that any Purchase Period also terminating under such Offering Period will terminate without Purchase Rights being exercised on the Exercise Date that otherwise would have occurred on the last Trading Day of such Purchase Period. (y) “Fair Market Value” means, as of any date, the value of a (i) The Fair Market Value will be the closing sales price for Common Stock on the relevant date, as quoted on the Applicable Exchange on the date of determination (or the closing bid, if no sales were reported), as reported in The Wall Street Journal or (ii) In the absence of an established market for the Common Stock, the Fair Market Value thereof will be determined in good faith by the Administrator. The determination of fair market value for purposes of tax withholding may be made in the Administrator’s discretion subject to Applicable Laws and is not required to be consistent with the determination of Fair Market Value for other purposes. (z) “Governmental Body” means any: (a) nation, state, commonwealth, province, territory, county, municipality, district or other jurisdiction of any nature; (b) U.S. or non-U.S. federal, state, local, municipal or other government; (c) governmental or regulatory body, or quasi-governmental body of any nature (including any governmental division, department, administrative agency or bureau, commission, authority, instrumentality, official, ministry, fund, foundation, center, organization, unit, body or entity and any court or other tribunal, and for the avoidance of doubt, any tax authority) or other body exercising similar powers or authority; or (d) self-regulatory organization (including the NASDAQ Stock Market and the Financial Industry Regulatory Authority). (aa) “New Exercise Date” means a new Exercise Date if the Administrator shortens any Offering Period then in progress. (bb) “Non-423 Component” means the part of the (cc) “Offering” means an offer under the Plan of (dd) “Offering Date” means the first day of an Offering Period on which Purchase Rights are granted to Participants. (ee) “Offering Period” means one or more periods to be selected by the Administrator in its sole discretion with respect to which Purchase Rights shall be granted to Participants. The duration and timing of Offering Periods may be established or changed by the Administrator at any time, in its sole discretion and may consist of one or more Purchase Periods. Notwithstanding the foregoing, in no event may an Offering Period exceed 27 months. (ff) “Parent” means a “parent corporation” of the Company, whether now or hereafter existing, as defined in Section 424(e) of the Code. (gg) “Participant” means an Eligible Employee who has elected to participate in the Plan and how holds an outstanding Purchase Right. (hh) “Plan” means this Match Group, Inc. 2021 Global Employee Stock Purchase Plan, as amended from time to time, including both the 423 Component and the Non-423 Component. (ii) “Purchase Period” means one or more periods within an Offering Period, as determined by the Administrator in its sole discretion. The duration and timing of Purchase Periods may be established or changed by the Administrator at any time, in its sole discretion. Notwithstanding the foregoing, in no event may a Purchase Period exceed the duration of the Offering Period under which it is established. (jj) “Purchase Price” means the purchase price of a share of Common Stock hereunder as provided in Section 7(a) hereof. (kk) “Purchase Right” means an option to purchase shares of Common Stock granted pursuant to the (ll) “Section 409A” means Section 409A of the Code and the regulations and guidance thereunder, as may be amended or modified from time to time. (mm) “Subsidiary” means a “subsidiary corporation” of the Company, whether now or hereafter existing, as defined in Section 424(f) of the Code. (nn) “Tax-Related Items” means any U.S. and non-U.S. federal, provincial, state and/or local taxes (including, without limitation, income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred to a Participant) for which a Participant is liable in connection with their participation in the Plan. (oo) “Trading Day” means a day that the Applicable Exchange is open for trading. (pp) “U.S. Treasury Regulations” means the Treasury Regulations of the Code. Reference to a specific Treasury Regulation or Section of the Code shall include such Treasury Regulation or Section, any valid regulation promulgated under such Section, and any comparable provision of any future legislation or regulation amending, supplementing, or superseding such Section or regulation. 3. Eligibility. (a) Generally. Any Eligible Employee on a given Enrollment Date shall be eligible to participate in the Plan during such Offering Period, subject to the restrictions of Sections (b) Non-U.S. Employees. Eligible Employees who are citizens or residents of a non-U.S. jurisdiction (without regard to whether they also are citizens or residents of the United States or resident aliens (within the meaning of Section 7701(b)(1)(A) of the Code)) may be excluded from participation in the Plan or an Offering if the participation of such Eligible Employees is prohibited under Applicable Laws or if complying with Applicable Laws would cause the Plan or an Offering to violate Section 423 of the Code. In the case of the Non-423 Component, Eligible Employees may be excluded from participation in the Plan or an Offering if the Administrator determines that participation of such Eligible Employees is not advisable or practicable. (c) Limitations. Any provisions of the Plan to the contrary 4. Grant of Purchase Rights; Offering. (a) The Administrator may from time to time grant or provide for the grant of Purchase Rights to Eligible Employees under an Offering (consisting of one or more Purchase Periods) on an Offering Date or Offering Dates selected by the Administrator. Each Offering will be in such form and will contain such terms and conditions as the Administrator will deem appropriate, and, with respect to the 423 Component, will comply with the requirement of Section 423(b)(5) of the Code that all Eligible Employees granted Purchase Rights will have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. (b) If a Participant has more than one Purchase Right outstanding under the Plan, unless he or she otherwise indicates in forms delivered to the Company or a third party designated by the Company (each, a “Company Designee”): (i) each form will apply to all of their Purchase Rights under the Plan, and (ii) a Purchase Right with a lower Purchase Price (or an earlier-granted Purchase Right, if different Purchase Rights have identical Purchase Prices) will be exercised to the fullest possible extent before a Purchase Right with a higher Purchase Price (or a later-granted Purchase Right if different Purchase Rights have identical Purchase Prices) will be exercised. (c) Unless otherwise determined by the Administrator in advance of an Offering, if the Fair Market Value of a share of Common Stock on the first Trading Day of a new Purchase Period within that Offering Period is less than or equal to the Fair Market Value of a share of Common Stock on the Offering Date for that Offering Period, then (i) that Offering Period will terminate immediately as of that first Trading Day, and (ii) the Participants in such terminated Offering Period will be automatically enrolled in a new Offering Period beginning on that first Trading Day. 5. Participation. During such period determined by the Administrator prior to an applicable Enrollment Date, an Eligible Employee may elect to participate in the Plan by submitting to the Company or a Company Designee a properly completed subscription agreement or by following an electronic or other enrollment procedure determined by the Administrator, in each case authorizing payroll deductions as the means of making Contributions (the “Enrollment Election”). If payroll deductions are not permissible or problematic under Applicable Laws or if specifically provided in the Offering, in addition to or instead of making Contributions by payroll deductions, a Participant, if permitted by the Administrator and only on terms to be determined by the Administrator, may make Contributions through the payment by cash, check or wire transfer prior to an Exercise Date. 6. Contributions. (a) At the time a Participant enrolls in the Plan pursuant to Section 5 hereof, he or she will elect to have Contributions made on each pay day during the Offering Period. The Enrollment Election will specify the amount of Contributions as a (whole) percentage of up to 20% of the Participant’s Compensation, or such other limit or amount determined by the Administrator in advance of an Offering. Each Participant’s Contributions will be credited to a bookkeeping account for such Participant under the Plan and will be deposited with the general funds of the Company except where Applicable Laws require that Contributions be held separately or deposited with a third party. A Participant’s Enrollment Election will remain in effect for successive Offering Periods unless modified in accordance with this Section 6 or unless terminated as provided in Sections 9 or 10 hereof. (b) Unless otherwise determined by the Administrator in advance of an Offering: (i) During any Offering Period, a Participant may not increase the rate of their Contributions. (ii) During any Offering Period, a Participant may decrease the rate of their Contributions to more than zero percent (0%) two (2) times. Additionally, during any Offering Period, a Participant may decrease the rate of their Contributions to zero percent (0%), even if the Participant has previously decreased the rate of their Contributions two (2) times during the same Offering Period. Any such decrease or suspension shall be effective with the first full payroll period following ten Trading Days after the Company’s receipt of the new Enrollment Election (or such shorter or longer period as may be specified by the Administrator for (iii) During such period determined by the Administrator prior to an applicable Enrollment Date, a Participant may increase or decrease the rate of their Contributions to become effective as of the beginning of the respective Offering Period, subject to the limitations of the Plan and applicable Offering. (iv) Any increase or decrease in a Participant’s rate of Contributions requires the Participant to submit a new Enrollment Election on or before a date determined by the Administrator. If a Participant has not followed the prescribed procedures to change the rate of Contributions, the rate of their Contributions will continue at the originally elected rate throughout the then current Offering Period and future Offering Periods (unless the Participant’s participation in the Plan is terminated as pursuant to Sections 9 or 10 hereof). (c) Notwithstanding the foregoing, to the extent necessary to comply with Section 423(b)(8) of the Code and Section 3(c) hereof, a Participant’s Contributions may be decreased by the Administrator to zero percent (0%) at any time during a Purchase Period. Subject to Section 423(b)(8) of the Code and Section 3(c) hereof, Contributions will recommence at the rate last elected by the Participant 7. Exercise of Purchase Right. (a) The Purchase Price shall equal 85% of the lesser of the Fair Market Value of a share of Common Stock (b) Unless a Participant withdraws from the Plan as provided in Section 9 or the Participant’s participation in the Plan terminates pursuant to Section 10, their Purchase Right for the purchase of shares of Common Stock will be exercised automatically on each Exercise Date, and the maximum number of full shares of Common Stock subject to the Purchase Right will be purchased for such Participant at the applicable Purchase Price with the accumulated Contributions from their account; provided, however, that in no event shall a Participant be permitted to purchase on each Exercise Date more than 400 shares of Common Stock (subject to any adjustment pursuant to Section 16(a) hereof). The Administrator may, for future Offering Periods, increase or decrease, in its absolute discretion, the maximum number of Shares that a Participant may purchase on any Exercise Date. Unless otherwise determined by the Administrator, no fractional shares of Common Stock will be purchased. Unless otherwise determined by the Administrator, any Contributions accumulated in a Participant’s account which are not sufficient to purchase a whole share will be retained in the Participant’s account for the succeeding Purchase Period. Any other funds left over in a Participant’s account after the Exercise Date will be returned to the Participant as soon as administratively practicable without interest (unless otherwise required by Applicable Laws). During a Participant’s lifetime, a Participant’s Purchase Right hereunder is exercisable only by them. (c) If the Administrator determines that, on a given Exercise Date, the number of shares of Common Stock with respect to which Purchase Rights are to be exercised may exceed the number of shares of Common Stock that are available for sale under the Plan, the Administrator may in its sole discretion provide that the Company will make a pro rata allocation of the shares of Common Stock available for purchase in as uniform a manner as will be practicable and as it will determine in its sole discretion to be equitable among all Participants exercising Purchase Rights on such Exercise Date. The Company may make a pro rata allocation of the shares of Common Stock pursuant to the preceding sentence, notwithstanding any authorization of additional shares for issuance under the Plan by the Company’s stockholders subsequent to such Exercise Date. (a) A Participant may elect to 10. Termination and Transfer of 11. Interest. No interest will accrue on the Contributions of a Participant in the Plan, except as may be required by Applicable Laws, as determined by the Company, and if so required by Applicable Laws, will apply to all Participants in the relevant Offering under the 423 Component, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423-2(f). 12. Stock. (a) Subject to adjustment upon a Capitalization Adjustment as provided in Section 16(a) hereof, 3,000,000 shares of Common Stock may be sold pursuant to the Plan. Such shares of Common Stock may be authorized but unissued shares, treasury shares or shares purchased in the open market. For avoidance of doubt, up to the maximum number of shares reserved under this Section 12 may be used to satisfy purchases of shares of Common Stock under the 423 Component and any remaining portion of such maximum number of shares may be used to satisfy purchases of shares under the Non-423 Component. (b) If any Purchase Right granted under the Plan shall for any reason terminate without having been exercised, the shares of Common Stock not purchased under such Purchase Right shall again become available for issuance under the Plan. 13. Administration. The Plan will be administered by the Board or a Committee appointed by the Board, which Committee will be constituted to comply with Applicable Laws. The Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the Plan, to delegate ministerial duties to any of the Company’s employees, to designate separate Offerings under the Plan, to designate Subsidiaries and Affiliates as participating in the 423 Component or Non-423 Component, to determine eligibility, to adjudicate all disputed claims filed under the Plan and to establish such procedures that it deems necessary or advisable for the administration of the Plan (including, without limitation, to adopt such rules, procedures, sub-plans, and appendices to the subscription agreement as are necessary or appropriate to permit the participation in the Plan by Eligible Employees who are non-U.S. nationals or employed outside the U.S., the terms of which rules, procedures, sub-plans and appendices may take precedence over other provisions of this Plan, with the exception of Section 12(a) hereof, but unless otherwise superseded by the terms of such rules, procedures, sub-plan or appendix, the provisions of this Plan will govern the operation of such sub-plan or appendix). Unless otherwise determined by the Administrator, the Eligible Employees eligible to participate in each sub-plan will participate in a separate Offering under the 423 Component, or if the terms would not qualify under the 423 Component, in the Non-423 Component, in either case unless such designation would cause the 423 Component to violate the requirements of Section 423 of the Code. Without limiting the generality of the foregoing, the Administrator is specifically authorized to adopt rules and procedures regarding eligibility to participate, the definition of Compensation, handling of Contributions, making of Contributions to the Plan (including, without limitation, in forms other than payroll deductions), establishment of bank or trust accounts to hold Contributions, payment of interest, conversion of local currency, obligations to pay payroll tax, withholding procedures and handling of stock certificates that vary with applicable local requirements. The Administrator also is authorized to determine that, to the extent permitted by U.S. Treasury Regulation Section 1.423-2(f), the terms of a Purchase Right granted under the Plan or an Offering to citizens or residents of a non-U.S. jurisdiction will be less favorable than the terms of Purchase Rights granted under the Plan or the same Offering to employees resident solely in the U.S. Every finding, decision, and determination made by the Administrator will, to the full extent permitted by law, be final and binding upon all parties. 