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Board. level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. Glenn H. Schiffman, age Chief Financial Officer of Qunar.com (a publicly traded, leading online travel platform) from March 2014 to January 2016. Before joining Qunar.com, Ms. Zhao served as an executive director in the various businesses, coupled with the oversight of our strategic goals and vision by a Chairman who has a wealth of unique knowledge and experience regarding us and our businesses, as well as public company expertise. At this time, we believe that this leadership structure is the most appropriate one for the Company and its stockholders. determinations is obtained from director responses to questionnaires circulated by Company management, as well as from Company records and publicly available information. Once an independence determination is made, Company management monitors those transactions, relationships and arrangements that were relevant to such determination, 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 a prior independence determination. our business, including 45% female representation on our Board. 20. holding the advisory vote on executive compensation in the future. In casting your advisory vote, you may indicate whether you prefer that we seek an advisory vote every one, two or three years. You may also abstain from voting on this matter. 2021. Audit Fees Audit-Related Fees Total Audit and Audit-Related Fees Tax Fees Total FeesANGIAngi shares in street name?ANGIAngi shares are registered in your name, you are a stockholder of record. If your ANGIAngi shares are held in the name of your broker, bank or other holder of record, your shares are held in street name.28, 202019, 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 the New York City offices of IAC/InterActiveCorp, located at 555 West 18th Street, New York, New York 10011.ANGIAngi Class A common stock that you hold. If you hold your ANGIAngi shares in street name through one or more banks, brokers and/ANGIAngi shares. If you are a stockholder of record and hold additional ANGIAngi shares in street name, you will receive proxy materials from Broadridge and the third party or parties through which you hold your ANGIAngi shares.ANGIAngi Class A common stock and ANGIAngi Class B common stock at the Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/ANGI2020ANGI2021 will be deemed to be in person attendees for purposes of determining whether a quorum has been met. Shares of ANGIAngi Class A common stock and ANGIAngi 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.ANGIAngi stockholders vote on at the Annual Meeting?ANGI Angi stockholders will vote on the following proposals:•ANGIAngi Board of Directors, each to hold office until the next succeeding annual meeting of stockholders 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 the Board);20202021 fiscal year; andANGIAngi Board of Directors?ANGIAngi Class A common stock and Class B common stock (hereinafter collectively referred to as "ANGI“Angi capital stock"stock”) voting together, with each share of ANGIAngi Class A common stock and Class B common stock representing the right to one and ten vote(s), respectively. Pursuant to the Investor Rights Agreement, IAC is required to vote all of its shares of ANGI Class B common stock in favor of Thomas R. Evans and Angela R. Hicks Bowman (or their replacements, should either be unable or unwilling to serve, appointed pursuant to the terms of the Investor Rights Agreement and as summarized below under the caption Director Nominations on page 12).ANGI'sAngi’s independent registered public accounting firm for 20202021 and what votes are required to ratify this appointment?ANGI'sAngi’s independent registered public accounting firm for 20202021 requires the affirmative vote of holders of a majority of the voting power of shares of ANGIAngi capital stock present at the Annual Meeting in person or represented by proxy and voting together.ANGI'sAngi’s independent registered public accounting firm for 2020.2021.IAC'sIAC’s ownership of all of the shares of ANGIAngi Class B common stock outstanding affect votes cast in connection with the Annual Meeting?28, 202019, 2021 (the Annual Meeting record date), IAC beneficially owned and had the right to vote all of the shares of ANGIAngi Class B common outstanding, which holdings represented approximately 98.2% of the voting power of shares of ANGIAngi capital stock entitled to vote at the Annual Meeting. As a result, regardless of the vote of any other ANGIAngi stockholder, IAC has control over the vote on each matter submitted for stockholder approval at the Annual Meeting.ANGIAngi officers who have been designated as proxies for the Annual Meeting, Joanne Hawkins, Shannon Shaw and Tanya M. Stanich, will each have the discretion to vote on those matters for stockholders who have submitted their proxy.ANGIAngi 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 in any of three ways:•www.proxyvote.comwww.proxyvote.com.. Internet proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Daylight Time, on Tuesday, June 23, 2020;8, 2021;Table of Contents••23, 2020;8, 2021; orANGI2020ANGI2021 and vote your shares online at that time, even if you have previously submitted your vote. To do so, you will need the sixteen-digit control number included on your Notice, your proxy card or the instructions from your broker that accompanied your proxy materials.ANGIAngi Class A common stock held in street name, holders may submit a proxy online or by telephone before the date of the Annual Meeting if their broker, bank and/or other holder of record makes these methods available. If you submit a proxy online or by telephone,DO NOTrequest and return a printed proxy card from ANGIAngi or from your broker, bank and/or other holder of record. If you hold your shares through a broker, bank and/or other holder of record, follow the voting instructions you receive from your broker, bank and/or other holder of record.ANGIAngi shares in street name, will my broker, bank or other holder of record vote my shares for me?ANGIAngi Class A 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 depends on the type of item being considered for a vote.ANGIAngi Class A common stock will be represented by "broker non-votes"“broker non-votes” in the case of this proposal.ANGI'sAngi’s independent registered public accounting firm for 20202021 is a discretionary item. Generally, brokers, banks and/or other holders of record that do not receive voting instructions from you may vote on this proposal in their discretion and these votes will be counted for purposes of determining a quorum.ANGI2020ANGI2021 (although(although virtual attendance at the Annual Meeting will not, by itself, change your vote or revoke a proxy).ANGIAngi Class A common stock 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.ANGI'sAngi’s independent registered public accounting firm for the 20202021 fiscal year.ANGI Angi bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitations by mail, directors, officers and employees of ANGIAngi may solicit proxies from stockholders by various means, including by telephone, e-mail, letter or in person. Following the initial mailing of the Notice and proxy materials, ANGIAngi will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of ANGIAngi Class A common stock and to request authority for the exercise of proxies. In such cases, ANGI,Angi, upon the request of these holders of record, will reimburse these parties for their reasonable expenses.ANGI2020ANGI2021and vote at that time and/or would like copies of any of the documents referred to in this proxy statement, contact ANGIAngi Investor Relations at 1.212.314.7400 orir@angihomeservices.comir@angihomeservices.com.director'sdirector’s successor shall have been duly elected and qualified (or, if earlier, such director'sdirector’s removal or resignation from the Board). As described under the caption Director Nominations on page 12,10, pursuant to the Investor Rights Agreement, six directors are nominated by IAC and the remaining five directors are nominated by the ANGIAngi Board. IAC has nominated Kendall Handler, Joseph Levin, Glenn H. Schiffman, Craig Smith, Mark Stein, Suzy Welch and Gregg Winiarski. The ANGIAngi Board has nominated Alesia J. Haas, William B. Ridenour and Yilu Zhao and, as required by the Investor Rights Agreement,Oisin Hanrahan, Angela R. Hicks Bowman, and Thomas R. Evans.Evans and Yilu Zhao. Information concerning director nominees all of whom are incumbent directors, appears below.ANGIAngi management does not anticipate that any of the director nominees named below 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; provided, however, that if any of Messrs. Evans, Levin, Schiffman, Smith, Stein and/or Winiarski and/or Mses. Hicks Bowman and/or Welch are unable or unwilling to stand for election, their replacements shall be designated in the manner set forth in the Investor Rights Agreement and as summarized below under the caption Director Nominations on page 12.ANGIAngi capital stock voting together as a single class. Pursuant to the Investor Rights Agreement, IAC has agreed to vote all of its shares of ANGI Class B common stock in favor of Thomas R. Evans and Angela R. Hicks Bowman (or their replacements).65,66, has been a director of ANGIAngi since September 2017. Mr. Evans served as President and Chief Executive Officer of Bankrate, Inc. (a digital publisher of consumer financial content and rate information ("Bankrate"(“Bankrate”)) from June 2004 to December 2013, during which time he also served as a member of the board of directors of Bankrate. Following his retirement from Bankrate, Mr. Evans served as an advisor to the board of directors of Bankrate through December 2015. Prior to his tenure at Bankrate, Mr. Evans served as Chairman and Chief Executive Officer of Official Payments Corp. (a company specializing in the online processing