14. Transferability. Neither Contributions credited to a Participant’s account nor any Purchase Rights under the Plan may be assigned, transferred, pledged or otherwise disposed of in any way (other than by will, the laws of descent and distribution) by the Participant. Any such attempt at assignment, transfer, pledge or other disposition will be without effect, except that the Company may treat such act as an election to withdraw from the Plan in accordance with Section 9 hereof. 15. Use of Funds. The Company may use all Contributions received or held by it under the Plan for any corporate purpose, and the Company will not be obligated to segregate such Contributions except under Offerings or for Participants in the Non-423 Component for which Applicable Laws require that Contributions to the Plan by Participants be segregated from the Company’s general corporate funds and/or deposited with an independent third party; provided, however, that, if such segregation or deposit with an independent third party is required by Applicable Laws, it will apply to all Participants in the relevant Offering under the 423 Component, except to the extent otherwise permitted by U.S. Treasury Regulation Section 1.423-2(f). 16. Adjustments; Dissolution or Liquidation; Change in Control. (a) Adjustments. In the event of a Capitalization Adjustment, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the Plan, will, in such manner as it may deem equitable, adjust the number and class of Common Stock that may be delivered under the Plan, the Purchase Price per share, the class and the number of shares of Common Stock covered by each Purchase Right under the Plan that has not yet been exercised, and any limitations related to shares of Common Stock imposed under the Plan. (b) Dissolution or Liquidation. In the event of the proposed dissolution or liquidation of the Company, any Offering Period then in progress will be shortened by setting a New Exercise Date, and will terminate immediately prior to the consummation of such proposed dissolution or liquidation, unless provided otherwise by the Administrator. The New Exercise Date will be before the date of the Company’s proposed dissolution or liquidation. The Administrator will notify each Participant in writing or electronically, prior to the New Exercise Date, that the Exercise Date for the Participant’s Purchase Right has been changed to the New Exercise Date and that the Participant’s Purchase Right will be exercised automatically on the New Exercise Date (unless the Participant’s participation in the Plan is terminated as pursuant to Sections 9 or 10 hereof). (c) Change in Control. In the event of a Change in Control, 17. Amendment or Termination. The Administrator, in its sole discretion, may amend, suspend, or terminate the Plan, or any part thereof, at any time and for any reason. If the Plan is terminated, the Administrator, in its discretion, may elect to terminate all outstanding Offering Periods either immediately or upon completion of the purchase of shares of Common Stock on the next Exercise Date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit Offering Periods to expire in accordance with their terms. If the Offering Periods are terminated prior to expiration, all Contributions then credited to Participants’ accounts that have not been used to purchase shares of Common Stock will be returned to the Participants (without interest, except as otherwise required under Applicable Laws) as soon as administratively practicable. 18. Notices. All notices or other communications by a Participant to the Company 19. Conditions Upon Issuance of Shares. Shares of Common Stock will not be issued with respect to any Purchase Right unless the exercise of such Purchase Right and the issuance and delivery of such shares of Common Stock pursuant thereto will comply with Applicable Laws, including, without limitation, the U.S. Securities Act of 1933, as amended, the Exchange Act, the rules and regulations promulgated thereunder, and the requirements of any Applicable Exchange, and will be further subject to the approval of counsel for the Company with respect to such compliance. As a condition 20. Section 409A. The 423 Component is intended to be exempt from the application of Section 409A, and, to the extent not exempt, is intended to comply with Section 409A and any ambiguities herein will be interpreted to so be exempt from, or comply with, Section 409A. In furtherance of the foregoing and notwithstanding any provision in the Plan to the contrary, if 21. Tax Qualification; Tax Withholding. (a) Although the Company may endeavor to (i) qualify a Purchase Right for special tax treatment under the laws of the United States or jurisdictions outside of the United States or (ii) avoid adverse tax treatment, the Company makes no representation to that effect and expressly disavows any covenant to maintain special or to avoid unfavorable tax treatment, notwithstanding anything to the contrary in this Plan. The Company will be unconstrained in its corporate activities without regard to the potential negative tax impact on Participants. (b) Each Participant will make arrangements, satisfactory to the Company and any applicable Subsidiary or Affiliate, to enable the Company, the Subsidiary or the Affiliate to fulfill any withholding obligation for Tax-Related Items. Without limitation to the foregoing, in the Company’s sole discretion and subject to 22. Stockholder Approval. The Plan will be subject to 25. Severability. If any provision of the 26. Compliance with Applicable Laws. The terms of
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT27, 2018,16, 2021, information relating to the beneficial ownership of IAC common stock and Class BMatch Group common stock by: (1) each person known by IACMatch Group to own beneficially more than 5% of the outstanding shares of IAC common stock and/or Class BMatch Group common stock, (2) each director nominee (all of whom are incumbent directors)(including each director nominee), (3) each IAC named executive officer and (4) all current directors and executivesexecutive officers of Match Group as a group. As of April 27, 2018,16, 2021, there were 77,788,934 and 5,789,499270,148,970 shares of IACMatch Group common stock and Class B common stock, respectively, outstanding.IAC'sMatch Group’s corporate headquarters located at 555 West 18th Street, New York, New York 10011.8750 North Central Expressway, Suite 1400, Dallas, Texas 75231. For each listed person, the number of shares of IACMatch Group common stock and percent of such class listed includes vested IACassumes the exercise of any Match Group stock options and assumes the conversion of any shares of IAC Class B common stock owned by such person that are or will become exercisable, and the vesting of any Match Group stock options and/or Match Group RSUs scheduled to occurthat will vest, within 60 days of April 27, 2018,16, 2021, but does not assume the conversion, exercise or vesting of any such equity securitiesstock options or RSUs owned by any other person. Shares of IAC Class B common stock may, at the option of the holder, be converted on a one-for-one basis into shares of IAC common stock. The percentage of votes for all classes of capital stock is based on one vote for each share of IAC common stock and ten votes for each share of IAC Class B common stock.Name and Address of Beneficial Owner Number
of Shares Percent of
Outstanding Shares T. Rowe Price Associates, Inc. 34,804,736 (1) 12.9 % 100 E. Pratt Street Baltimore, MD 21202 Prudential Financial, Inc. 22,927,614 (2) 8.5 % 751 Broad Street Newark, NJ 07102 The Vanguard Group 22,661,002 (3) 8.4 % 100 Vanguard Blvd. Malvern, PA 19355 Jennison Associates LLC 21,907,217 (4) 8.1 % 466 Lexington Avenue New York, NY 10017 BlackRock, Inc. 15,558,294 (5) 5.8 % 55 East 52nd Street New York, NY 10055 Stephen Bailey — — Melissa Brenner — — Sharmistha Dubey 216,139 (6) * Philip D. Eigenmann 21,994 (7) * Amanda Ginsberg 32,964 (8) — Joseph Levin 1,777,374 (9) * Ann L. McDaniel 14,776 (10) * Thomas J. McInerney 328,394 (10) * Wendi Murdoch — — Ryan Reynolds — — Glenn H. Schiffman 256,330 (11) * Pamela S. Seymon 66,523 (10) * Jared F. Sine 73,720 (12) * Alan G. Spoon 282,666 (13) * Gary Swidler 370,041 (14) * All current executive officers and directors as a group (14 persons) 3,407,957 (15) 1.3 % IAC Common Stock IAC Class B
Common Stock Percent of
Votes Number of
Shares Owned % of
Class
Owned Number of
Shares
Owned % of
Class
Owned (All
Classes)
% 6,396,268 (1) 8.2 % — — 4.7 % 5,610,153 (2) 7.2 % — — 4.1 % 3,886,476 (3) 5.0 % — — 2.9 % 6,977,921 (4) 8.2 % 5,789,499 (5) 100 % 43.2 % 10,643 (6) * — — * 25,964 (7) * — — * 35,234 (8) * — — * 8,847 (9) * — — * 165,743 (10) * — — * 887,227 (11) 1.1 % — — * 20,229 (12) * — — * 46,917 (13) * — — * 137,500 (14) * — — * 95,751 (15) * — — * 367,573 (16) * — — * 601,318 (4)(17) * 540,901 (5) 9.3 % 4.0 % 4,125,885 (4)(18) 5.0 % 3,989,174 (5) 68.9 % 29.5 % 525,347 (19) * — — * 32,613 (20) * — — * 9,397,926 10.9 % 5,789,499 100 % 43.8 % *The percentage of shares beneficially owned does not exceed 1% of the class.* The percentage of shares beneficially owned does not exceed 1% of the class. (1) Based upon information regarding Match Group holdings reported by way of Amendment No. 2 to a Schedule 13G filed by T. Rowe Price Associates, Inc. (“Price Associates”) with the SEC on February 16, 2021. Price Associates beneficially owns the Match Group holdings disclosed in the table above in its capacity as an investment adviser. Price Associates has sole voting and sole dispositive power over 13,150,289 and 34,804,736 shares of Match Group common stock, respectively, listed in the table above. (2) Based upon information regarding Match Group holdings reported by way of a Schedule 13G filed by Prudential Financial, Inc. (“Prudential”) with the SEC on February 9, 2021. Prudential has sole voting power, shared voting power, sole dispositive power and shared dispositive power over 629,950, 21,171,087, 629,950 and 21,947,338 shares of Match Group common stock, respectively, listed in the table above. Prudential beneficially owns these shares through three indirect subsidiaries, including Jennison Associates, LLC, which beneficially owns 21,907,217 of these common shares, as noted below. (1)Based upon information regarding IAC holdings reported by way of Amendment No. 5 to a Schedule 13G filed by The Vanguard Group ("Vanguard") with the SEC on February 9, 2018. Vanguard beneficially owns the IAC holdings disclosed in the table above in its capacity as an investment adviser. Vanguard has sole voting power, shared voting power, sole dispositive power and shared dispositive power over 57,360, 14,383, 6,328,639 and 67,629 shares of IAC common stock, respectively, listed in the table above.(2)Based upon information regarding IAC holdings reported by way of a Schedule 13G filed by T. Rowe Price Associates, Inc. ("Price Associates") with the SEC on February 14, 2018. Price Associates beneficially owns the IAC holdings disclosed in the table above in its capacity as an investment adviser. Price Associates has sole voting and sole dispositive power over 1,687,261 and 5,610,153 shares of IAC common stock, respectively, listed in the table above.(3)Based upon information regarding IAC holdings reported by way of a Schedule 13G filed by BlackRock, Inc. ("BlackRock") with the SEC on February 8, 2018. BlackRock beneficially owns the IAC holdings disclosed in the table above in its capacity as a parent holding company or control person of subsidiaries that provide investment advisory and asset management services. BlackRock has sole voting and sole dispositive power over 3,449,668 and 3,886,476 shares of IAC common stock, respectively, listed in the table above.(4)Consists of: (i) 4,530,075 shares of IAC Class B common stock, which are convertible on a one-for-one basis into shares of IAC common stock, held in trusts for the benefit of Mr. Diller and/or certain members of his family, (ii) 1,259,424 shares of IAC Class B common stock held directly by Mr. Diller, (iii) 136,711 shares of IAC common stock held by a trust for the benefit of certain members of his family, (iv) 1,711 shares of IAC common stock held by a private foundation and (v) vested options to purchase 1,050,000 shares of IAC common stock.(3) Based upon information regarding Match Group holdings reported by way of Amendment No. 8 to a Schedule 13G filed by The Vanguard Group (“Vanguard”) with the SEC on February 10, 2021. Vanguard beneficially owns the Match Group holdings disclosed in the table above in its capacity as an investment adviser. Vanguard has shared voting power, sole dispositive power and shared dispositive power over 252,770, 22,085,344 and 575,658 shares of Match Group common stock, respectively, listed in the table above. Mr. Diller has sole investment power and his spouse, Diane von Furstenberg, has sole voting power over 3,989,174 shares of IAC Class B common stock and 136,711 shares of IAC common stock. Mr. Diller may be deemed to have the right to acquire investment power over 540,901 shares of IAC Class B common stock within 60 days as a result of his ability to designate a replacement for Mr. von Furstenberg as investment advisor (see footnotes 5 and 17). Mr. Diller has shared voting and investment power over the IAC securities described in (iv) above, as to which he disclaims beneficial ownership.(5)The total number of shares of Class B common stock outstanding includes: (i) 3,989,174 shares collectively held by trusts for the benefit of Mr. Diller and/or certain members of his family and over which Mr. Diller has sole investment power and over which Ms. von Furstenberg has sole voting power, (ii) 1,259,424 shares of IAC Class B common stock held directly by Mr. Diller and (iii) 540,901 shares held by a family trust over which Mr. von Furstenberg has sole voting and investment power.(6)Consists of: (i) 1,268 shares of IAC common stock held directly by Mr. Bronfman, (ii) 5,375 shares of IAC common stock held for the benefit of Mr. Bronfman in an individual retirement account, (iii) 2,125 shares of IAC common stock held by Mr. Bronfman in his capacity as custodian for his minor children and (iv) 1,875 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service. Mr. Bronfman disclaims beneficial ownership of the shares of IAC common stock described in (iii) above.(7)Consists of: (i) 24,089 shares of IAC common stock held directly by Ms. Clinton and (ii) 1,875 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.(8)Consists of: (i) 33,359 shares of IAC common stock held directly by Mr. Eisner and (ii) 1,875 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.(9)Consists of: (i) 6,972 shares of IAC common stock held directly by Ms. Hammer and (ii) 1,875 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.