of consumer credit card payments for government taxes, fees and fines) from August 1999 to September 2003, and as President and Chief Executive Officer of GeoCities Inc. (a community of personal websites) from March 1998 to June 1999. Prior to his digital experience, Mr. Evans was a 20-year veteran of the magazine business, having served as President and Publisher of U.S. News & World Report, President of The Atlantic Monthly and President and Publisher of Fast Company, which he launched in 1995. Mr. Evans has served as a member of the board of directors of Shutterstock, Inc. (a stock photography, stock footage, stock music and editing tools provider) since March 2012 and served as a member of the boards of directors of Millennial Media, Inc. (a public mobile marketplace company), Future Fuel Corp. (a public chemical manufacturing company) and Angie'sAngie’s List during the past five years.from February 2016 to September 2017. Mr. Evans is one of two directors initially selected by Angie'sAngie’s List from its board of directors to serve as ANGIAngi directors following the Combination and whom the Board is obligated to nominate for election at this year'sAnnual Meeting.Combination. Mr. Evans has experience as a public company chief executive officer and advisor, as well as extensive digital experience in a variety of industries, a high level of financial literacy and insight into the media industry.43,44, has been a director of ANGIAngi since September 2017. Ms. Haas has served as Chief Financial Officer of Coinbase Global Inc. (a private cryptocurrency exchange fund ("Coinbase"(“Coinbase”)) since April 2018. Prior to joining Coinbase, Mr.Ms. Haas served as Chief Financial Officer of Och Ziff Capital Management LLC (a publicly traded, global institutional alternative asset manager ("(“Och Ziff"Ziff”)) from December 2016 to April 2018. Prior to joining Och Ziff, Ms. Haas served as Chief Financial Officer of OneWest Bank, NA (a California based commercial bank ("(“OneWest Bank"Bank”)) from January 2013 until its acquisition by CIT Group Inc. in August 2015. Prior to her tenure as Chief Financial Officer of OneWest Bank, Ms. Haas served as Interim Chief Financial Officer of OneWest Bank from September 2012 to January 2013 and Head of Strategy for OneWest Bank from March 2009 to August 2015. Ms. Haas served as a member of the board of directors of Sears Holding Corporation (a leading integrated (digital and physical) retailer) during the past five years. In nominating Ms. Haas, the Board considered her serviceexperience serving as a public company chief financial officer, including the attendant risk oversight duties, and high level of financial literacy.47,48, who also goes by Angie Hicks, has been a director of ANGIAngi and served as our Chief Customer Officer since September 2017. Prior to serving in these roles, Ms. Hicks Bowman co-founded Angie'sAngie’s List in 1995 and served as its Chief Marketing Officer from May 2000 to September 2017 and as member of its board of directors from March 2013 to September 2017. Ms. Hicks Bowman earned a Bachelor of Arts in Economics from DePauw University, from which she received a Distinguished Alumni Award for Management and Entrepreneurship and the Robert C. McDermond Medal for Excellence in Entrepreneurship, and a Master of Business Administration degree from Harvard Business School. Ms. Hicks Bowman has received multiple awards for her entrepreneurial achievements, as well as her leadership in both the community and the technology field, including (among others) being awarded both the TechPoint Trailblazer Award and Harvard Business School'sSchool’s Alumni Achievement Award in 2017. Ms. Hicks Bowman is one of two directors initially selected by Angie'sAngie’s List from its board of directors to serve as ANGIAngi directors following the Combination and whom the Board is obligated to nominate at this year's Annual Meeting.Combination. Ms. Hicks Bowman currently serves as our Chief Customer Officer and has unique knowledge and experience regarding Angie'sAngie’s List, as well as leadership and operational experience, all of which she has gained as a co-founder of Angie'sAngie’s List and through her role as Chief Marketing Officer of Angie'sAngie’s List prior to the Combination.40,41, has been Chairman of our Board since September 2017. Mr. Levin has served as Chief Executive Officer and a director of IAC since June 2015. Prior to his appointment as Chief Executive Officer of IAC, Mr. Levin served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC'sIAC’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. Mr. Levin has also served on the board of directors of Match Group, Inc. since October 2015 and currently serves as Chairman of the board of Match Group, 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 Groupon, Inc. (from March 2017 to July 2019). In addition to his for-profit affiliations, Mr. Levin serves on the Undergraduate Executive Board of Wharton School. Mr. Levin was nominated by IAC pursuant to the Investor Rights Agreement. Mr. Levin has unique knowledge and experience regarding ANGIAngi and its businesses that he has gained through his various roles with IAC since 2003, most recently his role as Chief Executive Officer of IAC, as well as a highWilliam B. Ridenour age 47, has served as a director and Chief Executive Officer of ANGI since November 2018. Prior to serving in these roles, he served as Chief Product Officer of ANGI from September 2017. In this role, Mr. Ridenour managed web and mobile product strategy, product design and development and technology operations for the Company's various brands in the United States, as well managed the operations of mHelpDesk and CraftJack. Prior to serving in this role, Mr. Ridenour served as Chief Product Officer and Chief Technology Officer of HomeAdvisor (US) from November 2011. Prior to joining HomeAdvisor (US), Mr. Ridenour was the Senior Vice President of eCommerce at Nutrisystem, Inc. from April 2007 through November 2011. In nominating Mr. Ridenour, the Board considered his role as Chief Executive Officer of ANGI and his unique knowledge and experience regarding our HomeAdvisor Business and the products and technology of the Company's various brands, as well as the operations of the Company's domestic subsidiaries generally, all of which he has gained through his roles as Chief Executive Officer and Chief Product Officer of ANGI and Chief Product and Chief Technology Officer of HomeAdvisor (US).50,51, has served as a director of ANGIAngi since June 2017 and currently serves as Interim Chief Financial Officer of Angi since January 2021 and previously served as Chief Financial Officer of ANGIAngi from September 2017 to March 2019. Mr. Schiffman has served as Executive Vice President and Chief Financial Officer of IAC since April 2016. 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 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 atSchiffman'sSchiffman’s roles at Nomura followed Nomura's acquisition of Lehman'sLehman’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 board of directors of Match Group, Inc. since September 2016. Mr. Schiffman was nominated by IAC pursuant to the Investor Rights Agreement. Mr. Schiffman servedcurrently serves as interim Chief Financial Officer of ANGIAngi and also has gained unique knowledge and experience regarding ANGIAngi and its businesses that he has gained through his role as Executive Vice President and Chief ExecutiveFinancial Officer of IAC,IAC. Mr. Schiffman also has risk management experience gained in his role as Chief Financial Officer, as well as a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. Mr. Schiffman also has investment banking experience, which gives him particular insight into trends in capital markets and the technology and media industries.Craig SmithMark Stein, age 44,53, has served as a director of ANGI since November 2018 and as President and Chief Operating Officer of ANGI since September 2017. In his current role, Mr. Smith oversees the Company's operations, including the sales forces for its principal brands in the United States, as well as manages the operations of the Company's Handy, HomeStars, CraftJack, mHelpDesk and Fix'd businesses. Prior to serving in this role, Mr. Smith served as President and Chief Operating Officer of HomeAdvisor (US) from July 2000. Prior to joining HomeAdvisor (US), Mr. Smith worked as an investment analyst for the El Pomar Foundation from June 1997 to July 2000. Mr. Smith was nominated by IAC pursuant to the Investor Rights Agreement. Mr. Smith currently serves as President and Chief Operating Officer of ANGI and has unique knowledge and experience regarding our HomeAdvisor Business, as well as the operations of the Company's domestic subsidiaries (particularly their respective sales forces), all of which he has gained through his roles ad President and Chief Operating Officer of ANGI and HomeAdvisor (US).Mark Stein, age 52, has served as a director of ANGIAngi since September 2017. Mr. Stein has served as Executive Vice President and Chief Strategy Officer of IAC since January 2016 and prior to that time, 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'sIAC’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 board of directors of Match Group, Inc. since November 2015. Mr. Stein was nominated by IAC pursuant to the Investor Rights Agreement.ANGIAngi and its businesses that he has gained through his various roles with IAC since 2005, as well as high levels of financial and legal literacy, experience in operating a variety of online consumer service businesses and expertise regarding investments, partnerships and other strategic transactions.59,60, has served as a director of ANGIAngi since September 2017. Ms. Welch is a business journalist, public speaker and author of the New York Times bestseller10-10-10: A Life Transforming Idea, a guide to values-driven decision making. Ms. Welch is also a co-author of the international best-sellers,The Real Life MBAandWinning. In addition to her writing and public speaking, Ms. Welch has served as a television commentator for numerous networks since 2002, and exclusively for NBC and CNBC since 2015. She is also a contributing editor for LinkedIn, anchoring major editorial projects. SinceFrom 2010 to 2020, Ms. Welch has also served as a curriculum advisor for the Jack Welch Management Institute, which she co-founded. Ms. Welch began her career working as a reporter for The Miami Herald from September 1981 through June 1985, after which she attended Harvard Business School, where she graduated as a Baker Scholar in 1988. She then worked as a management consultant at Bain & Co. before joining the Harvard Business Review as a senior editor in January 1995. She was named editor-in-chief in 2001, serving in that position until April 2002. Ms. Welch also serves on several private company and non-profit boards. Ms. Welch was nominated by IAC pursuant to the Investor Rights Agreement. Ms. Welch has broad general business experience that she has gained through her various affiliations with Harvard and the Jack Welch Management Institute, as well as expertise in business leadership, strategy and organizational behavior, topics about which she has written and spoken extensively.49,50, has served as a director of ANGIAngi since JuneSeptember 2017. Mr. Winiarski has served as Executive Vice President, General Counsel and Secretary of IAC sincefrom February 2014 until December 2020, and previously served as Senior Vice President, General Counsel and Secretary of IAC from February 2009 to February 2014. Mr. Winiarski currently serves as a senior consultant for IAC. Mr. Winiarski previously served as Associate General Counsel of IAC from February 2005, during which time he had primary responsibility for all legal aspects of IAC'sIAC’s mergers and acquisitions and other transactional work. Prior to joining IAC in February 2005, Mr. Winiarski was an associate with Skadden, Arps, Slate, Meagher & Flom LLP, a global law firm, from 1997 to February 2005. Prior to joining Skadden, Mr. Winiarski was a certified public accountant with Ernst & Young in New York. Mr. Winiarski has served on the board of directors of Match Group, Inc. since October 2015. Mr. Winiarski was nominated by IAC pursuant to the Investor Rights Agreement. Mr. Winiarski has unique knowledge and experience regarding ANGIAngi and its businesses that he has gained through his various roles with IAC since 2005, most recently his role as Executive Vice President, General Counsel and Secretary, as well as a high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.44,45, has served as a director of ANGIAngi since September 2017. Ms. Zhao is a co-founder, partner and managing director of Zebra Global Capital, a Beijing-based private equity fund focusing on technology. Prior to founding Zebra Global Capital in March 2016, Ms. Zhao served as ANGIAngi is subject to the Marketplace Rules of The Nasdaq Stock Market, LLC (the "Marketplace Rules"“Marketplace Rules”), which exempt "Controlled Companies"“Controlled Companies” from certain Nasdaq corporate governance requirements. A "Controlled Company"“Controlled Company” is a company of which more than 50% of the voting power is held by an individual, group or another company. IAC controls more than 50% of the voting power of ANGIAngi capital stock and has filed a Statement of Beneficial Ownership on Schedule 13D relating to its ANGIAngi holdings with the SEC. On this basis, ANGIAngi is relying on the exemption for Controlled Companies from certain Nasdaq requirements, specifically, those that would otherwise require that:ANGIAngi Board of Directors consists of "independent"“independent” directors, as such term is defined in the Marketplace Rules; and"independent"“independent” directors with a written charter addressing the committee'scommittee’s purpose and responsibilities.ANGIAngi capital stock (and except as may be otherwise consented to by IAC).Company'sCompany’s business and affairs are overseen by its Board. Our Board currently has eleven members. Seven of our directors (Ms.(Mses. Hicks Bowman and Handler and Messrs. Hanrahan, Levin, Ridenour, Schiffman, Smith, Stein and Winiarski) are officers of ANGIAngi or IAC and of the four remaining current directors (Mr. Evans and Mses. Haas, Welch and Zhao), three are "independent"“independent” under the Marketplace Rules. The Board has an Audit Committee, an Executive Compensation Committee and a Compensation Committee. The Audit and Executive Compensation Committees are both comprised solely of independent directors. For more information regarding director independence and our Board Committees, see the discussion under Director Independence on page 1110 and The Board and Board Committees beginning on page 13.11. All of our directors play an active role in Board matters, are encouraged to communicate among themselves and directly with the Chairman and the Chief Executive Officer and have full access to Company management at all times.RidenourHanrahan serves as our Chief Executive Officer and Mr. Levin serves as our Chairman. We believe that this leadership structure provides us with the benefit of a full-time Chief Executive Officer dedicated to focusing on the day-to-day management and continued growth of our company and itsCompany'sCompany’s exposure to various risks on a day-to-day basis, which responsibilities include the creation of appropriate risk management programs and policies. Company management has developed and implemented guidelines and policies to identify, assess and manage significant risks facing the Company. In developing this framework, the Company recognized that leadership and success are impossible without taking risks; however, the imprudent acceptance of risk or the failure to appropriately identify and mitigate risks could adversely impact stockholder value. The Board is responsible for overseeing management in the execution of its responsibilities and for assessing the Company'sCompany’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 committees, whichBoard'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, cybersecurity threats, acquisitions and divestitures and financial matters. The Board'sBoard’s role in risk oversight of the Company is consistent with the Company'sCompany’s leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company'sCompany’s risk exposure, and our Chairman and the Board and its committees providing oversight in connection with those efforts.Company'sCompany’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 Executive Compensation and Compensation Committees and, where appropriate, the full Board of Directors. 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. ANGI'sAngi’s policy on securities trading provides that no director, officer or employee of ANGIAngi and its businesses may engage in transactions in publicly traded options, such as puts, calls and other derivative securities, relating to securities of ANGIAngi and/or its publicly traded affiliates, or engage in short sales with respect to securities of ANGIAngi and/or its publicly traded affiliates. This prohibition extends to any and all forms of hedging and monetization transactions, such as zero-cost collars and forward sale contracts (among others).ANGIAngi and its businesses and affiliates (including IAC and its other subsidiaries) may sell products and services to, and/or purchase products and services from, companies at which directors (or certain of their family members) are employed or serve as directors, or over which directors (or certain of their family members) may otherwise exert control and if so, whether any payments were made to (or received from) such entities by ANGIAngi and its businesses and affiliates (including IAC and its other subsidiaries). Information relevant to independence2019,2020, the Board determined that each of Mr. Evans and Mses. Haas and Zhao is independent. In the case of Mr. Evans and Mses. Haas and Zhao, no relationships of the type that would preclude a determination of independence under the Marketplace Rules or otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of a director were identified for consideration.seven (Ms.six (Mses. Hicks Bowman and Handler, and Messrs. Hanrahan, Levin, Ridenour, Schiffman, Stein, Smith and Winiarski) are officers of ANGIAngi or IAC and a family member of Ms. Welch provided consulting services to IAC and received fees for these services from IAC. Given these relationships, none of these directors is independent.Smith, Stein and Winiarski and Ms.Mses. Handler and Welch and the remaining five directors (Messrs. Evans and RidenourHanrahan and Mses. Haas, Hicks Bowman and Zhao) were nominated by the ANGIAngi Board. The Investor Rights Agreement also provides that until the date immediately preceding this year's Annual Meeting, the ANGI Board shall nominate the two directors initially selected by Angie's List from its board of directors to serve as directors of ANGI following the Combination (Mr. Evans and Ms. Hicks or their replacements pursuant to the Investor Rights Agreement) and IAC shall vote all of its shares of ANGI capital stock in favor of such directors (and not vote to remove such directors other than for cause). If, prior to this year's Annual Meeting, Mr. Evans and/or Ms. Hicks become unable or unwilling to serve, then the ANGI Board will select a replacement. Any individual selected as a replacement shall be: (i) independent under applicable SEC rules and the Marketplace Rules if the individual is replacing Mr. Evans, (ii) qualified to serve as an independent director of IAC (were such individual to be appointed at such time to IAC's board of directors) and (iii) acceptable to the remaining director initially selected by Angie's List.ANGI,Angi, in evaluating candidates, the Board 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 ANGI,Angi, 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 ANGI'sAngi’s stockholders. WhileThe Board believes that the interests of the stockholders are best served when the Board has diverse balance of experience, skills and characteristics because it encourages a fuller discussion on Board topics from a variety of viewpoints and with the benefit of many different experiences. Although the Board does not have a formal diversity policy, it alsothe Board considers the overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of other Board membersmembers. The current Board composition represents diverse experience and thoserepresented by the Board as a wholeskills appropriate to ensure that the Board has the right mix of skills, expertise and background.asand to date ANGIAngi 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 ANGI HomeservicesAngi Inc., 3601 Walnut Street, Suite 700, Denver, Colorado 80205, 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 Chairman and, if deemed appropriate, will be shared with the full Board for further review.ANGIAngi Board.Stockholders who wish to communicate with the ANGIAngi Board or a particular director may send such communication to ANGI HomeservicesAngi Inc., 3601 Walnut Street, Suite 700, Denver, Colorado 80205, Attention: Corporate Secretary."