(4) Based upon information regarding Match Group holdings reported by way of a Schedule 13G filed by Jennison Associates LLC (“Jennison”) with the SEC on February 9, 2021. Jennison beneficially owns the Match Group holdings disclosed in the table above in its capacity as an investment adviser. Jennison has sole voting power and shared dispositive power over 21,120,628 and 21,907,217 shares of Match Group common stock, respectively, listed in the table above. Prudential indirectly owns 100% of the equity interests of Jennison. As a result, Prudential may be deemed to have the power to exercise or to direct the exercise of such voting and/or dispositive power that Jennison may have with respect to the Match Group common stock held by its managed portfolios. Jennison does not file jointly with Prudential. (5) Based upon information regarding Match Group holdings reported by way of a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 2, 2021. BlackRock beneficially owns the Match Group holdings disclosed in the table above in its capacity as a parent holding company or control person of subsidiaries that provide investment advisory and asset management services. BlackRock has sole voting and sole dispositive power over 13,975,029 and 15,558,294 shares of Match Group common stock, respectively, listed in the table above. (6) Consists of shares of Match Group common stock held directly by Ms. Dubey, 58,309 vested options to purchase Match Group common stock, and 14,928 shares of Match Group common stock to be received upon the vesting of Match Group RSUs in the 60 days following April 16, 2021, subject to continued service. (7) Consists of vested options to purchase Match Group common stock. (8) Consists of shares of Match Group common stock held directly by Ms. Ginsberg. (9) Consists of shares of Match Group common stock held directly by Mr. Levin and 1,742,374 vested options to purchase Match Group common stock. (10) Consists of shares of Match Group common stock held directly by each individual and 2,107 shares of Match Group common stock to be received upon the vesting of Match Group RSUs in the 60 days following April 16, 2021, subject to continued service. (11) Consists of shares of Match Group common stock held directly by Mr. Schiffman and 246,432 vested options to purchase Match Group common stock. (12) Consists of 46,568 shares of Match Group common stock held by the Sine Family Trust, with respect to which Mr. Sine has shared voting and investment power, and 27,152 vested options to purchase Match Group common stock. (13) Consists of shares of Match Group common stock held directly by Mr. Spoon, 15,000 shares of Match Group common stock held by a limited liability company controlled by certain members of Mr. Spoon’s family and as to which Mr. Spoon disclaims beneficial ownership except to the extent of any pecuniary interest therein, and 2,107 shares of Match Group common stock to be received upon the vesting of Match Group RSUs in the 60 days following April 16, 2021, subject to continued service. (14) Consists of shares of Match Group common stock held directly by Mr. Swidler and 252,816 vested options to purchase Match Group common stock. (15) Consists of (i) shares of Match Group common stock held directly by each individual, (ii) 46,568 shares of Match Group common stock held by the Sine Family Trust as noted above, (ii) 15,000 shares of Match Group common stock held by a limited liability company controlled by certain members of Mr. Spoon’s family as noted above, (iii) 2,349,077 vested options to purchase Match Group common stock, and (iv) 23,356 shares of Match Group common stock to be received upon the vesting of Match Group RSUs in the next 60 days, subject to the respective holder’s continued service. (10)Consists of 165,743 shares of IAC common stock held directly by Mr. Kaufman.(11)Consists of: (i) 124,727 shares of IAC common stock held directly by Mr. Levin, (ii) vested options to purchase 662,500 shares of IAC common stock and (iii) options to purchase 100,000 shares of IAC common stock vesting in the next 60 days, subject to continued service.(12)Consists of: (i) 18,424 shares of IAC common stock held directly by Mr. Lourd and (ii) 1,875 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.(13)Consists of: (i) 45,042 shares of IAC common stock held directly by Mr. Rosenblatt and (ii) 1,875 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.(14)Consists of vested options to purchase 137,500 shares of IAC common stock.(15)Consists of: (i) 93,876 shares of IAC common stock held directly by Mr. Spoon and (ii) 1,875 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.(16)Consists of: (i) 55,073 shares of IAC common stock held directly by Mr. Stein and (ii) vested options to purchase 312,500 shares of IAC common stock.(17)Consists of: (i) 540,901 shares of IAC Class B common stock, which are convertible on a one-for-one basis into shares of IAC common stock, held by a family trust and over which Mr. von Furstenberg has sole voting and investment power, (ii) 58,542 shares of IAC common stock held directly by Mr. von Furstenberg and (iii) 1,875 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.(18)Consists of: (i) 3,989,174 shares of IAC Class B common stock, which are convertible on a one-for-one basis into shares of IAC common stock, and (ii) 136,711 shares of IAC common stock, all of which are collectively held by trusts for the benefits of Mr. Diller and/or certain members of his family (the same trusts referred to in footnotes 4 and 5 above) and over which Ms. von Furstenberg has sole voting power and Mr. Diller has sole investment power.(19)Consists of: (i) 31,342 shares of IAC common stock held directly by Mr. Winiarski and (ii) vested options to purchase 494,005 shares of IAC common stock.(20)Consists of: (i) 30,738 shares of IAC common stock held directly by Mr. Zannino and (ii) 1,875 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next 60 days, subject to continued service.
DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
REPORTSCompany'sCompany’s directors and certain of the Company'sCompany’s officers, and persons who beneficially own more than 10% of a registered class of the Company'sCompany’s equity securities, to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) of IAC common stock and other equity securities of the Company with the SEC. Directors, officersOfficers, directors and greater than 10% beneficial owners are required by SEC rules to furnish the Company with copies of all such forms they file. Based solely on a review of the copies of such forms furnished to the Company and/or written representations that no additional forms were required, the Company believes that its officers, directors officers and greater than 10% beneficial owners complied with these filing requirements in 2017,2020, except that grantseach of RSU awards to Messrs. Bronfman, Eisner, Lourd, Rosenblatt, von FurstenbergEigenmann and Zannino and Mses. Clinton and Hammer upon their re-election to the Board in June 2017 were not timely reported on aReynolds filed one late Form 4 due to administrative error.disclosing one transaction; Mr. Reynolds filed a late Form 3 disclosing no beneficial ownership; and Mr. McInerney filed an amendment correcting the ownership disclosed in a previously filed Form 3.
CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONSas amended, consistent with the Marketplace Rules, the terms "related person"“related person” and "transaction"“transaction” are determined by reference to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended ("(“Item 404"404”). During 2017,2020, in accordance with this policy, Company management was required to determine whether any proposed transaction, arrangement or relationship with a related person fell within the Item 404 definition of "transaction,"“transaction” set forth in Item 404, and if so, review such transaction with the Audit Committee. In connection with such determinations, Company management and the Audit Committee consider: (i) the parties to the transaction and the nature of their affiliation with IACMatch Group and the related person, (ii) the dollar amount involved in the transaction, (iii) the material terms of the transaction, including whether the terms of the transaction are ordinary course and/or otherwise negotiated at arms'arms’ length, (iv) whether the transaction is material, on a quantitative and/or qualitative basis, to IACMatch Group and/or the related person, and (v) any other facts and circumstances that Company management or the Audit Committee deems appropriate. Named Executives and DirectorsRelationships Involving Mr. Diller.Relationship with IAC prior to the Separation PursuantMaster Transaction Agreement.The master transaction agreement governed certain aspects of our relationship with IAC following our initial public offering. Under the master transaction agreement, we agreed to assume all of the assets and liabilities related to our business and agreed to indemnify IAC against any losses arising out of any breach by us of the master transaction agreement or any of the related agreements described below. IAC also agreed to indemnify us against losses arising out of any breach by IAC of the master transaction agreement or any of the related agreements. The master transaction agreement was terminated at the closing of the Separation on June 30, 2020.governanceemployee matters agreement betweenwith IAC, pursuant to which we reimburse IAC for the cost of any IAC equity awards held by Match Group’s employees and Mr. Diller,former employees upon exercise or vesting. In addition, following the Separation, Match Group employees continued to participate in IAC’s U.S. health and welfare plans, 401(k) plan and flexible benefits plan until December 31, 2020, at which time Match Group established its own employee benefit plans. During 2020, we paid IAC $2.0 million for so long as Mr. Diller serves as IAC's Chairmanthe cost of IAC equity awards held by Match Group employees upon vesting. Additionally, during 2020, we paid IAC $18.3 million, inclusive of employee contributions, with respect to employee health and Senior Executive, he currently generally has the right to consent to limited matters in the event that IAC's ratio of total debt to EBITDA (as defined in the governance agreement) equals or exceeds four to one over a continuous twelve-month period.Relationships Involving Other Directors.Tax Matters Agreement. In June 2010, Mr. Bronfman was part of a trial in the Trial Court in Paris involving six other individuals, including the former Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of Vivendi Universal. The other individuals faced various criminal charges and civil claims relating to Vivendi, including Vivendi's financial disclosures, the appropriateness of executive compensation and trading in Vivendi stock. Mr. Bronfman previously served as the Vice Chairman of Vivendi and faced a charge and claims relating to certain trading in Vivendi stock in January 2002. At the trial, the public prosecutor and the lead civil claimant both took the position that Mr. Bronfman should be acquitted. In January 2011, the court found Mr. Bronfman guiltyclosing of the charge relatingSeparation, we entered into a tax matters agreement pursuant to his trading in Vivendi stock, found him not liablewhich, among other things, we and IAC are responsible for certain tax liabilities and obligations following the transfer by Former IAC (i) to us of certain assets and liabilities of, or related to, the civil claimantsbusinesses of Former IAC (other than Former Match Group), and imposed a fine(ii) to holders of 5 million eurosFormer IAC common stock and a suspended sentence of fifteen months. Mr. Bronfman appealed the Trial Court decision to the Paris Court of Appeal. In November 2013, Mr. Bronfman participated in a re-trial before a new judicial panel as part of his appeal of the Paris Trial Court's 2011 ruling. In May 2014, the new judicial panel rendered its decision, affirming the Paris Trial Court's finding that Mr. Bronfman was guilty of the charge, but stated that its finding would appear only in French judicial records (and not in Mr. Bronfman's public record), removed the suspended sentence imposed by the Paris Trial Court and suspended 2.5 million euros of the original fine of 5 million euros. The new judicial panel affirmed the Paris Trial Court's finding that Mr. Bronfman was not liable to the civil claimants. Mr. Bronfman appealed the verdict. On April 20, 2017, the Appellate Court rejected the appeal. Mr. Bronfman believes that his trading in Vivendi stock was proper and pursued a challenge to the Appellate Court's decision before the European Court of Human Rights. The European Court of Human Rights declined to hear the challenge. Relationships Involving Expedia Group, Inc.Overview. Since the completion of the spin-off of Expedia in August 2005 (the "Expedia Spin-Off"), IAC and Expedia (now known as Expedia Group, Inc. ("Expedia Group")) have been related parties since Mr. Diller exerts significant influence over both entities by virture of his executive role at each company, the fact that he and certain members of his family collectively have sole voting and/or investment power over all shares ofFormer IAC Class B common stock, outstandingas a result of the reclassification and his voting power at Expedia Group.mandatory exchange of certain series of Former IAC exchangeable preferred stock (collectively, the “IAC Distribution”). Under the tax matters agreement, IAC generally is responsible for, and has agreed to indemnify us against, any liabilities incurred as a result of the failure of the IAC Distribution to qualify for the intended tax-free treatment unless, subject to certain exceptions, the failure to so qualify is attributable to our actions or failure to act, our breach of certain representations or covenants or certain acquisitions of Match Group equity securities, in each case, described in the tax matters agreement, (a “Match fault-based action”). If the failure to so qualify is attributable to a Match fault-based action, we will be responsible for liabilities incurred as a result of such failure and will indemnify IAC against such liabilities so incurred by IAC or its affiliates.and following the Expedia Spin-Off, IAC and Expedia GroupMs. Ginsberg’s resignation, on January 29, 2020, we entered into certain arrangements, including arrangements regardingan advisory agreement with Ms. Ginsberg, effective March 1, 2020, pursuant to which she would advise the sharing of certain costs, the use and ownership of certain aircraft and various commercial agreements, certain of which are generally described below.Cost Sharing Arrangements. Mr. Diller currently serves as Chairman and Senior Executive of both IAC and Expedia Group. In connection with the Expedia Spin-Off, IAC and Expedia Group had agreed, in light of Mr. Diller's senior role at both companies and his anticipated use of certain resources to the benefit of both companies, to share certain expenses associated with such usage, as well as certain costs incurred by IAC in connection with the provision of certain benefits to Mr. Diller (the "Shared Costs"). Cost sharing arrangements in effect during 2017 provided that each of IAC and Expedia Group cover 50% of the Shared Costs, which both companies agreed best reflects the allocation of actual time spent (and time to be spent) by Mr. Diller between the two companies. Shared Costs include costs for personal use of cars and equipment dedicated to Mr. Diller's use and expensesCompany on matters relating to Mr. Diller's support staff. Costs in 2017 for which IAC billed Expedia Group were approximately $430,000 pursuant to these arrangements.Aircraft Arrangements. Each of IACits business, strategy and Expedia Group currently has a 50% ownership interest in two aircraft that may be used by both companies (the "Aircraft").operations. The advisory agreement terminated on February 28, 2021. Pursuant to an amendedtheir terms, Ms. Ginsberg’s restricted stock units continued to vest, and restated operating agreement that allocates the costs of operatingher stock options remained exercisable and maintaining the Aircraft between the parties, fixed costs are allocated 50%continued to each company and variable costs are allocated based on usage. These costs are generally paid by each companyvest, as applicable, while she continued to third parties in accordance with the terms of the amended and restated operating agreement. In the event Mr. Diller ceases to serve as Chairman of either IAC or Expedia Group, each of IAC and Expedia Group will have a put right (to the other party) with respect to its owned interest in the aircraft that it does not primarily use (with such determination to be based on relative usage over the twelve months preceding such event), in each case, at fair market valueperform services for the relevant aircraft.Company.Members of the flight crew for the Aircraft are employed by an entity in which each of IAC and Expedia Group has a 50% ownership interest. IAC and Expedia Group share costs relating to flight crew compensation and benefits pro-rata according to each company's respective usage of the Aircraft, for which they are separately billed by the entity described above. During 2017, total payments in the amount of approximately $2.4 million were made to this entity by IAC.In April 2017, each company paid 50% of the $29.8 million in total costs (purchase price and related costs) for one of the aircraft referenced above. Following that purchase, each company jointly-owned three aircraft. The newest aircraft replaced the older of the companies' two existing jointly-owned aircraft and became available for use by both companies in November 2017. The older of the companies' two previously jointly-owned aircraft was sold in February 2018, with each company receiving 50% of the $7.5 million in net proceeds.Commercial Agreements. In connection with and following the Expedia Spin-Off, certain IAC businesses entered into commercial agreements with certain Expedia Group businesses. IAC believes that these arrangements are ordinary course and have been negotiated at arm's length. In addition, IAC believes that none of these arrangements, whether taken individually or in the aggregate, constitute a material contract to IAC. None of these arrangements, whether taken individually or together with other similar agreements, involved payments to or from IAC and its businesses in excess of $120,000 in 2017.IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, IACMatch Group, Inc., 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, Match Group will provide without charge to each person solicited a printed copy of IAC's 2017Match Group’s 2020 Annual Report on Form 10-K, including the financial statements and financial statement schedule filed therewith. Copies are also available on our website at www.iac.comhttp://ir.mtch.com. IACMatch Group will furnish requesting stockholders with any exhibit to its 20172020 Annual Report on Form 10-K upon payment of a reasonable fee.
STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR PRESENTATION20192022 ANNUAL MEETINGIAC'sMatch Group’s proxy materials for presentation at the 20192022 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must submit such proposal to IACMatch Group at its corporate headquarters no later than January 8, 2019.December 31, 2021. Stockholder proposals submitted for inclusion in IAC'sMatch Group’s proxy materials must be made in accordance with the provisions of Rule 14a-8 of the Exchange Act. Eligible stockholders who intend to present a proposal or nomination at the 20192022 Annual Meeting of Stockholders without inclusion of the proposal in IAC'sMatch Group’s proxy materials are required to provide notice of such proposal or nomination in writing, and otherwise in compliance with the applicable requirements in our bylaws, to IACMatch Group’s Secretary at its corporate headquarters no earlier than February 15, 2022, and no later than March 25, 2019.17, 2022. If IACMatch Group does not receive notice of the proposal or nomination at its corporate headquarters prior to such date, such proposal or nomination will be considered untimely for purposes of Rules 14a-4 and 14a-5 of the Exchange Act and those IACMatch Group officers who have been designated as proxies will accordingly be authorized to exercise discretionary voting authority to vote for or against the proposal. IACMatch Group reserves the right to reject, rule out of order or take other appropriate action with respect to any proposal or nomination that does not comply with these and other applicable requirements.Notice or one set of printed proxy materials as applicable, to any household at which two or more stockholders reside if they appear to be members of the same family or have given their written consent (each stockholder continues to receive a separate proxy card). This process, which is commonly referred to as "householding,"“householding,” reduces the number of duplicate copies of proxy materials stockholders receive and reduces printing and mailing costs. Only one Notice or one set of our printed proxy materials as applicable, will be sent to stockholders eligible for householding unless contrary instructions have been provided.IACMatch Group will be householding your proxy materials, householding will continue until you are notified otherwise or you revoke your consent. You may request a separate Notice or set of our printed proxy materials by sending a written request to Investor Relations, IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, by calling 1.212.314.7400Match Group, Inc., 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, or by e-mailingsending an e-mail to ir@iac.comIR@match.com. Upon request, IACMatch Group undertakes to deliver such materials promptly.Notice or set of our printed proxy materials as applicable, or (ii) you and another stockholder sharing the same address wish to participate in householding and prefer to receive one Notice or set of our printed proxy materials, as applicable, please notify your broker if you hold your shares in street name or IACMatch Group if you are a stockholder of record. You can notify us by sending a written request to Investor Relations, IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, by calling 1.212.314.7400Match Group, Inc., 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, or by e-mailingsending an e-mail to ir@iac.comIR@match.com.
NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS28, 2018.15, 2021. TheThis proxy statement and the 20172020 Annual Report on Form 10-K are available athttp://www.proxyvote.com beginning on May 8, 2018.New York, New YorkMay 8, 2018April 30, 2021.
OF MATCH GROUP, INC.TableCOMMITTEE MEMBERSHIPContentsno fewer than three members. The members of the Committee shall meet the independence and experience requirements of Nasdaq and Rule 10A-3(b)(1) under the Securities Exchange Act of 1934 (the “Exchange Act”). All members of the Committee shall, in the judgment of the Board, be able to read and understand fundamental financial statements. At least one member of the Committee shall be an “audit committee financial expert” as defined by the Securities and Exchange Commission (the “SEC”). These membership requirements shall be subject to exemptions and cure periods permitted by the rules of Nasdaq and the SEC, as in effect from time to time.1. Review and discuss with management and the independent accounting firm the annual audited financial statements, as well as disclosures made in management’s discussion and analysis, and recommend to the Board whether the audited financial statements should be included in the Company’s Form 10-K. 2. Review and discuss with management and the independent accounting firm the Company’s earnings press releases and the results of the independent accounting firm’s review of the quarterly financial statements. 3. Discuss with management and the independent accounting firm significant financial reporting issues and judgments made in connection with the preparation of the Company’s financial statements, including any significant changes in the Company’s selection or application of accounting principles. 4. Review and discuss with management and the independent accounting firm any major issues as to the adequacy of the Company’s internal controls, including any significant deficiencies in the design or operation of internal controls or material weaknesses therein and any fraud involving management or other employees who have a significant role in the Company’s internal controls, any special steps adopted in light of these issues and the adequacy of disclosures about changes in internal control over financial reporting. 5. Review and discuss any material issues raised by or reports from the independent accounting firm, including those relating to: (a) Critical accounting policies and practices to be used in preparing the Company’s financial statements. (b) Alternative treatments of financial information within generally accepted accounting principles that have been discussed with management, ramifications of the use of such alternative disclosures and treatments, and the treatment preferred by the independent accounting firm. (c) Unadjusted differences and management letters. 6. Discuss with management the Company’s major financial risk exposures and the steps management has taken to monitor and control such exposures, including the Company’s risk assessment and risk management policies. 7. Discuss with the independent accounting firm the matters required to be discussed by PCAOB Auditing Standard 1301, “Communications with Audit Committees.” 8. Periodically evaluate the qualifications, performance and independence of the independent accounting firm and the senior members of the audit team, including a review of reports provided by the independent accounting firm relating to its internal quality-control procedures and independence and obtain from the independent accounting firm a formal written statement delineating all relationships between the independent accounting firm and the Company. 9. Meet with the independent accounting firm prior to the audit to discuss the scope, planning and staffing of the audit. 10. Confirm and evaluate the rotation of the audit partners on the independent accounting firm’s audit engagement team as required by law. 11. Review the proposed internal audit annual audit plan and any significant changes to such plan with management; review and discuss the progress and any significant results of executing such plan; and receive reports on the status of significant findings, recommendations and responses. 12. Obtain from the independent accounting firm assurance that Section 10A(b) of the Exchange Act has not been implicated. 13. Discuss with management, the Company’s senior internal auditing executive and the independent accounting firm the Company’s and its subsidiaries’ compliance with applicable legal requirements and codes of conduct. 14. Review all related party transactions in accordance with the Committee’s formal, written policy. 15. Establish procedures for the receipt, retention and treatment of complaints received by the Company regarding accounting, internal accounting controls or auditing matters, and the confidential, anonymous submission by employees of concerns regarding questionable accounting or auditing matters. 16. Discuss with management and the independent accounting firm any correspondence with regulators or governmental agencies and any published reports which raise material issues regarding the Company’s financial statements or accounting policies. 17. Discuss with the Company’s Chief Legal Officer or General Counsel legal matters that may have a material impact on the financial statements or the Company’s compliance policies. 18. Furnish the Audit Committee report required by the rules of the SEC to be included in the Company’s annual proxy statement. 19. Review and discuss with management the Company’s cybersecurity, data privacy and other data- and technology-related risks, controls and procedures, including the Company’s plans to mitigate cybersecurity risks and respond to data breaches. Appendix A
OF MATCH IAC/INTERACTIVECORP2018 STOCK AND ANNUAL INCENTIVE PLAN
GROUP, INC.SECTION 1.PURPOSE; DEFINITIONSPlanCharter. The Chairperson shall preside at each meeting or, in the absence of the Chairperson, one of the other members of the Committee shall be designated, by the members present at the meeting, as the acting chair of the meeting.1. Determine, or recommend to the Board for determination, the compensation of the Chief Executive Officer and other Executive Officers, including base salaries, cash-based and equity-based incentive awards and opportunities, employment agreements and severance arrangements, change-in-control agreements and change-in-control provisions affecting any elements of compensation and benefits and any special or supplemental compensation and benefits for the Executive Officers and individuals who formerly served as Executive Officers, including supplemental retirement benefits and the perquisites provided to them during and after employment. 2. Receive periodic reports on the Company’s compensation programs as they affect all employees. 3. Review and approve the compensation and benefits of non-employee directors, including under any equity-based compensation plans. 4. Approve grants of equity compensation in accordance with Board-approved equity compensation plans and the delegation of such grants to the extent permitted thereunder and hereunder. 5. Produce the Compensation Committee Report required by SEC rules to be included in the Company’s annual proxy statement or Form 10-K, and review and discuss the Compensation Discussion and Analysis (the “CD&A”) with management and provide a recommendation to the Board regarding the inclusion of the CD&A within the Company’s proxy statement or Form 10-K, as applicable. 6. Monitor the Company’s compliance with the requirements under the Sarbanes-Oxley Act of 2002 relating to loans to directors and officers, and with all other applicable laws affecting employee compensation and benefits. 7. Oversee the Company’s compliance with SEC rules and regulations regarding stockholder approval of certain executive compensation matters, including advisory votes on executive compensation and the frequency of such votes, and the requirement under the Nasdaq rules that, with limited exceptions, stockholders approve equity compensation plans.
OF MATCH GROUP, INC.givebe elected and nominees to fill vacancies on the Board as necessary.a competitive advantage in attracting, retainingmust provide for appropriate funding, as determined by the Committee, for payment of reasonable compensation to any adviser retained by the Committee.motivating officers, employees, directors and/delegate authority to subcommittees consisting of one or consultantsmore members when appropriate. The Committee shall report to the Board with respect to its meetings. The Committee shall review and assess the adequacy of this Charter annually and recommend any proposed changes to the Board for approval.1. Identify and evaluate qualified individuals for membership on the Board. 2. Recommend to the Board individuals for membership on the Board, including by evaluating nominees submitted by stockholders. In making its recommendations for Board membership, the Committee shall: (a) review candidates’ qualifications for membership on the Board based on such criteria as are deemed appropriate by the Committee or the Board; (b) in evaluating current directors for re-nomination to the Board, assess the contribution of such directors and the current needs of the Board; and (c) consider any other factors deemed appropriate by the Committee or the Board. 3. Receive comments from all directors regarding matters within the scope of authority of the Committee. 4. Perform any other activities consistent with this Charter, the Company’s By-laws and governing law that the Committee or the Board deems necessary or appropriate. SubsidiariesDesignated Companies with an opportunity to purchase shares of Common Stock. The Plan permits the Company to grant a series of Purchase Rights to Eligible Employees under an Employee Stock Purchase Plan. In addition, the Plan permits the Company to grant a series of Purchase Rights to Eligible Employees that do not meet the requirements of an Employee Stock Purchase Plan. The Plan includes two components: a 423 Component and Affiliatesa Non-423 Component. The Company intends (but makes no undertaking or representation to maintain) the 423 Component to qualify as an Employee Stock Purchase Plan. The provisions of the 423 Component, accordingly, will be construed in a manner that is consistent with a stock and incentive plan providing incentives directly linked to stockholder value. Certain terms used herein have definitions given to themthe requirements of Section 423 of the Code. Except as otherwise provided in the first placePlan or determined by the Administrator, the Non-423 Component will operate and be administered in the same manner as the 423 Component.they are used. In addition,excludes the Non-423 Component, pursuant to which Purchase Rights that satisfy the requirements for purposes of thisan Employee Stock Purchase Plan may be granted to Eligible Employees.following terms are defined as set forth below:Board or any Committee designated by the Board to administer the Plan pursuant to Section 13. (a) ""” means any entity, other than a corporationSubsidiary, whether now or other entitysubsequently established, controlled by, controlling or under common control with, the Company. (b) "Affiliated Persons" means, with respect to any specified Person, (i) such specified Person's parents, spouse, siblings, descendants, step children, step grandchildren, nieces and nephews and their respective spouses, (ii) the estate, legatees and devisees of such specified Person and each of the Persons referred to in clause (i), and (iii) any company, partnership, trust or other entity or investment vehicle controlled by any of the Persons referred to in clause (i) or (ii) or the holdings of which are for the primary benefit of any of such Persons. (c) "(d) “Applicable Exchange"” means the NASDAQ or such other securities exchange as may at the applicable time be the principal market for the Common Stock. (d) "Award"an Option, Stock Appreciation Right, Restricted Stock, Restricted Stock Unit,the Code and any applicable U.S. and non-U.S. securities, federal, state, material local or municipal or other stock-based awardlaw, statute, constitution, principle of common law, resolution, ordinance, code, edict, decree, rule, listing rule, regulation, judicial decision, ruling or Cash-Based Award granted pursuant torequirement issued, enacted, adopted, promulgated, implemented or otherwise put into effect by or under the termsauthority of this Plan.any Governmental Body. (e) "Award Agreement" means a written or electronic document or agreement setting forth the terms and conditions of a specific Award."