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. The Corporate Secretary will then review such correspondence and forward it to the Board, or to the specified director(s), if appropriate.foursix times and did not take anytook action by written consent three times in 2019.2020. All incumbent directors attended at least 75% of the meetings of the Board and the Board committees on which they served during 2019.2020. Directors are not required to attend annual meetings of ANGIAngi stockholders. FourThree members of the Board attended the Company's 2019Company’s 2020 Annual Meeting of Stockholders.2019,2020, the members of the Audit Committee were Mr. Evans and Mses. Haas and Zhao, with Ms. Haas serving as the Chairperson of such committee. The Audit Committee met eight times and did not take any action taken by written consent in 2019.2020.wasis filed as Appendix A to the Company's 2018 Annual Meetingthis proxy statement. The Audit Committee assists the Board with a variety of matters described in its charter, which include monitoring: (i) the integrity of ANGI'sAngi’s financial statements, (ii) the effectiveness of ANGI'sAngi’s internal control over financial reporting, (iii) the qualifications and independence of ANGI'sAngi’s independent registered public accounting firm, (iv) the performance of ANGI'sAngi’s internal audit function and independent registered public accounting firm, (v) ANGI'sAngi’s risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) the compliance by ANGIAngi with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among itself, the Company'sCompany’s independent registered public accounting firm, the Company'sCompany’s internal auditors and Company management. The formal report of the Audit Committee is set forth on page 16.page15."audit“audit committee financial expert,"” as such term is defined in applicable SEC rules and the Marketplace Rules. Pursuant to the Investor Rights Agreement, until the date immediately preceding this year's Annual Meeting, at least one of Mr. Evans or Ms. Hicks (or his or her replacement, if applicable) shall be a member of the Audit Committee if such individual meets the independence standards under applicable SEC rules and the Marketplace Rules.2019,2020, the members of: (i) the Executive Compensation Committee were Mr. Evans and Ms. Haas and (ii) the Compensation Committee were Mr. Evans and Mses. Haas and Welch, with Mr. Evans serving as the Chairperson of both committees. The Executive Compensation Committee met once and took action by written consent four timesthree time in 2019.2020. The Compensation Committee met twicethree times and took action by written consent fourseven times in 2019.2020.wereare filed as Appendices B and C to the Company's 2018 Annual Meetingthis proxy statement. Except for those matters reserved exclusively for the Executive Compensation Committee (as described below), both committees assist the Board with all matters relating to, and have overall responsibility for approving and evaluating, all compensation plans, policies and programs of the Company. Both committees may form and delegate authority to subcommittees and may delegate authority to one or more of their respective members. While the committees generally meet and take action jointly, where appropriate or required, either committee takes action unilaterally. In addition, the Compensation Committee may also delegate to one or more of the Company'sCompany’s officers its authority to make grants of equity-based compensation to the extent allowed under applicable law."officers"“officers” (as such term is defined in Rule 16a-1(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"“Exchange Act”)). Accordingly, the Executive Compensation Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of the Company in which these officers are the exclusive participants and any other compensation plans, policies, and programs of the Company as they may affect such officers.ANGI'sAngi’s processes and procedures for the consideration and determination of executive compensation and the related roles of the Executive Compensation and Compensation Committees, Company management and consultants, see the discussion under Compensation Discussion and Analysis generally beginning on page 19.17. The joint report of the Executive Compensation and Compensation Committees is set forth on page 25.TableContents2—4—RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMANGI'sAngi’s independent registered public accounting firm for the fiscal year ending December 31, 2020.IAC'sAngi’s independent registered public accounting firm for 2020,2021, the Audit Committee considered: (i) the firm'sfirm’s performance as the Company'sCompany’s independent registered public accounting firm, (ii) the fact that the firm has served as the independent registered public accounting firm for IAC (which included HomeAdvisor (US) and HomeAdvisor International when they were wholly-owned subsidiaries of IAC) since 1996 and also served as the independent registered public accounting firm for Angie'sAngie’s List for many years, (iii) the firm'sfirm’s independence with respect to the services to be performed for the Company and (iv) the firm'sfirm’s strong and considerable qualifications and general reputation for adherence to professional auditing standards.ANGI'sAngi’s independent registered public accounting firm requires the affirmative vote of holders of a majority of the voting power of shares of ANGIAngi capital stock present at the Annual Meeting in person or represented by proxy and voting together.ANGI'sAngi’s independent registered public accounting firm for 2020.2021.wasis filed as Appendix A to the Company's 2018 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 with the monitoring of: (i) the integrity of ANGI'sAngi’s financial statements, (ii) the effectiveness of ANGI'sAngi’s internal control over financial reporting, (iii) the qualifications and independence of ANGI'sAngi’s independent registered public accounting firm, (iv) the performance of ANGI'sAngi’s internal audit function and independent registered public accounting firm, (v) ANGI'sAngi’s risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) the compliance by ANGIAngi with legal and regulatory requirements. It is not the duty of the Audit Committee to plan or conduct audits or to determine that ANGI'sAngi’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'sCompany’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'sCompany’s consolidated financial statements and the effectiveness of the Company'sCompany’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board, 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.and combined financial statements of ANGIAngi included in the Company'sCompany’s Annual Report on Form 10-K for the year ended December 31, 20192020 with ANGI'sAngi’s management and Ernst & Young LLP, ANGI'sAngi’s independent registered public accounting firm.("PCAOB"(“PCAOB”) and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young'sYoung’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young its independence from ANGIAngi and its management.and combined financial statements of ANGIAngi be included in ANGI'sAngi’s Annual Report on Form 10-K for the year ended December 31, 20192020 for filing with the SEC.ANGIAngi for the years ended December 31, 20192020 and 2018:2019:2020 2019 Audit Fees $ 2,155,000 (1) $ 1,932,000 (2) Audit-Related Fees — — Total Audit and Audit-Related Fees $ 2,155,000 $ 1,932,000 Tax Fees — — Total Fees $ 2,155,000 $ 1,932,000 2019 2018 $ 1,932,000 (1) $ 2,071,000 (2) — — $ 1,932,000 $ 2,071,000 — — $ 1,932,000 $ 2,071,000 (1)ANGIAngi businesses in various jurisdictions abroad, which audits are required by local law), and (iii) fees for accounting consultationsconsultations.(2)Audit Fees in 2018 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) fees for statutory audits, (iii) fees for services performed in connection with the filing of a shelf registration statement in October 2018 to register shares of ANGI Class A common stock issued in connection with an acquisition for resale, as well as the review of the related prospectus, the issuance of a related comfort letter and other services in connection with an underwritten offering pursuant to such shelf registration statement in December 2018, and (iv) fees for accounting consultations.ANGI'sAngi’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 ANGIAngi and its management. Unless a type of service to be provided by ANGI'sAngi’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.ANGI'sAngi’s independent registered public accounting firm are established periodically from time to time by the Audit Committee.
Oisin Hanrahan, age 36, has served as Chief Product Officer of ANGI since June 2019. Mr. Hanrahan also serves as Chief Executive Officer of Handy, Inc. ("Handy"), which ANGI acquired in October 2018. Mr. Hanrahan co-founded Handy in 2012 and served as its Chief Executive Officer since its founding. Prior to founding Handy, Mr. Hanrahan founded MiCandidate, a service that provided real time political content to media companies in 25 European countries, and Clearwater Group, a real estate development business in Budapest, Hungary. Mr. Hanrahan is also a co-founder and served as a member of the board of directors of The Undergraduate Awards, a foundation he created in 2009 to support and celebrate outstanding undergraduate students globally. Mr. Hanrahan studied at Trinity College Dublin, London School of Economics and Harvard Business School and also advises a number of startups and runs a small early stage angel fund.
Jeffrey W. Kip, age 52,53, has served as Chief Executive Officer of HomeAdvisor International since April 2016. Prior to serving in this role, Mr. Kip served as Chief Financial Officer of IAC from March 2012 to April 2016. Before joining IAC, Mr. Kip served as Executive Vice President, Chief Financial Officer of Panera Bread Company, a national bakery-cafe concept in the United States and Canada ("Panera"(“Panera”), from May 2006 to March 2012. From November 2003 until May 2006, Mr. Kip served as Panera'sPanera’s Vice President, Finance and Planning and as Vice President, Corporate Development from May 2003 until November 2003. From November 2002 until April 2003, Mr. Kip served as an Associate Director and Director at UBS, an investment banking firm, and from August 1999 until November 2002, Mr. Kip was an Associate at Goldman Sachs, an investment banking firm.
December 31, 2020);
IAC provides us with certain services, including the services of Mr. Schiffman as our Chief Financial Officer through March 12, 2019. IAC charged us for Mr. Schiffman's services at cost, based on the time Mr. Schiffman spent providing services to us.
2020.
2020.
General.A new executive officer'sofficer’s starting salary is typically negotiated upon arrival, based on the executive officer'sofficer’s prior compensation history, prior compensation levels for the particular position at the Company, the executive officer'sofficer’s location, salary levels of other executive officers, salary levels available to the individual in alternative opportunities, reference to certain survey information and the extent to which we desire to secure the executive officer'sofficer’s services.
2020, the Committee did not change any salaries for executive officers.
the agreement to separate Match Group from IAC and the agreement to acquire Care.com; (ii) the successful completion of financing activities and robust year-end cash position; and (iii) IAC's operating results. While the factors noted above were the primary ones considered in setting the bonus amount for Mr. Schiffman, the IAC Committee also considered Mr. Schiffman's role and responsibilities, the relative contributions made by Mr. Schiffman during the year and the relative size of the bonuses paid to the other named executive officers of IAC.
Long-Term Incentives 2020 Equity Awards.In March 2020, the Change of Control William B. Ridenour Chief Executive Officer (effective November 8, 2018)(4) Jamie Cohen Chief Financial Officer (effective March 12, 2019)(5) Allison Lowrie Chief Marketing Officer Oisin Hanrahan Chief Product Officer (effective June 26, 2019)(6) Shannon Shaw Chief Legal Officer (effective March 18, 2019) Glenn H. Schiffman Chief Financial Officer (through March 12, 2019)(7) William B. Ridenour Allison Lowrie Glenn H. Schiffman Personal use of IAC aircraft(a) 401(k) plan Company match William B. Ridenour Jamie Cohen Allison Lowrie Oisin Hanrahan Shannon Shaw Glenn H. Schiffman William B. Ridenour(2) ANGI SARs ANGI SARs ANGI RSUs IAC stock options IAC RSUs Jamie Cohen ANGI SARs ANGI SARs ANGI RSUs IAC stock options Allison Lowrie ANGI SARs ANGI SARs ANGI RSUs IAC stock options Oisin Hanrahan ANGI RSUs Shannon Shaw ANGI RSUs Glenn H. Schiffman IAC stock options IAC stock options IAC stock options IAC RSUs price of William B. Ridenour ANGI SARs IAC stock options Jamie Cohen ANGI SARs Allison Lowrie ANGI SARs Oisin Hanrahan ANGI RSUs Shannon Shaw Glenn H. Schiffman IAC stock options Estimated Potential Payments Upon Termination or Change in Control the Company effective December 31, 2020 but remained with the Company through February 28, 2021 in order to ensure a smooth transition. Ms. Cohen entered into a separation agreement containing customary post-termination covenants and the Company agreed to accelerate the vesting of 274,322 unvested shares of Angi RSUs that would otherwise have vested during the twelve month period following Mr. Cohen's separation from the Company. Angi. William B. Ridenour(1) Continued Salary Market Value of ANGI SARs that would vest(2) Market Value of IAC stock options that would vest(2) Market Value of IAC RSUs that would vest(3) Total Estimated Incremental Value Jamie Cohen Continued Salary Market Value of ANGI SARs that would vest(2) Market Value of ANGI RSUs that would vest(3) Market Value of IAC stock options that would vest(2) Total Estimated Incremental Value Allison Lowrie Continued Salary Market Value of ANGI SARs that would vest(2) Market Value of ANGI RSUs that would vest(3) Market Value of IAC stock options that would vest(2) Total Estimated Incremental Value Oisin Hanrahan Continued Salary Market Value of ANGI RSUS that would vest(3)(4) Total Estimated Incremental Value Shannon Shaw Continued Salary Market Value of ANGI RSUs that would vest(3) Total Estimated Incremental Value Thomas R. Evans Alesia J. Haas Suzy Welch Yilu Zhao Equity compensation plans approved by security holders(2) Equity compensation plans not approved by security holders Total 2020. IAC/InterActiveCorp 555 West 18th Street New York, NY 10011 Luxor Capital Partners, LP et al 1114 Avenue of the Americas, 28th Floor New York, NY 10036 FMR LLC et al 245 Summer Street Boston, MA 02210 The Vanguard Group 100 Vanguard Blvd. Malvern, PA 19355 TCS Capital Management, LLC et al 888 Seventh Avenue, Suite 1501 New York, NY 10106 Renaissance Technologies LLC et al 800 Third Avenue New York, NY 10022 Echo Street Capital Management LLC 10 East 53rd Street, 32nd Floor New York, NY 10022 Morgan Stanley et al 1585 Broadway New York, NY 10036 SQN Investors LP et al 201 Redwood Shores Parkway, Suite 242 Redwood City, CA 94065 ShawSpring Partners LLC et al 171 Newbury Street, Suite 4 Boston, MA 02116 Jamie Cohen Thomas R. Evans Alesia J. Haas Oisin Hanrahan Angela R. Hicks Bowman Joseph Levin Allison Lowrie William B. Ridenour Glenn H. Schiffman Shannon Shaw Craig Smith Mark Stein Suzy Welch Gregg Winiarski Yilu Zhao All current directors and executive officers as a group (16 persons) June 17, 2020. Services Agreement.The Services Agreement currently governs services that IAC has agreed to provide to us through September 29, Such authority includes (but is not limited to) the ability to convert all or part of IAC equity awards outstanding immediately prior to the distribution into equity awards denominated in shares of our Class A Common Stock, which we would be obligated to assume and which would be dilutive to unvested awards were forfeited. materials, householding will continue until you are notified otherwise or you revoke your consent. You may request a separate Notice or set of printed proxy materials by sending a written request to This proxy statement and the 39applicable NEO'sNEO’s continued employment through the vesting date, except as noted immediately below or under the Severance section below.2019 Equity Awards. In February 2019, the Committee granted: (i) 234,466 restricted stock units ("RSUs") to Ms. Lowrie, vesting 50% on the second anniversary of the grant date, and 25% on each of the third and fourth anniversaries of the grant date, and (ii) granted 175,849 RSUs to Ms. Cohen, vesting 100% on the third anniversary of the grant date. Mr. Ridenour did not receive an equity award from the Company in 2019 following the annual review process in the February 2019, as the Committee considered his outstanding equity awards, including those received in late 2018 upon his appointment to the role of Chief Executive Officer, and the amount realizable from those awards based on then-current stock prices. In March 2019, upon her appointment to the role of Chief Legal Officer, Ms. Shaw was granted 187,852 RSUs, vesting in equal annual installments on the first three anniversaries of the grant date. In June 2019, upon his appointment to the role of Chief Product Officer, Mr. Hanrahan was awarded: (i) 113,895 RSUs, vesting in one lump sum installment on the third anniversary of the grant date, and (ii) 113,895 performance-based restricted stock units ("PSUs"), vesting in one lump sum installment on the third