“Board"” means the Board of Directors of the Company."Cash-Based Award"“Capitalization Adjustment” means an Award denominatedany change that is made in, a dollar amount. (h) "Cause" means, unless otherwise provided in an Award Agreement, (i) "Cause" as defined in any Individual Agreement to which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define Cause: (A) the willful or gross neglect by a Participant of his employment duties; (B) the plea of guilty or nolo contendere to, or conviction for, the commission of a felony offense by a Participant; (C) a material breach by a Participant of a fiduciary duty owed to the Company or any of its subsidiaries; (D) a material breach by a Participant of any nondisclosure, non-solicitation or non-competition obligation owed to the Company or any of its Affiliates; or (E) before a Change in Control, such other events as shall be determined by the Committee and set forth in a Participant's Award Agreement. Notwithstanding the general rule of Section 2(c), following a Change in Control, any determination by the Committee as to whether "Cause" exists shall be subject to de novo review. (i) "Change in Control" has the meaning set forth in Section 10(a). (j) "Code" means the Internal Revenue Code of 1986, as amended from time to time, and any successor thereto, the Treasury Regulations thereunder and other relevant interpretive guidance issued by the Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code. (k) "Commission" means the Securities and Exchange Commission or any successor agency. (l) "Committee" has the meaning set forth in Section 2(a). (m) "Common Stock" means common stock, par value $0.001 per share, of the Company. (n) "Company" means IAC/InterActiveCorp, a Delaware corporation, or its successor. (o) "Disability" means (i) "Disability" as defined in any Individual Agreement to which the Participant is a party, or (ii) if there is no such Individual Agreement or it does not define "Disability," (A) permanent and total disability as determined under the Company's long-term disability plan applicable to the Participant, or (B) if there is no such plan applicable to the Participant or the Committee determines otherwise in an applicable Award Agreement, "Disability" as determined by the Committee. Notwithstanding the above,that occur with respect to, an Incentive Stock Option, Disability shall mean Permanent and Total Disability as defined in Section 22(e)(3) of the Code and, with respect to all Awards, to the extent required by Section 409A of the Code, Disability shall mean "disability" within the meaning of Section 409A of the Code. (p) "Disaffiliation" means a Subsidiary's or Affiliate's ceasing to be a Subsidiary or Affiliate for any reason (including, without limitation, as a result of a public offering, or a spinoff or sale by the Company, of the stock of the Subsidiary or Affiliate) or a sale of a division of the Company and its Affiliates. (q) "Eligible Individuals" means directors, officers, employees and consultants of the Company or any of its Subsidiaries or Affiliates, and prospective directors, officers, employees and consultants who have accepted offers of employment or consultancy from the Company or its Subsidiaries or Affiliates. (r) "Exchange Act" means the Securities Exchange Act of 1934, as amended from time to time, and any successor thereto. (s) "Fair Market Value" means, unless otherwise determined by the Committee, the closing price of a share of Common Stock on the Applicable Exchange on the date of measurement, or if Shares were not traded on the Applicable Exchange on such measurement date, then on the next preceding date on which Shares were traded, all as reported by such source as the Committee may select. If the Common Stock is not listed on a national securities exchange, Fair Market Value shall be determined by the Committee in its good faith discretion,provided that such determination shall be made in a manner consistent with any applicable requirements of Section 409A of the Code. (t) "Free-Standing SAR" has the meaning set forth in Section 5(b). (u) "Grant Date" means (i) the date on which the Committee by resolution selects an Eligible Individual to receive a grant of an Award and determines the number of Shares to be subject to such Award or the formula for earning a number of shares or cash amount, or (ii) such later date as the Committee shall provide in such resolution. (v) "Incentive Stock Option" means any Option that is designated in the applicable Award Agreement as an "incentive stock option" within the meaning of Section 422 of the Code, and that in fact so qualifies. (w) "Individual Agreement" means an employment, consulting or similar agreement between a Participant and the Company or one of its Subsidiaries or Affiliates. (x) "NASDAQ" means the National Association of Securities Dealers Inc. Automated Quotation System. (y) "Nonqualified Option" means any Option that is not an Incentive Stock Option. (z) "Option" means an Award described under Section 5. (aa) "Participant" means an Eligible Individual to whom an Award is or has been granted. (bb) "Permitted Holders" means any one or more of (i) Barry Diller, (ii) each of the respective Affiliated Persons of Barry Diller and (iii) any Person a majority of the aggregate voting power of all the outstanding classes or series of the equity securities of which are beneficially owned by any one or more of the Persons referred to in clauses (i) or (ii). (cc) "Performance Goals" means the performance goals established by the Committee in connection with the grant of an Award. (dd) "Person" means any individual, corporation, partnership, limited liability company, joint venture, incorporated or unincorporated association, joint-stock company, trust, unincorporated organization or government or other agency or political subdivision thereof or other entity of any kind. (ee) "Plan" means this IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan, as set forth herein and as hereafter amended from time to time. (ff) "Restricted Stock" means an Award described under Section 6. (gg) "Restricted Stock Units" means an Award described under Section 7. (hh) "Retirement" means retirement from active employment with the Company, a Subsidiary or Affiliate at or after the Participant's attainment of age 65. (ii) "RS Restriction Period" has the meaning set forth in Section 6(b)(ii). (jj) "RSU Restriction Period" has the meaning set forth in Section 7(b)(ii). (kk) "Share" means a share of Common Stock. (ll) "Stock Appreciation Right" has the meaning set forth in Section 5(b). (mm) "Subsidiary" means any corporation, partnership, joint venture, limited liability company or other entity during any period in which at least a 50% voting or profits interest is owned, directly or indirectly, by the Company or any successor to the Company. (nn) "Tandem SAR" has the meaning set forth in Section 5(b). (oo) "Term" means the maximum period during which an Option or Stock Appreciation Right may remain outstanding, subject to earlier termination upon Termination of Employment or otherwise, as specified in the applicable Award Agreement. (pp) "Termination of Employment" means the termination of the applicable Participant's employment with, or performance of services for, the Company and any of its Subsidiaries or Affiliates. Unless otherwise determined by the Committee, if a Participant's employment with, or membership on a board of directors of, the Company and its Affiliates terminates but such Participant continues to provide services to the Company and its Affiliates in a non-employee director capacity or as an employee, as applicable, such change in status shall not be deemed a Termination of Employment. A Participant employed by, or performing services for, a Subsidiary or an Affiliate or a division of the Company and its Affiliates shall be deemed to incur a Termination of Employment if, as a result of a Disaffiliation, such Subsidiary, Affiliate, or division ceases to be a Subsidiary, Affiliate or division, as the case may be, and the Participant does not immediately thereafter become an employee of (or service provider for), or member of the board of directors of, the Company or another Subsidiary or Affiliate. Temporary absences from employment because of illness, vacation or leave of absence and transfers among the Company and its Subsidiaries and Affiliates shall not be considered Terminations of Employment.Notwithstanding the foregoing, with respect to any Award that constitutes "nonqualified deferred compensation" within the meaning of Section 409A of the Code, "Termination of Employment" shall mean a "separation from service" as defined under Section 409A of the Code.SECTION 2.ADMINISTRATION (a) Committee. The Plan shall be administered by the Compensation and Human Resources Committee of the Board or such other committee of the Board as the Board may from time to time designate (the "Committee"), which committee shall be composed of not less than two directors, and shall be appointed by and serve at the pleasure of the Board. The Committee shall, subject to Section 11, have plenary authority to grant Awards pursuant to the terms of the Plan to Eligible Individuals. Among other things, the Committee shall have the authority, subject to the terms of the Plan: (i) to select the Eligible Individuals to whom Awards may from time to time be granted; (ii) to determine whether and to what extent Incentive Stock Options, Nonqualified Options, Stock Appreciation Rights, Restricted Stock, Restricted Stock Units, other stock-based awards, Cash-Based Awards or any combination thereof, are to be granted hereunder; (iii) to determine the number of Shares to be covered by each Award granted hereunder or the amount of any Cash-Based Award; (iv) to determine the terms and conditions of each Award granted hereunder, based on such factors as the Committee shall determine; (v) subject to Section 12, to modify, amend or adjust the terms and conditions of any Award, at any time or from time to time; (vi) to adopt, alter and repeal such administrative rules, guidelines and practices governing the Plan as it shall from time to time deem advisable; (vii) to accelerate the vesting or lapse of restrictions of any outstanding Award, based in each case on such considerations as the Committee in its sole discretion determines; (viii) to interpret the terms and provisions of the Plan and any Award issued under the Plan (and any agreement relating thereto); (ix) to establish any "blackout" period that the Committee in its sole discretion deems necessary or advisable; (x) to decide all other matters that must be determined in connection with an Award; and (xi) to otherwise administer the Plan. (b) Procedures. (i) The Committee may act only by a majority of its members then in office, except that the Committee may, except to the extent prohibited by applicable law or the listing standards of the Applicable Exchange and subject to Section 11, allocate all or any portion of its responsibilities and powers to any one or more of its members and may delegate all or any part of its responsibilities and powers to any person or persons selected by it. (ii) Any authority granted to the Committee may also be exercised by the full Board. To the extent that any permitted action taken by the Board conflicts with action taken by the Committee, the Board action shall control. (c) Discretion of Committee. Subject to Section 1(h), any determination made by the Committee or by an appropriately delegated officer pursuant to delegated authority under the provisions of the Plan with respect to any Award shall be made in the sole discretion of the Committee or such delegate at the time of the grant of the Award or, unless in contravention of any express term of the Plan, atany time thereafter. All decisions made by the Committee or any appropriately delegated officer pursuant to the provisions of the Plan shall be final and binding on all persons, including the Company, Participants, and Eligible Individuals. (d) Award Agreements. The terms and conditions of each Award (other than any Cash-Based Award), as determined by the Committee, shall be set forth in an Award Agreement, which shall be delivered to the Participant receiving such Award upon, or as promptly as is reasonably practicable following, the grant of such Award. The effectiveness of an Award shall not be subject to the Award Agreement's being signed by the Company and/or the Participant receiving the Award unless specifically so provided in the Award Agreement. Award Agreements may be amended only in accordance with Section 12 hereof.SECTION 3.COMMON STOCK SUBJECT TO PLAN (a) Plan Maximums. The maximum number of Shares that may be delivered pursuant to Awards under the Plan shall be 10,000,000. The maximum number of Shares that may be granted pursuant to Options intended to be Incentive Stock Options shall be 10,000,000 Shares. Shares subject to an Award under the Plan may be authorized and unissued Shares or may be treasury Shares. (b) Individual Limits. During a calendar year, no single Participant (excluding non-employee directors of the Company) may be granted: (i) Options or Stock Appreciation Rights covering in excess of 3,000,000 Shares in the aggregate; or (ii) Qualified Performance-Based Awards (other than Options or Stock Appreciation Rights) covering in excess of 2,000,000 Shares in the aggregate. (c) Rules for Calculating Shares Delivered. (i) To the extent that any Award is forfeited, terminates, expires or lapses without being exercised, or any Award is settled for cash, the Shares subject to such Award not delivered as a result thereof shall again be available for Awards under the Plan. (ii) If the exercise price of any Option and/or the tax withholding obligations relating to any Award are satisfied by delivering Shares to the Company (by either actual delivery or by attestation), only the number of Shares issued net of the Shares delivered or attested to shall be deemed delivered for purposes of the limits set forth in Section 3(a). (iii) To the extent any Shares subject to an Award are withheld to satisfy the exercise price (in the case of an Option) and/or the tax withholding obligations relating to such Award, such Shares shall not be deemed to have been delivered for purposes of the limits set forth in Section 3(a). (d) Adjustment Provisions. (i) In the event of a merger, consolidation, acquisition of property or shares, stock rights offering, liquidation, Disaffiliation (other than a spinoff), or similar event affecting the Company or any of its Subsidiaries (each, a "Corporate Transaction"), the Committee or the Board may in its discretion make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards; and (D) the exercise price of outstanding Options and Stock Appreciation Rights. (ii) In the event of a stock dividend, stock split, reverse stock split, separation, spinoff, reorganization, extraordinary dividend of cash or other property, share combination, or recapitalization or similar event affecting the capital structure of the Company (each, a "Share Change"), the Committee or the Board shall make such substitutions or adjustments as it deems appropriate and equitable to (A) the aggregate number and kind of Shares or other securities reserved for issuance and delivery under the Plan, (B) the various maximum limitations set forth in Sections 3(a) and 3(b) upon certain types of Awards and upon the grants to individuals of certain types of Awards, (C) the number and kind of Shares or other securities subject to outstanding Awards; and (D) the exercise price of outstanding Options and Stock Appreciation Rights. (iii) In the case of Corporate Transactions, the adjustments contemplated by clause (i) of this paragraph (d) may include, without limitation, (A) the cancellation of outstanding Awards in exchange for payments of cash, property or a combination thereof having an aggregate value equal to the value of such Awards, as determined by the Committee or the Board in its sole discretion (it being understood that in the case of a Corporate Transaction with respect to which holders of Common Stock receive consideration other than publicly traded equity securities of the ultimate surviving entity, any such determination by the Committee that the value of an Option or Stock Appreciation Right shall for this purpose be deemed to equal the excess, if any, of the value of the consideration being paid for each Share pursuant to such Corporate Transaction over the exercise price of such Option or Stock Appreciation Right shall conclusively be deemed valid); (B) the substitution of other property (including, without limitation, cash or other securities of the Company and securities of entities other than the Company) for the Shares subject to outstanding Awards; and (C) in connection with any Disaffiliation, arranging for the assumption of Awards, or replacement of Awards with new awards based on other property or other securities (including, without limitation, other securities of the Company and securities of entities other than the Company), by the affected Subsidiary, Affiliate, or division or by the entity that controls such Subsidiary, Affiliate, or division following such Disaffiliation (as well as any corresponding adjustments to Awards that remain based upon Company securities). The Committee may adjust the Performance Goals applicable to any Awards to reflect any Share Change and any Corporate Transaction and any unusual or non-recurring events and other extraordinary items, impact of charges for restructurings, discontinued operations, and the cumulative effects of accounting or tax changes, each as defined by generally accepted accounting principles or as identified in the Company's financial statements, notes to the financial statements, management's discussion and analysis or the Company's other filings with the Commission. Any adjustments made pursuant to this Section 3(d) to Awards that are considered "deferred compensation" within the meaning of Section 409A of the Code shall be made in compliance with the requirements of Section 409A of the Code. Any adjustments made pursuant to this Section 3(d) to Awards that are not considered "deferred compensation" subject to Section 409A of the Code shall be made in such a manner as to ensure that after such adjustment, the Awards either (A) continue not to be subject to Section 409A of the Code or (B) comply with the requirements of Section 409A of the Code. (iv) Any adjustment under this Section 3(d) need not be the same for all Participants.SECTION 4.ELIGIBILITY Awards may be granted under the Plan to Eligible Individuals;provided,however, that Incentive Stock Options may be granted only to employees of the Company and its subsidiaries or parent corporation (within the meaning of Section 424(f) of the Code).SECTION 5.OPTIONS AND STOCK APPRECIATION