anniversary of the grant date, with vesting tied to the Company's average annual revenue growth rate over the three year term of the award and if an annual revenue growth target is met for any of the three twelve (12) month measurement periods over the three year term of the award, one-third of the PSUs shall vest at the end of such twelve (12) month period. In addition, in October 2019, Mr. Hanrahan received an award of up to 1,213,500 PSUs, vesting in five bi-annual installments beginning on October 19, 2019, with the actual number of PSUs vesting on any vesting date to be determined based on a comparison of the market price of the Company's Class A common stock on each vesting date to the Company's stock price on the date on which the Company completed the acquisition of Handy. We believe these awards provide meaningful retention and performance incentives for our NEOs. In February 2019, the IAC Committee granted Mr. Schiffman: (i) 8,988 PSUs, with vesting conditioned upon IAC's stock price increasing by at least 20% ($267.00) within three years of the grantdate ("Three Year PSUs") and (ii) 17,977 PSUs, with vesting conditioned upon IAC's stock price increasing by at least 50% ($333.75) within five years of the grant date ("Five Year PSUs"), and, in each case, subject to continued service though the date on which the relevant performance condition is satisfied. If the stock price target is not achieved by the end of the three or five year window, no PSUs will vest. However, once the applicable stock price target is met, the award will vest and the Mr. Schiffman will be required to hold the shares acquired upon vesting (net of shares withheld for taxes) until the earlier of the first anniversary of the vesting date or the end of the original three or five term. The performance condition for the Three Year PSUs was satisfied on January 21, 2020. The terms of the PSUs also provide for a portion of each award to vest upon certain involuntary terminations of Mr. Schiffman's employment, subject to the stock price target being met within the original term of the award.Committee:Committee granted performance restricted stock units (“PSUs”) and restricted stock units (“RSUs”) to the NEOs in the amount set forth in the table below:(i)Named Executive Officer 2020 Equity Grant 1,661,742 Jamie Cohen 147,710 Oisin Hanrahan (1) 1,107,828 Allison Lowrie 369,276 Jeffrey Kip 147,710 Craig Smith 369,276 The vestingIn December 2020, the Committee modified the PSUs originally granted to Mr. Ridenour and Mr. Hanrahan in March 2020 by (i) eliminating the performance conditions on 75% of each of the prior PSU awards and (ii) modifying the performance conditions for the remaining 25% of the PSUs is subjectfor each of the prior awards. This modification resulted in 1,661,742 and 1,107,828 time-based RSUs, and 553,914 and 369,276 PSUs being granted to the satisfaction of certain performance conditions related to: (x) the market price of ANGI Class A common stockMr. Ridenour and Mr. Hanrahan,(the "Market Price Test")subject to continued service. The PSUs will vest upon the Company’s achievement of specified levels of marketing spend (overall and (y) ANGI 2022 revenue and Adjusted EBITDAthrough certain channels) for the Company's North American businesses (the "Results Test"). From zeroAngi brand and downloads of the Angi brand mobile app at any time during the period commencing on January 1, 2021 and ending on December 31, 2022, subject to 200% ofcontinued service through the date on which these performance criteria are achieved, and in no case shall more than the base number of PSUs granted can potentially vest, with the exact number of PSUs so vesting to be the greater of the number determined by applying the Market Price Testearned and the Results Test. In the case of the Market Price Test, 0%, 50%, 100%, 150% and 200% of the PSUs will vest if the price of ANGI Class A common stock is less than $6.77, $6.77, $9.01, $11.24 and $13.54, respectively (with linear interpolation applied for stock prices between the levels previously indicated). In the case of the Results Test, 75% to 200% of the PSUs will vest based on varying levels of revenue (from $2.1 billion to $2.6 billion) and Adjusted EBITDA for the North American businesses (from $365 million to $490 million) for the 2022 fiscal year.vested.(ii)granted 369,276, 147,710 and 147,710 RSUs to Ms. Lowrie, Ms. Cohen and Ms. Shaw, respectively, all vesting in one lump sum installment on February 15, 2023. During 2019, the Company entered into employment agreements with Ms. Cohen in connection with her appointment to the role of Chief Financial Officer (effective March 12, 2019), Ms. Shaw in connection with her appointment to the role of Chief Legal Officer (effective March 18, 2019) and Mr. Hanrahan in connection with his appointment to the role of Chief Product Officer (effective June 26, 2019). Each employment agreement has an initial term of one (1) year from the effective date of the applicable executive officer's appointment and provides for automatic renewals for successive one (1) year terms absent written notice from the Company or the executive ninety (90) days prior to the expiration of the then-current term. Each employment agreement provides that the executive officer is eligible to receive an annual base salary (currently $350,000 for each NEO), discretionary annual cash bonuses and such other employee benefits as may be determined by the Company from time to time, except that Ms. Shaw's agreement provides that her 2019 bonus shall not be less than 60% of her base salary. Upon certain involuntary terminations of employment and subject to the executive officer's execution and non-revocation of a release of claims in favor of the Company and compliance with customary post-termination covenants: (i) the Company will continue to pay the executive officer's annual base salary for twelve (12) months following such termination, (ii) all ANGI (and other than for Mr. Hanrahan, all IAC) equity awards (including any cliff-vesting awards, which will be prorated as though such awards had an annual vesting schedule) held by such executive officer on the date of such termination that would have otherwise vested during the twelve (12) month period following such datewill vest as of such date (subject to, in the case of performance-based awards, the satisfaction of the applicable performance conditions); provided, however, that for Mr. Hanrahan only, all ANGI equity awards granted prior to the effective date of his appointment as Chief Product Officer and held by him on the date of such termination shall vest in full as of such date, and (iii) any then vested ANGI (and in the case of Mr. Ridenour only, IAC) stock options or stock appreciation rights will remain exercisable through the earlier of: (A) the scheduled expiration date of such award(s) and (B) eighteen (18) months following the termination of such executive officer's employment. Pursuant to each employment agreement, the executive officer is bound by covenants not to: (i) compete with ANGI businesses during the term of his or her employment and for twelve (12) months thereafter and (ii) solicit ANGI employees or business partners during the term of his or her employment and for twelve (12) months thereafter. In addition, each executive officer has agreed not to use or disclose any confidential information regarding ANGI and/or its affiliates."double-trigger"“double-trigger” change of control provision, which provides for the acceleration of the vesting of outstanding equity awards in connection with a change of control only when an award holder suffers an involuntary termination of employment during the two year period following such change of control. We believe that providing for the acceleration of the vesting of equity awards in these circumstances will assist in the retention of our executive officers through a change of control transaction. For purposes of this discussion and the discussion below under the Severance caption, the term "involuntary termination"“involuntary termination” means both a termination by the Company without "cause"“cause” and a resignation for "good reason"“good reason” or similar construct. Severance26.21. Our NEOs and other executive officers do not participate in any deferred compensation or retirement program other than IAC'sIAC’s 401(k) plan.ANGI'sAngi’s current NEOs, including its Chief Financial Officer, and certain former named executive officers, will not be deductible unless it qualifies for limited transition relief applicable to certain arrangements in place as of November 2, 2017 ("(“Grandfathered Arrangements"Arrangements”). The Committee reserves the right to modify Grandfathered Arrangements in a manner that results in the loss of a compensation deduction if it determines that such modifications are consistent with ANGI'sAngi’s best interests.ANGI's 2019Angi’s 2020 Annual Report on Form 10-K and this proxy statement.
Alesia J. Haas
Alesia J. Haas20192020 was comprised of Mr. Evans and Ms. Haas, and a Compensation Committee, which during 20192020 was comprised of Mr. Evans and Mses. Haas and Welch. No member of these committees has been an officer or employee of ANGIAngi or IAC at any time during his or her respective service on the committee(s).2019,2020, as well as ANGI and IACAngi equity awards granted to our named executives in 2019, ANGI and IAC2020, Angi equity awards held by our named executives on December 31, 20192020 and the dollar value realized by our named executives upon the exercise and/or vesting of ANGIAngi and IAC equity awards during 2019.2020. Unless otherwise indicated, equity awards in the tables below are denominated in shares of ANGIAngi Class A common stock. Year Salary
($) Bonus
($) Stock
Awards
($)(1) Option
Awards
($)(2) All Other
Compensation
($)(3) Total
($) 2019 $ 600,000 $ 400,000 — — $ 8,400 $ 1,008,400 2018 $ 424,615 $ 360,000 $ 14,999,996 — $ 8,250 $ 15,792,861 2017 $ 323,462 $ 200,000 $ 3,040,000 $ 57,071,672 $ 23,650 $ 60,658,784 2019 $ 339,230 $ 175,000 $ 2,999,984 — $ 8,400 $ 3,522,614 2019 $ 400,000 $ 300,000 $ 3,999,990 — $ 8,400 $ 4,708,390 2018 $ 358,077 $ 240,000 — — $ 8,250 $ 606,327 2017 $ 261,731 $ 300,000 — $ 13,886,703 $ 23,650 $ 14,472,084 2019 $ 325,625 $ 500,000 $ 7,890,399 — — $ 8,716,024 2019 $ 269,823 $ 210,000 $ 2,999,996 — $ 3,635 $ 3,483,454 2019 $ 600,000 $ 3,000,000 $ 4,249,138 — $ 24,824 $ 7,837,962 2018 $ 600,000 $ 3,500,000 — $ 4,315,200 $ 149,612 $ 8,564,812 2017 $ 600,000 $ 2,500,000 — $ 3,831,000 $ 46,059 $ 6,977,059 Stock Awards All Other Compensation Name and Principal Position Year Salary ($) Bonus ($) ($)(1) ($)(2) Total ($) William B. Ridenour 2020 $ 600,000 $ 700,000 $ 10,603,072 $ 8,250 $ 11,911,322 Former Chief Executive Officer 2019 $ 600,000 $ 400,000 $ — $ 8,400 $ 1,008,400 2018 $ 424,615 $ 360,000 $ 14,999,996 $ 8,250 $ 15,792,861 Jamie Cohen 2020 $ 350,000 $ 300,000 $ 754,798 $ 6,865 $ 1,411,663 Former Chief Financial Officer 2019 $ 339,230 $ 175,000 $ 2,999,984 $ 8,400 $ 3,522,614 (effective March 12, 2019)(3) $ — Oisin Hanrahan 2020 $ 340,577 $ 500,000 $ 7,068,714 $ 8,250 $ 7,917,541 Former Chief Product Officer 2019 $ 325,625 $ 500,000 $ 7,890,399 $ — $ 8,716,024 (effective June 26, 2019)(4) $ — Allison Lowrie 2020 $ 400,000 $ 400,000 $ 1,887,000 $ 8,250 $ 2,695,250 Former Chief Marketing Officer 2019 $ 400,000 $ 300,000 $ 3,999,990 $ 8,400 $ 4,708,390 2018 $ 358,077 $ 240,000 $ 8,250 $ 606,327 Jeffrey W. Kip 2020 $ 597,115 $ 250,000 $ 754,798 $ 10,000 $ 1,611,913 Chief Executive Officer, HomeAdvisor International 2019 $ 575,000 $ 250,000 $ — $ 8,400 $ 833,400 2018 $ 575,000 $ 250,000 $ — $ 8,250 $ 833,250 Craig Smith 2020 $ 500,000 $ 350,000 $ 1,887,000 $ 50,592 $ 2,787,592 Former President and Chief Operating Officer 2019 $ 500,000 $ 350,000 $ — $ 8,250 $ 858,250 2018 $ 411,923 $ 300,000 $ 7,999,997 $ 10,632 $ 8,722,552 ANGIAngi RSUs and/or IAC RSUs,PSUs, as applicable, calculated by multiplying the number of ANGIAngi RSUs or IAC RSUsPSUs granted by the fair market value per share of ANGIAngi Class A common stock, and IAC common stock, respectively, on the grant date, except for awards granted to Messrs.Messrs, Ridenour and Hanrahan and Schiffman in 2019.2020.Hanrahan,Ridenour, represents the aggregate grant date fair value of three ANGIAngi RSU and PSU awards granted to him in 2019:1,499,997,10,603,072, representing the aggregate grant date fair value of 113,895 ANGIthe PSUs granted in March 2020 and the incremental fair value of the modification of these awards in December 2020. The resulting 1,661,742 Angi RSUs, the vesting of which is subject to continued service, calculated by multiplying the number of ANGIAngi RSUs granted by the fair market value per share of ANGIAngi Class A common stock on the grant date;(ii)$1,499,997, representing the grantmodification date, fair value of 113,895 ANGI RSUs,and 553,914 PSUs, the vesting of which is subject to continued service and the satisfaction of certain performance conditions, calculated by multiplying the number of Angi PSUs granted by the fair market value per share of Angi Class A common stock on the modification date based on the probable outcome of the performance conditions on the grant date (at which time the Company assumed that 100% of the award would vest); and.(iii)$4,890,405, representing1,213,500 ANGIAngi RSU and PSU awards granted to him in 2020:and withcalculated by multiplying the number of Angi RSUs vesting on each vesting date dependent upongranted by the Company's stock price on each such vesting date, calculated based on a probability weighted outcome analysis asfair market value per share of the grant date that incorporates a Monte Carlo simulation of ANGI's stock price. The grant date fair value of this award, assuming the maximum number of ANGI RSUs is earned, would be $8,251,800.For Mr. Schiffman, the dollar amount in the table above for 2019 represents the grant date fair value of IAC RSUs subject to performance-based conditions related to IAC's stock price, based on a probability weighted outcome analysis as of the grant date that incorporates a Monte Carlo simulation of IAC's stock price.Except for Mr. Schiffman, the dollar amounts in the table above represent the grant date fair values of ANGI RSU awards in 2019 and 2018 and IAC RSU awards in 2017. For additional details regarding equity awards granted in 2019, see the Grants of Plan-Based Awards in 2019 table on page 28.(2)For 2018, reflects IAC stock options granted to Mr. Schiffman.For 2017, the amounts in the table above for Mr. Ridenour and Ms. Lowrie include a significant non-cash modification charge under generally accepted accounting principles relating to the conversion of stock appreciation rights denominated in the equity of the Company's HomeAdvisor (US) business ("HomeAdvisor SARs") issued prior to September 29, 2017 into stock appreciation rights settleable in shares of ANGIAngi Class A common stock ("ANGI SARs") in connection withon the Combination. The Company does not view these modification charges as representativedate, and 369,276 PSUs, the vesting of any additional actual costwhich is subject to continued service and the Company or any additional benefit provided to these named executives.The amounts insatisfaction of certain performance conditions, calculated by multiplying the table also reflectnumber of Angi PSUs granted by the fair market value per share of Angi Class A common stock on the modification date based on the probable outcome of the performance conditions on the grant date fair value using(at which time the Black Scholes option pricing model of: (i) HomeAdvisor SARs granted to Mr. Ridenour and (ii) IAC stock options granted to Mr. Schiffman. A breakdownCompany assumed that 100% of the total amounts for 2017 in the table above for Mr. Ridenour, Ms. Lowrie and Mr. Schiffman is as follows: Modification
Charge in 2017
for Awards
Granted Prior to
the Combination Grant Date
Fair Value of
Awards Granted
in 2017 Total $ 44,263,423 $ 12,808,249 $ 57,071,672 $ 13,886,703 — $ 13,886,703 — $ 3,831,000 $ 3,831,000 (3)20192020 is as follows: William B.
Ridenour Jamie
Cohen Allison
Lowrie Oisin
Hanrahan Shannon
Shaw Glenn H.