RIGHTS (a) Types of Options. Options may be of two types: Incentive Stock Options and Nonqualified Options. The Award Agreement for an Option shall indicate whether the Option is intended to be an Incentive Stock Option or a Nonqualified Option. (b) Types and Nature of Stock Appreciation Rights. Stock Appreciation Rights may be "Tandem SARs," which are granted in conjunction with an Option, or "Free-Standing SARs," which are not granted in conjunction with an Option. Upon the exercise of a Stock Appreciation Right, the Participant shall be entitled to receive an amount in cash, Shares, or both, in value equal to the product of (i) the excess of the Fair Market Value of one Share over the exercise price of the applicable Stock Appreciation Right, multiplied by (ii) the number of Shares in respect of which the Stock Appreciation Right has been exercised. The applicable Award Agreement shall specify whether such payment is to be made in cash or Common Stock or both, or shall reserve to the Committee or the Participant the right to make that determination prior to or upon the exercise of the Stock Appreciation Right. (c) Tandem SARs. A Tandem SAR may be granted at the Grant Date of the related Option. A Tandem SAR shall be exercisable only at such time or times and to the extent that the related Option is exercisable in accordance with the provisions of this Section 5, and shall have the same exercise price as the related Option. A Tandem SAR shall terminate or be forfeited upon the exercise or forfeiture of the related Option, and the related Option shall terminate or be forfeited upon the exercise or forfeiture of the Tandem SAR. (d) Exercise Price. The exercise price per Share subject to an Option or Stock Appreciation Right shall be determined by the Committee and set forth in the applicable Award Agreement, and shall not be less than the Fair Market Value of a share of the Common Stock on the applicable Grant Date. In no event may any Option or Stock Appreciation Right granted under this Plan be amended, other than pursuant to Section 3(d), to decrease the exercise price thereof, be cancelled in exchange for cash or other Awards or in conjunction with the grant of any new Option or Stock Appreciation Right with a lower exercise price or otherwise be subject to any action that would be treated under the Applicable Exchange listing standards or for accounting purposes, as a "repricing" of such Option or Stock Appreciation Right, unless such amendment, cancellation, or action is approved by the Company's stockholders. (e) Term. The Term of each Option and each Stock Appreciation Right shall be fixed by the Committee, but shall not exceed ten years from the Grant Date. (f) Vesting and Exercisability. Except as otherwise provided herein, Options and Stock Appreciation Rights shall be exercisable at such time or times and subject to such terms and conditions as shall be determined by the Committee. If the Committee provides that any Option or Stock Appreciation Right will become exercisable only in installments, the Committee may at any time waive such installment exercise provisions, in whole or in part, based on such factors as the Committee may determine. In addition, the Committee may at any time accelerate the exercisability of any Option or Stock Appreciation Right. (g) Method of Exercise. Subject to the provisions of this Section 5, Options and Stock Appreciation Rights may be exercised, in whole or in part, at any time during the applicable Term by giving written notice of exercise to the Company or through the procedures established with the Company's appointed third-party Plan administrator specifying the number of Shares as to which the Option or Stock Appreciation Right is being exercised;provided,however, that, unless otherwise permitted by the Committee, any such exercise must be with respect to a portion of the applicable Option or Stock Appreciation Right relating to no less than the lesser of the number of Shares then subject to such Option or Stock Appreciation Right or 100 Shares. In the case of the exercise of an Option, such notice shall be accompanied by payment in full of the aggregate purchase price (which shall equal the product of such number of Shares subject to such Option multiplied by the applicable per Share exercise price) by certified or bank check or such other instrument as the Company may accept. If approved by the Committee, payment, in full or in part, may also be made as follows: (i) Payment may be made in the form of unrestricted Shares already owned by Participant (by delivery of such Shares or by attestation) of the same class as the Common Stock subject to the Option (based on the Fair Market Value of the Common Stock onPlan or subject to any Purchase Right after the date the OptionPlan is exercised);provided,however, that, inadopted by the caseBoard without the receipt of an Incentive Stock Option, the right to make a payment in the form of already owned Shares of the same class as the Common Stock subject to the Option may be authorized only at the time the Option is granted. (ii) To the extent permittedconsideration by applicable law, payment may be made by delivering a properly executed exercise notice to the Company together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale proceeds necessary to pay the purchase price, and, if requested, the amount of any federal, state, local or foreign withholding taxes. To facilitate the foregoing, the Company may, to the extent permitted by applicable law, enter into agreements for coordinated procedures with one or more brokerage firms. To the extent permitted by applicable law, the Committee may also provide for Company loans to be made for purposes of the exercise of Options. (iii) Payment may be made by instructing the Company to withhold a number of Shares having a Fair Market Value (based on the Fair Market Value of the Common Stock on the date the applicable Option is exercised) equal to the product of (A) the exercise price per Share multiplied by (B) the number of Sharesthrough merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in respect of which the Option shall have been exercised. (h) Delivery; Rights of Stockholders. No Shares shall be delivered pursuant to the exercise of an Option until the exercise price therefor has been fully paid and applicable taxes have been withheld. The applicable Participant shall have all of the rights of a stockholder of the Company holding the class or series of Common Stock that is subject to the Option or Stock Appreciation Right (including, if applicable, the right to vote the applicable Shares and the right to receive dividends), when the Participant (i) has given written notice of exercise, (ii) if requested, has given the representation described in Section 14(a), and (iii) in the case of an Option, has paid in full for such Shares. (i) Terminations of Employment. Subject to Section 10(b), a Participant's Options and Stock Appreciation Rights shall be forfeited upon such Participant's Termination of Employment, except as set forth below: (i) Upon a Participant's Termination of Employment by reason of death, any Option or Stock Appreciation Right held by the Participant that was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the first anniversary of the date of such death and (B) the expiration of the Term thereof; (ii) Upon a Participant's Termination of Employment by reason of Disability or Retirement, any Option or Stock Appreciation Right held by the Participant that was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the first anniversary of such Termination of Employment and (B) the expiration of the Term thereof; (iii) Upon a Participant's Termination of Employment for Cause, any Option or Stock Appreciation Right held by the Participant shall be forfeited, effective as of such Termination of Employment; (iv) Upon a Participant's Termination of Employment for any reasonproperty other than death, Disability, Retirementcash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or for Cause,other similar equity restructuring transaction, as that term is used in Financial Accounting Standards Board Accounting Standards Codification Topic 718 (or any Option or Stock Appreciation Right held by the Participant that was exercisable immediately before the Termination of Employment may be exercised at any time until the earlier of (A) the 90th day following such Termination of Employment and (B) expiration of the Term thereof; and (v) Notwithstanding the above provisions of this Section 5(i), if a Participant dies after such Participant's Termination of Employment but while any Option or Stock Appreciation Right remains exercisable as set forth above, such Option or Stock Appreciation Right may be exercised at any time until the later of (A) the earlier of (1) the first anniversary of the date of such death and (2) expiration of the Term thereof and (B) the last date on which such Option or Stock Appreciation Right would have been exercisable, absent this Section 5(i)(v)successor thereto).Committee shall have the power, in its discretion, to apply different rules concerning the consequencesconversion or exchange of a Termination of Employment;provided,however, that if such rules are less favorable to the Participant than those set forth above, such rules are set forth in the applicable Award Agreement. If an Incentive Stock Option is exercised after the expirationany convertible or exchangeable securities of the exercise periods that apply for purposes of Section 422 of the Code, such OptionCompany will thereafternot be treated as a Nonqualified Option. (j) Nontransferability of Options and Stock Appreciation Rights. No Option or Stock Appreciation Right shall be transferable by a Participant other than (i) by will or by the laws of descent and distribution, or (ii) in the case of a Nonqualified Option or Stock Appreciation Right, pursuant to a qualified domestic relations order or as otherwise expressly permitted by the Committee including, if so permitted, pursuant to a transfer to the Participant's family members or to a charitable organization, whether directly or indirectly or by means of a trust or partnership or otherwise. For purposes of this Plan, unless otherwise determined by the Committee, "family member" shall have the meaning given to such term in General Instructions A.1(a)(5) to Form S-8 under the Securities Act of 1933, as amended, and any successor thereto. A Tandem SAR shall be transferable only with the related Option as permitted by the preceding sentence. Any Option or Stock Appreciation Right shall be exercisable, subject to the terms of this Plan, only by the applicable Participant, the guardian or legal representative of such Participant, or any person to whom such Option or Stock Appreciation Right is permissibly transferred pursuant to this Section 5(j), it being understood that the term "Participant" includes such guardian, legal representative and other transferee;provided,however, that the term "Termination of Employment" shall continue to refer to the Termination of Employment of the original Participant.SECTION 6.RESTRICTED STOCK (a) Nature of Awards and Certificates. Shares of Restricted Stock are actual Shares issued to a Participant, and shall be evidenced in such manner as the Committee may deem appropriate, including book-entry registration or issuance of one or more stock certificates. Any certificate issued in respect of Shares of Restricted Stock shall be registered in the name of the applicable Participant and shall bear an appropriate legend referring to the terms, conditions, and restrictions applicable to such Award, substantially in the following form:"The transferability of this certificate and the shares of stock represented hereby are subject to the terms and conditions (including forfeiture) of the IAC/InterActiveCorp 2018 Stock and Annual Incentive Plan and an Award Agreement. Copies of such Plan and Agreement are on file at the offices of IAC/InterActiveCorp."The Committee may require that the certificates evidencing such shares be held in custody by the Company until the restrictions thereon shall have lapsed and that, as a condition of any Award of Restricted Stock, the applicable Participant shall have delivered a stock power, endorsed in blank, relating to the Common Stock covered by such Award. (b) Terms and Conditions. Shares of Restricted Stock shall be subject to the following terms and conditions: (i) The Committee shall, prior to or at the time of grant, condition the vesting or transferability of an Award of Restricted Stock upon the continued service of the applicable Participant or the attainment of Performance Goals, or the attainment of Performance Goals andthe continued service of the applicable Participant. The conditions for grant, vesting, or transferability and the other provisions of Restricted Stock Awards (including without limitation any Performance Goals) need not be the same with respect to each Participant. (ii) Subject to the provisions of the Plan and the applicable Award Agreement, so long as a Restricted Stock Award remains subject to the satisfaction of vesting conditions (the "RS Restriction Period"), the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Shares of Restricted Stock.Capitalization Adjustment.(iii) Except as provided in this Section 6 and in the applicable Award Agreement, the applicable Participant shall have, with respect to the Shares of Restricted Stock, all of the rights of a stockholder of the Company holding the class or series of Common Stock that is the subject of the Restricted Stock, including, if applicable, the right to vote the Shares and the right to receive any cash dividends. If so determined by the Committee in the applicable Award Agreement and subject to Section 14(e), (A) cash dividends on the class or series of Common Stock that is the subject of the Restricted Stock Award shall be automatically reinvested in additional Restricted Stock, held subject to the vesting of the underlying Restricted Stock, and (B) subject to any adjustment pursuant to Section 3(d), dividends payable in Common Stock shall be paid in the form of Restricted Stock of the same class as the Common Stock with which such dividend was paid, held subject to the vesting of the underlying Restricted Stock. (iv) Except as otherwise set forth in the applicable Award Agreement and subject to Section 10(b), upon a Participant's Termination of Employment for any reason during the RS Restriction Period or before the applicable Performance Goals are satisfied, all Shares of Restricted Stock still subject to restriction shall be forfeited by such Participant;provided,however, that the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of such Participant's Shares of Restricted Stock. (v) If and when any applicable Performance Goals are satisfied and the RS Restriction Period expires without a prior forfeiture of the Shares of Restricted Stock for which legended certificates have been issued, unlegended certificates for such Shares shall be delivered to the Participant upon surrender of the legended certificates.SECTION 7.RESTRICTED STOCK UNITS (a) Nature of Awards. Restricted Stock Units are Awards denominated in Shares that will be settled, subject to the terms and conditions of the Restricted Stock Units, in an amount in cash, Shares or both, based upon the Fair Market Value of a specified number of Shares. (b) Terms and Conditions. Restricted Stock Units shall be subject to the following terms and conditions: (i) The Committee shall, prior to or at the time of grant, condition the grant, vesting, or transferability of Restricted Stock Units upon the continued service of the applicable Participant or the attainment of Performance Goals, or the attainment of Performance Goals and the continued service of the applicable Participant. The conditions for grant, vesting or transferability and the other provisions of Restricted Stock Units (including without limitation any Performance Goals) need not be the same with respect to each Participant. (ii) Subject to the provisions of the Plan and the applicable Award Agreement, so long as an Award of Restricted Stock Units remains subject to the satisfaction of vesting conditions (the "RSU Restriction Period"), the Participant shall not be permitted to sell, assign, transfer, pledge or otherwise encumber Restricted Stock Units. (iii) The Award Agreement for Restricted Stock Units shall specify whether, to what extent and on what terms and conditions the applicable Participant shall be entitled to receive current or delayed payments of cash, Common Stock or other property corresponding to the dividends payable on the Common Stock (subject to Section 14(e) below). (iv) Except as otherwise set forth in the applicable Award Agreement, and subject to Section 10(b), upon a Participant's Termination of Employment for any reason during the RSU Restriction Period or before the applicable Performance Goals are satisfied, all Restricted Stock Units still subject to restriction shall be forfeited by such Participant;provided,however, that the Committee shall have the discretion to waive, in whole or in part, any or all remaining restrictions with respect to any or all of such Participant's Restricted Stock Units. (v) Except to the extent otherwise provided in the applicable Award Agreement, an award of Restricted Stock Units shall be settled as and when the Restricted Stock Units vest (but in no event later than March 15 of the calendar year following the end of the calendar year in which the Restricted Stock Units vest).SECTION 8.OTHER STOCK-BASED AWARDS Other Awards of Common Stock and other Awards that are valued in whole or in part by reference to, or are otherwise based upon or settled in, Common Stock, including (without limitation), unrestricted stock, performance units, dividend equivalents, and convertible debentures, may be granted under the Plan.SECTION 9.CASH-BASED AWARDS Cash-Based Awards may be granted under this Plan. Cash-Based Awards may be paid in cash or in Shares (valued at Fair Market Value as of the date of payment) as determined by the Committee.SECTION 10.CHANGE IN CONTROL PROVISIONS (a) Definition of Change in Control. Except as otherwise may be provided in an applicable Award Agreement, for purposes of the Plan, a "(h)�� “Change in Control" shall mean” means the occurrence of any of the following events:, other than a Permitted Holder, (a “Person”) of beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of equity securities of the Company representing more than 50% of the voting power of the then outstanding equity securities of the Company entitled to vote generally in the election of directors (the "“Outstanding Company Voting Securities"”);provided,however, that for purposes of this subsection (i), the following acquisitions shall not constitute a Change in Control: (A) any acquisition by the Company, (B) any acquisition directly from the Company, (C) any acquisition by any employee benefit plan (or related trust) sponsored or maintained by the Company or any corporation controlled by the Company, or (D) any acquisition pursuant to a transaction which complies with clauses (A), (B) and (C) of subsection (iii); or"“Incumbent Board"”) cease for any reason to constitute at least a majority of the Board;provided,however, that any individual becoming a director subsequent to the Effective Date, whose election, or nomination for election by the Company'sCompany’s stockholders, was approved by a vote of at least a majority of the directors then comprising the Incumbent Board, , or whose election was not opposed by Barry Diller voting as a stockholder so long as he is the Chairman and senior executive officer of the Company, shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of"“Business Combination"”), in each case, unless immediately following such Business Combination, (A) all or substantially all of the individuals and entities who were the beneficial owners of the Outstanding Company Voting Securities immediately prior to such Business Combination will beneficially own, directly or indirectly, more than 50% of the then outstanding combined voting power of the then outstanding voting securities entitled to vote generally in the election of directors (or equivalent governing body, if applicable) of the entity resulting from such Business Combination (including, without limitation, an entity which as a result of such transaction owns the Company or all or substantially all of the Company'sCompany’s assets either directly or through one or more subsidiaries) in substantially the same proportions as their ownership, immediately prior to such Business Combination of the Outstanding Company Voting Securities, (B) no Person (excluding a Permitted Holder, any employee benefit plan (or related trust) of the Company or such entity resulting from such Business Combination) will beneficially own, directly or indirectly, more than a majority of the combined voting power of the then outstanding voting securities of such entity except to the extent that such ownership of the Company existed prior to the Business Combination and (C) at least a majority of the members of the board of directors (or equivalent governing body, if applicable) of the entity resulting from such Business Combination will have been members of the Incumbent Board at the time of the initial agreement, or action of the Board, providing for such Business Combination; orCombination.(iv) ApprovalstockholdersU.S. Internal Revenue Service or the Treasury Department. Reference to any specific section of the Code shall be deemed to include such regulations and guidance, as well as any successor provision of the Code.complete liquidationshare of Common Stock determined as follows:dissolutionsuch other source as the Administrator deems reliable. If the relevant date occurs on a non-Trading Day (i.e., a weekend or holiday), the Fair Market Value will be such price on the immediately preceding Trading Day, unless otherwise determined by the Administrator; orCompany.Plan, which excludes the 423 Component, pursuant to which Purchase Rights that are not intended to satisfy the requirements for an Employee Stock Purchase Plan may be granted to Eligible Employees. (b) ImpactEvent/Double Trigger. Unless otherwisePurchase Rights that may be exercised during an Offering Period as further described in Section 4. For purposes of the Plan, the Administrator may designate separate Offerings under the Plan (the terms of which need not be identical) in which Eligible Employees of one or more Designated Companies will participate, even if the dates of the applicable Offering Periods of each such Offering are identical and the provisions of the Plan will separately apply to each Offering.applicable Award Agreement,Plan.3(d), 10(d)3(b) and 14(k), notwithstanding any other provision(c) hereof, and, for the 423 Component, the limitations imposed by Section 423(b) of thisthe Code.uponnotwithstanding, no Eligible Employee will be granted a Participant's TerminationPurchase Right under the Plan (i) to the extent that, immediately after the grant, such Eligible Employee (or any other person whose stock would be attributed to such Eligible Employee pursuant to Section 424(d) of Employment, during the two-year period followingCode) would own capital stock of the Company or any Parent or Subsidiary and/or hold outstanding options to purchase such stock possessing five percent (5%) or more of the total combined voting power or value of all classes of the capital stock of the Company or of any Parent or Subsidiary, or (ii) to the extent that their rights to purchase stock under all Employee Stock Purchase Plans of the Company or any Parent or Subsidiary accrues at a Changerate, which exceeds twenty-five thousand dollars ($25,000) worth of stock (determined at the Fair Market Value of the stock at the time such Purchase Right is granted) for each calendar year in Control,which such Purchase Right is outstanding at any time, as determined in accordance with Section 423 of the Code and the regulations thereunder.Causethe applicable Offering). In the event a Participant suspends their Contributions, such Participant’s Contributions prior to the suspension shall remain in their account and shall be applied to the purchase of shares of Common Stock on the next occurring Exercise Date and shall not be paid to such Participant unless their participation in the Plan terminates pursuant to Sections 9 or Disability10 hereof.for Good Reason (as defined below): (i) any Options and Stock Appreciation Rights outstanding as ofprior to such Termination of Employment which were outstandingsuspension effective as of the datebeginning of such Change in Control shall be fully exercisable and vested and shall remain exercisable until the later of (i) the last date on which such Option or Stock Appreciation Right would be exercisable in the absence of this Section 10(b) and (ii) the earlier of (A) the first anniversary of such ChangePurchase Period scheduled to end in Control and (B) expiration of the Term of such Option or Stock Appreciation Right; (ii) all Restricted Stock outstanding as of such Termination of Employment which were outstanding as of the date of such Change in Control shall become free of all restrictions and become fully vested and transferable; and (iii) all Restricted Stock Units outstanding as of such Termination of Employment which were outstanding as of the date of such Change in Control shall be considered to be earned and payable in full, and any restrictions shall lapse and such Restricted Stock Units shall be settled as promptly as is practicable (but in no event later than March 15 of the calendar year immediately following the end of the calendar year in which such suspension occurred (unless the RestrictedParticipant’s participation in the Plan is terminated pursuant to Sections 9 or 10 hereof).Units vest)on (a) the applicable Offering Date and (b) the applicable Exercise Date, rounded up to the nearest cent, or such other price designated by the Administrator. (c) For purposes8. Delivery. As soon as reasonably practicable after each Exercise Date on which a purchase of shares of Common Stock occurs, the Company will arrange the delivery to each Participant of the shares of Common Stock purchased upon exercise of their Purchase Right in a form determined by the Administrator (in its sole discretion) and pursuant to rules established by the Administrator. The Company may permit or require that shares be deposited directly with a broker designated by the Company or to a designated agent of the Company, and the Company may utilize electronic or automated methods of share transfer. The Company may require that shares of Common Stock be retained with such broker or agent for a designated period of time and/or may establish other procedures to permit tracking of disqualifying or other dispositions of such shares. No Participant will have any voting, dividend, or other stockholder rights with respect to shares of Common Stock subject to any Purchase Right granted under the Plan until such shares of Common Stock have been purchased and delivered to the Participant as provided in this Section 10, "8.Good Reason9. Withdrawal" means (i) "Good Reason" as defined in any Individual Agreement or Award Agreement.which the applicable Participant is a party, or (ii) if there is no such Individual Agreement or if it does not define Good Reason, without the Participant's prior written consent: (A) a material reductionwithdraw from participation in the Participant's ratePlan by submitting to the Company or a Company Designee a written or electronic notice of annual base salarywithdrawal in the form determined by the Administrator for such purpose (the “Withdrawal Notice”). The Withdrawal Notice may be submitted up to ten (10) calendar days prior to an Exercise Date to take effect for the respective Purchase Period, or by such date as may be determined by the Administrator in advance of an Offering. If the Participant has properly withdrawn from the Plan, all of the Participant’s Contributions credited to their account will be paid to such Participant as soon as administratively practicable without interest (unless otherwise required by Applicable Laws) after receipt of the Withdrawal Notice and such Participant’s Purchase Right for the respective Offering Period will be automatically terminated, and no further Contributions for the purchase of shares of Common Stock will be made for such Offering Period.rateannual base salaryEmployment. Upon a Participant’s ceasing to be an Eligible Employee, for any reason, he or she will be deemed to have elected to withdraw from the Plan and the Contributions credited to such Participant’s account during the Offering Period but not yet used to purchase shares of Common Stock under the Plan will be returned to such Participant as soon as administratively practicable without interest (unless otherwise required by Applicable Laws), and such Participant’s Purchase Right will be automatically terminated. Unless otherwise determined by the Administrator in a manner that, with respect to an Offering under the 423 Component, is permitted by, and compliant with, Section 423 of the Code, a Participant whose employment transfers between the Company and a Designated Company or between Designated Companies through a termination with an immediate rehire (with no break in service) will not be treated as terminated under the Plan. If a Participant transfers employment from the Company or any Designated 423 Company to any Designated Non-423 Company, such transfer shall not be treated as a termination of employment, but the Participant shall immediately cease to participate in the 423 Component; however, any Contributions made for the Offering Period in which such transfer occurs shall be transferred to the Non-423 Component, and such Participant shall immediately join the then-current Offering under the Non-423 Component upon the same terms and conditions in effect for the Participant’s participation in the 423 Component, except for such modifications otherwise applicable for Participants in the then-current Offering under the Non-423 Component. A Participant who transfers employment from any Designated Non-423 Company to the Company or any Designated 423 Company shall not be treated as terminating the Participant’s employment and shall remain a Participant in the Non-423 Component until the earlier of (i) the end of the current Offering Period under the Non-423 Component, or (ii) the Offering Date of the first Offering Period in which the Participant is eligible to participate following such transfer. Notwithstanding the foregoing, the Administrator may establish different rules to govern transfers of employment between the Company, Designated 423 Companies and Designated Non-423 Companies, consistent with the applicable requirements of Section 423 of the Code.(B)each outstanding Purchase Right will be assumed or an equivalent Purchase Right substituted by the successor corporation or a relocationParent or Subsidiary of the Participant's principal place of business more than 35 miles from the city in which such Participant's principal place of business was located immediately prior to the Change in Control or (C) a material and demonstrable adverse change in the nature and scope of the Participant's duties from those in effect immediately prior to the Change in Control. In order to invoke a Termination of Employment for Good Reason, a Participant shall provide written notice to the Company of the existence of one or more of the conditions described in clauses (A) through (C) within 90 days following the Participant's knowledge of the initial existence of such condition or conditions, and the Company shall have 30 days following receipt of such written notice (the "Cure Period") during which it may remedy the condition.successor corporation. In the event that the Change in Control does not include or result in a successor corporation or the successor corporation refuses to assume or substitute for any Purchase Right, the Offering Period with respect to which such Purchase Right relates will be shortened by setting a New Exercise Date on which such Offering Period will end, unless provided otherwise by the Administrator. The New Exercise Date will occur before the date of the Company’s proposed Change in Control. The Administrator will notify each Participant in writing or electronically prior to the New Exercise Date, that the Exercise Date for the Participant’s Purchase Right has been changed to the New Exercise Date and that the Participant’s Purchase Right will be exercised automatically on the New Exercise Date (unless the Participant’s participation in the Plan is terminated as pursuant to Sections 9 or 10 hereof).failsunder or in connection with the Plan will be deemed to remedyhave been duly given when received in the form and manner specified by the Company at the location, or by the person, designated by the Company for the receipt thereof.constituting Good Reason duringto the Cure Period,exercise of a Purchase Right, the Company may require the Participant must terminate employment,exercising such Purchase Right to represent and warrant at the time of any such exercise that the shares are being purchased only for investment and without any present intention to sell or distribute such shares if, at all, within 90 days followingin the Cure Period in orderopinion of counsel for the Company, such Termination of Employment to constitute a Termination of Employment for Good Reason.representation is required by Applicable Laws.(d) Notwithstandingany Award isthe Administrator determines that an option granted under the Plan may be subject to Section 409A or that any provision in the Plan would cause an option under the Plan to be subject to Section 409A, the Administrator may amend the terms of the Code, thisPlan and/or of an outstanding Purchase Right granted under the Plan, or take such other action the Administrator determines is necessary or appropriate, in each case, without the Participant’s consent, to exempt any outstanding Purchase Right or future Purchase Right that may be granted under the Plan from or to allow any such Purchase Rights to comply with Section 10 shall be applicable409A, but only to the extent specifically provided inany such amendments or action by the Award AgreementAdministrator would not violate Section 409A. Notwithstanding the foregoing, the Company and any of its Parent or inSubsidiaries shall have no obligation to reimburse, indemnify, or hold harmless a Participant or any other party if the Individual Agreement.SECTION 11.SECTION 16(b) The provisions of thisPurchase Right under the Plan arethat is intended to ensurebe exempt from or compliant with Section 409A is not so exempt or compliant or for any action taken by the Administrator with respect thereto. The Company makes no representation that no transactionthe Purchase Right under the Plan is compliant with Section 409A.(and allApplicable Laws, such transactions willwithholding obligation may be exempt from)satsified in whole or in part by (i) withholding from the short-swing recovery rules of Section 16(b)Participant’s salary or any other cash payment due to the Participant from the Company, a Subsidiary or an Affiliate; (ii) withholding from the proceeds of the Exchange Act ("Section 16(b)"). Accordingly, the compositionsale of the Committee shall be subject to such limitations as the Board deems appropriate to permit transactions pursuant to this Plan to be exempt (pursuant to Rule 16b-3 promulgated under the Exchange Act) from Section 16(b), and no delegationshares of authority by the Committee shall be permitted if such delegation would cause any such transaction to be subject to (and not exempt from) Section 16(b).SECTION 12.TERM, AMENDMENT AND TERMINATION (a) Effectiveness. The Board approved this Plan on April 27, 2018. The effective date (the "Effective Date") of this Plan is the date that the Plan is approved by the Company's stockholders. (b) Termination. The Plan will terminate on the tenth anniversary of the Effective Date. Awards outstanding as of such date shall not be affected or impaired by the termination of the Plan. (c) Amendment of Plan. The Board may amend, alter, or discontinue the Plan, but no amendment, alteration or discontinuation shall be made which would materially impair the rights of the Participant with respect to a previously granted Award without such Participant's consent, except such an amendment made to comply with applicable law (including without limitation Section 409A of the Code), stock exchange rules or accounting rules. In addition, no such amendment shall be made without the approval of the Company's stockholders to the extent such approval is required by applicable law or the listing standards of the Applicable Exchange. (d) Amendment of Awards. Subject to Section 5(d), the Committee may unilaterally amend the terms of any Award theretofore granted, but no such amendment shall, without the Participant's consent, materially impair the rights of any Participant with respect to an Award, except such an amendment made to cause the Plan or Award to comply with applicable law, stock exchange rules or accounting rules.SECTION 13.UNFUNDED STATUS OF PLAN It is intended that the Plan constitute an "unfunded" plan. Solely to the extent permitted under Section 409A, the Committee may authorize the creation of trusts or other arrangements to meet the obligations createdCommon Stock acquired under the Plan to deliver Common Stock, either through a voluntary sale or make payments;provided,however, thata mandatory sale arranged by the existence of such trustsCompany; or other arrangements is consistent with the "unfunded" status of the Plan.SECTION 14.GENERAL PROVISIONS (a) Conditions for Issuance. The Committee may require each person purchasing or receiving Shares pursuant to an Award to represent to and agree with the Company in writing that such person is acquiring the Shares without a view to the distribution thereof. The certificates for such Shares may include any legend which the Committee deems appropriate to reflect any restrictions on transfer. Notwithstanding(iii) any other provision ofmethod deemed acceptable by the Plan or agreements made pursuant thereto, theAdministrator. The Company shall not be required to issue or deliver any certificate or certificates for Sharesshares of Common Stock under the Plan prioruntil such obligations are satisfied.fulfillment of all ofapproval by the following conditions: (i) listing or approval for listing upon notice of issuance, of such Shares on the Applicable Exchange; (ii) any registration or other qualification of such Sharesstockholders of the Company under any state or federal law or regulation, orwithin twelve (12) months after the maintaining in effect of any such registration or other qualification which the Committee shall, in its absolute discretion upon the advice of counsel, deem necessary or advisable; and (iii) obtaining any other consent,Effective Date. Such stockholder approval or permit from any state or federal governmental agency which the Committee shall, in its absolute discretion after receiving the advice of counsel, determine towill be necessary or advisable. (b) Additional Compensation Arrangements. Nothing containedobtained in the Plan shall prevent the Company or any Subsidiary or Affiliate from adopting other or additional compensation arrangements for its employees. (c) No Contract of Employment. The Plan shall not constitute a contract of employment,manner and adoption of the Plan shall not confer upon any employee any right to continued employment, nor shall it interfere in any way with the right of the Company or any Subsidiary or Affiliate to terminate the employment of any employee at any time. (d) Required Taxes. No later than the date as of which an amount first becomes includible in the gross income of a Participant for federal, state, local or foreign income or employment or other tax purposes with respect to any Award under the Plan, such Participant shall pay to the Company, or make arrangements satisfactory to the Company regarding the payment of, any federal, state, local or foreign taxes of any kinddegree required by law to be withheld with respect to such amount. If determined by the Company, withholding obligations may be settled with Common Stock, including Common Stock that is part of the Award that gives rise to the withholding requirement. The obligations of the Company under the Plan shall be conditional on such payment or arrangements, and the Company and its Affiliates shall, to the extent permitted by law, have the right to deduct any such taxes from any payment otherwise due to such Participant. The Committee may establish such procedures as it deems appropriate, including making irrevocable elections, for the settlement of withholding obligations with Common Stock.Applicable Laws. (e) Limitation on Dividend Reinvestment and Dividend Equivalents. Reinvestment of dividends in additional Restricted Stock at the time of any dividend payment, and the payment of Shares with respect to dividends to Participants holding Awards of Restricted Stock Units, shall only be permissible if sufficient Shares are available under Section 3 for such reinvestment or payment (taking into account then outstanding Awards). In the event that sufficient Shares are not available for such reinvestment or payment, such reinvestment or payment shall be made in the form of a grant of Restricted Stock Units equal in number to the Shares that would have been obtained by such payment or reinvestment, the terms of which Restricted Stock Units shall provide for settlement in cash and for dividend equivalent reinvestment in further Restricted Stock Units on the terms contemplated by this Section 14(e). (f)23. Designation of Death Beneficiary. The Committee shall establish such procedures as it deems appropriate for a Participant to designate a beneficiary to whom any amounts payable in the event of such Participant's death are to be paid or by whom any rights of such eligible Individual, after such Participant's death, may be exercised. (g) Subsidiary Employees. In the case of a grant of an Award to any employee of a Subsidiary, the Company may, if the Committee so directs, issue or transfer the Shares, if any, covered by the Award to the Subsidiary, for such lawful consideration as the Committee may specify, upon the condition or understanding that the Subsidiary will transfer the Shares to the employee in accordance with the terms of the Award specified by the Committee pursuant to the provisions of the Plan. All Shares underlying Awards that are forfeited or canceled shall revert to the Company. (h) Governing Law and Interpretation.. The Plan and all Awards made and actions taken thereunder shall be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws. The captions of this Plan are not part of the provisions hereof and shall have no force or effect. (i)24. Non-Transferability. Except as otherwise provided in Section 5(j) or by the Committee, Awards under the Plan are not transferable except by will or by laws of descent and distribution. (j) Foreign Employees and Foreign Law Considerations. The Committee may grant AwardsNo Right to Eligible Individuals who are foreign nationals, who are located outside the United States or who are not compensated from a payroll maintained in the United States, or who are otherwise subject to (or could cause the Company to be subject to) legal or regulatory provisions of countries or jurisdictions outside the United States, on such terms and conditions different from those specifiedEmployment. Participation in the Plan by a Participant will not be construed as may, ingiving a Participant the judgmentright to be retained as an employee of the Committee, be necessaryCompany or desirable to foster and promote achievementany Subsidiary or Affiliate. Furthermore, the Company or a Subsidiary or Affiliate, as applicable, may dismiss a Participant from employment at any time, free from any liability or any claim under the Plan.purposesPlan is or becomes or is deemed to be invalid, illegal, or unenforceable for any reason in any jurisdiction or as to any Participant, such invalidity, illegality or unenforceability will not affect the remaining parts of the Plan, and in furtherancethe Plan will be construed and enforced as to such jurisdiction or Participant as if the invalid, illegal or unenforceable provision had not been included.such purposes, the Committee may make such modifications, amendments, procedures, or subplans as may be necessary or advisablethis Plan are intended to comply with such legal or regulatory provisions. (k) Section 409A of the Code. It is the intention of the Company that no Award shall be "deferred compensation" subject to Section 409A of the Code, unlessall Applicable Laws and to the extent that the Committee specifically determines otherwise as provided in this Section 14(k), and the Plan and the terms and conditions of all Awards shall be interpreted accordingly. The terms and conditions governing any Awards that the Committee determines will be subject to Section 409A of the Code, including any rules for elective or mandatory deferral of the delivery of cash or Shares pursuant thereto and any rules regarding treatment of such Awards in the event of a Change in Control, shall be set forth in the applicable Award Agreement, and shall comply in all respects with Section 409A of the Code. Notwithstanding any other provision of the Plan to the contrary, with respect to any Award that constitutes a "nonqualified deferred compensation plan" subject to Section 409A of the Code, if the Participant is a "specified employee" within the meaning of Section 409A of the Code, any payments (whether in cash, Shares or other property) to be made with respect to the Award upon the Participant's Termination of Employment shall be delayed until the earlier of (A) the first day of the seventh month following the Participant's Termination of Employment and (B) the Participant's death. Each payment under any Award shall be treated as a separate payment for purposes of Section 409A of the Code. In no event may a Participant, directly or indirectly, designate the calendar year of any payment to be made under any Award.construed accordingly.
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com MATCH GROUP, INC. 8750 NORTH CENTRAL EXPRESSWAY SUITE 1400 DALLAS, TX 75231 Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/MTCH2021 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: D53179-P55883 KEEP THIS PORTION FOR YOUR RECORDS MATCH GROUP, INC. The Board of Directors recommends you vote FOR the following proposals: 1.Election of Directors Nominees:For Against Abstain To approve the Match Group, Inc. 2021 Global Employee Stock Purchase Plan. Ratification of the appointment of Ernst & Young LLP as Match Group, Inc.'s independent registered public accounting firm for 2021. !!! !!! Note: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date DETACH AND RETURN THIS PORTION ONLY 
Match Group, Inc. XXXX XXXX XXXX XXXX Meeting Information Meeting Type:Annual Meeting For holders as of:April 16, 2021 Date: June 15, 2021Time: 4:00 p.m. Eastern Time Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/MTCH2021. The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/MTCH2021 and be sure to have the information that is printed in the box marked by the arrow (located on the reverse side). Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. D53180-P55883 Match Group, Inc. Annual Meeting of Stockholders June 15, 2021, 4:00 p.m. Eastern Time This proxy is solicited by the Board of Directors The undersigned stockholder of Match Group, Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement and hereby appoints each of Philip D. Eigenmann, Jared F. Sine and Francisco J. Villamar, proxy and attorney-in-fact, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of Match Group, Inc. to be held on June 15, 2021 at 4:00 p.m. Eastern Time, at www.virtualshareholdermeeting.com/MTCH2021, and at any related adjournments or postponements, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" EACH OF THE PROPOSALS LISTED, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OR POSTPONEMENT OF THE MEETING. Continued and to be signed on reverse side VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. IAC/INTERACTIVECORP ATTN: JOANNE HAWKINS 555 WEST 18TH STREET NEW YORK, NY 10011 During The Meeting - Go to www.virtualshareholdermeeting.com/IACI2018 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E46446-P08000 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. IAC/INTERACTIVECORP The Board of Directors recommends that you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ! !! 1. Election of Directors Nominees: 01) 02) 03) 04) 05) 06) Edgar Bronfman, Jr. Chelsea Clinton Barry Diller Michael D. Eisner Bonnie S. Hammer Victor A. Kaufman 07) 08) 09) 10) 11) 12) Joseph Levin Bryan Lourd* David Rosenblatt Alan G. Spoon* Alexander von Furstenberg Richard F. Zannino* *To be voted upon by the holders of Common Stock voting as a separate class. For Against Abstain The Board of Directors recommends that you vote FOR proposal 2: ! ! ! 2. To approve the 2018 Stock Plan Proposal. The Board of Directors recommends that you vote FOR proposal 3: ! ! ! 3. Ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for 2018. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E46447-P08000 IAC/INTERACTIVECORP Annual Meeting of Stockholders June 28, 2018 9:00 a.m. This proxy is solicited by the Board of Directors The undersigned stockholder of IAC/InterActiveCorp, a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated May 8, 2018 and hereby appoints each of Joanne Hawkins, Glenn H. Schiffman and Gregg Winiarski, as proxy and attorney-in-fact, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of IAC/InterActiveCorp to be held on June 28, 2018, at 9:00 a.m. Eastern Daylight Time, live via the Internet at www.virtualshareholdermeeting.com/IACI2018, and at any related adjournments or postponements, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED ”FOR” EACH OF THE PROPOSALS LISTED (OR OTHERWISE CONSISTENT WITH THE BOARD'S RECOMMENDATION), AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OR POSTPONEMENT OF THE MEETING. Continued and to be signed on reverse side
VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. IAC/INTERACTIVECORP ATTN: JOANNE HAWKINS 555 WEST 18TH STREET NEW YORK, NY 10011 During The Meeting - Go to www.virtualshareholdermeeting.com/IACI2018 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E46448-P08000 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. IAC/INTERACTIVECORP The Board of Directors recommends that you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ! ! ! 1. Election of Directors Nominees: 01) 02) 03) 04) 05) Edgar Bronfman, Jr. Chelsea Clinton Barry Diller Michael D. Eisner Bonnie S. Hammer 06) 07) 08) 09) Victor A. Kaufman Joseph Levin David Rosenblatt Alexander von Furstenberg The Board of Directors recommends that you vote FOR proposal 2: For Against Abstain ! ! ! 2. To approve the 2018 Stock Plan Proposal. The Board of Directors recommends that you vote FOR proposal 3: ! ! ! 3. Ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for 2018. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E46449-P08000 IAC/INTERACTIVECORP Annual Meeting of Stockholders June 28, 2018 9:00 a.m. This proxy is solicited by the Board of Directors The undersigned stockholder of IAC/InterActiveCorp, a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated May 8, 2018 and hereby appoints each of Joanne Hawkins, Glenn H. Schiffman and Gregg Winiarski, as proxy and attorney-in-fact, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of IAC/InterActiveCorp to be held on June 28, 2018, at 9:00 a.m. Eastern Daylight Time, live via the Internet at www.virtualshareholdermeeting.com/IACI2018, and at any related adjournments or postponements, and to vote all shares of Class B Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED ”FOR” EACH OF THE PROPOSALS LISTED (OR OTHERWISE CONSISTENT WITH THE BOARD'S RECOMMENDATION), AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OR POSTPONEMENT OF THE MEETING. Continued and to be signed on reverse side