Schiffman — — — — — $ 16,424 $ 8,400 $ 8,400 $ 8,400 — $ 3,635 $ 8,400 $ 8,400 $ 8,400 $ 8,400 — $ 3,635 $ 24,824 William B. Ridenour Jamie Cohen Oisin Hanrahan Allison Lowrie Jeffrey Kip Craig Smith (a) COBRA payment $ — $ — $ — $ — $ — $ 42,342 401(k) plan Company match $ 8,250 $ 6,865 $ 8,250 $ 8,250 $ 10,000 $ 8,250 $ 8,250 $ 6,865 $ 8,250 $ 8,250 $ 10,000 $ 50,592 the incremental cost for Mr. Schiffman's personal use of aircrafta payment to Craig Smith to cover COBRA premiums which he was entitled to (or eligible for) in which IAC has purchased a fractional ownership interest. The incremental cost for personal use of this aircraft is calculated based on the average variable operating costs to IAC. Variable costs are calculated by multiplying the hours flown for personal use by the hourly flight and fuel charges, plus airport arrival and/or departure fees (if applicable) and do not include monthly management fees for such aircraft.(4)Priorrelation to his appointment as Chief Executive Officer of ANGI, Mr. Ridenour served as Chief Product Officer of ANGI (from September 2017 to November 7, 2018) and as Chief Product Officer and Chief Technology Officer oftermination from the Company's HomeAdvisor (US) business (from November 2011 to September 2017).Company in December 2020.(5)ANGI,Angi, Ms. Cohen served as Executive Vice President of Finance and Accounting of ANGIAngi (from September 2017 to March 12, 2019) and in the same role for the Company'sCompany’s HomeAdvisor business since January 2017. Ms. Cohen resigned as Chief Financial Officer on December 31, 2020.(6)ANGI,Angi, Mr. Hanrahan served as Chief Executive Officer of the Company'sCompany’s Handy business (from 2012) and continuescontinued to serve in this capacity in addition to his role ascapacity. Mr. Hanrahan was appointed Chief ProductExecutive Officer of ANGI.(7)Mr. Schiffman was appointed Executive Vice President and Chief Financial Officer of IAC in April 2016 and served as Chief Financial Officer of ANGI from September 2017 through March 12, 2019. Information presented for Mr. Schiffman in the table above reflects compensation payable to him by IAC in his capacity as Executive Vice President and Chief Financial Officer of IAC. In 2016 and prior to the Combination in 2017, none of Mr. Schiffman's IAC compensation was allocated to the Company's HomeAdvisor (US) business. For the period commencing on January 1, 2019 through March 12, 2019, for the fiscal year ended December 31, 2018 and the period commencing on September 29, 2017 through December 31, 2017, $119,517, $641,334 and $240,625, respectively, of Mr. Schiffman's IAC compensation was allocated to the Company for his services as Chief Financial Officer of ANGI pursuant to the Services Agreement. As described in the Compensation Discussion and Analysis beginning on page 19. Mr. Schiffman's compensation is determined by the IAC Compensation and Human Resources Committee.20192020ANGI and IACAngi equity awards granted to our named executives in 2019.2020. Estimated Future Payouts Under
Equity Incentive Plan Awards All Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#) Grant Date Fair
Value of Stock
and Option
Awards ($) Grant Date Threshold
(#) Target
(#) Maximum
(#) — — — — — — 2/11/19 (1) — — — 175,849 $ 2,999,984 (2) 2/11/19 (3) — — — 234,466 $ 3,999,990 (2) 6/26/19 (1) — — — 113,895 $ 1,499,997 (2) 6/26/19 (4) 0 (4) 113,895 (4) 113,895 (4) $ 1,499,997 (2) 10/14/19 (5) 0 (5) 575,403 (5) 1,213,500 (5) $ 4,890,405 (6) 3/18/19 (7) — — — 187,852 $ 2,999,996 (2) 2/12/19 (8) — 8,988 — — $ 1,547,734 (9) 2/12/19 (10) — 17,977 — — $ 2,701,404 (9) Estimated Future Payouts Under
Equity Incentive Plan AwardsAll Other
Stock
Awards:
Number of
Shares of
Stock or
Units (#)Grant Date Fair
Value of Stock
and Option
Awards ($)Name Grant Date Threshold (#) Target (#) Maximum (#) William B. Ridenour 12/2/2020 (1) — (1) 553,914 (1) 553,914 (1) 1,661,742 $ 10,603,072 (2) Jamie Cohen 3/19/2020 (3) — — — 147,710 $ 754,798 (5) Oisin Hanrahan 12/2/2020 (1) — (1) 369,276 (1) 369,276 (1) 1,107,828 $ 7,068,714 (2) Allison Lowrie 3/19/2020 (3) — — — 369,276 $ 1,887,000 (5) Jeffrey W. Kip 3/19/2020 (4) — — — 147,710 $ 754,798 (5) Craig Smith 3/19/2020 (3) — — — 369,276 $ 1,887,000 (5) ANGIAngi RSUs that vest in one lump sum installment on February 15, 2023, subject to continued service, and Angi PSUs that vest in one lump sum installment, subject to continued service and the satisfaction of a performance conditions tied to the Company’s successful rebranding to Angi.(2)ANGIAngi RSU awards, calculated by multiplying the number of ANGIAngi RSUs granted by the fair market value per share of ANGIAngi Class A common stock on the grant date.Option Awards(1) Stock Awards(1) Name Number of securities underlying unexercised options (#) Number of securities underlying unexercised options (#) Option exercise price ($) Option expiration date Number of shares or units of stock that have
not vestedMarket value of shares or units of stock that have not vested ($) (Excercisable) (Unexercisable) William B. Ridenour(2) Angi SARs 368,792 (3) — $ 0.98 2/11/2025 — $ — Angi SARs 4,180,837 (4) 1,393,613 (4) $ 4.53 2/14/2027 — $ — Angi RSUs — — $ — — 838,457 (5) $ 11,067,632 Angi RSUs — — $ — — 1,661,742 (6) $ 21,934,994 Angi RSUs — — $ — — 553,914 (7) $ 7,311,665 Jamie Cohen Angi SARs 171,848 (4) 139,362 (4) $ 4.53 2/14/2027 — $ — Angi RSUs — — $ — — 175,849 (8) $ 2,321,207 Angi RSUs — — $ — — 147,710 (9) $ 1,949,772 Oisin Hanrahan Angi RSUs — — $ — — 2,298,774 (10) $ 30,343,817 Angi RSUs — — $ — — 369,276 (7) $ 4,874,443 Allison Lowrie Angi SARs 986,520 — $ 2.66 2/10/26 — $ — Angi RSUs — — $ — — 234,466 (11) $ 3,094,951 Angi RSUs — — $ — — 369,276 (9) $ 4,874,443 Jeffrey W. Kip Angi RSUs — — $ — — 147,710 (12) $ 1,949,772 IAC stock options — 5,000 (13) $ 65.22 12/1/2026 — $ — Craig Smith Angi SARs 696,807 (4) — $ 4.53 2/14/2027 — $ — IAC stock options — 5,000 (13) $ 65.22 12/1/2026 — $ — ANGIAngi SARs that vested in equal installments (25%) on each of February 11, 2016, 2017, 2018 and 2019 (or in the case of Ms. Cohen only, June 1, 2016, 2017, 2018 and 2019), subject to continued service.117,233, 58,616419,228 and 58,617419,229 of which vestwould have vested on February 11,November 8, 2021 2022 and 2023,2022, respectively, subject to continued service.(4)ANGIAngi RSUs that would have vested in one lump sum installment on February 15, 2023, subject to continued service. These awards were forfeited and canceled upon Mr. Ridenour’s departure from the Company on February 24, 2021.Company'sCompany’s average annual revenue growth rate over the three year term of the award. Ifaward and if an annual revenue growth target is met for any of the twelve (12) month measurement periods over the three year term of the award, one-third of the award shall vest at the end of such twelve (12) month period.The number that appears in the "Threshold" column is zero because the terms of this award provide that if the minimum level of the performance condition is not achieved, then none of the award will vest. Since the "Target" amount for this award is not determinable, the number provided in the table above is a representative amount based on the Company's assessment of the performance conditions associated with this award as of December 31, 2019. The number that appears in the "Maximum" column reflects the maximum number of RSUs that would vest if the highest level of the performance condition is achieved.(5)Represents ANGIperiod; (iv) 793,568 Angi RSUs that vested/vest in five bi-annual installments commencing on October 19, 2019 and ending on October 19, 2021, subject to continued service and with the actual number of RSUs vesting on any vesting date to be determined based on a comparison of the market price of the Company'sCompany’s Class A common stock on each vesting date to the Company'sCompany’s stock price on the date on which the Company completed the acquisition of Handy.The number that appears in the "Threshold" column is zero because the terms of this award provide that at certain ANGI stock prices none of the award will vest. Since the "Target" amount for this award is not determinable, the number provided in the table above is a representativeamount based on the sum of: (i) the number of ANGI RSUs that vested on October 19, 2019 and (ii) the Company's assessment of the performance conditions associated with this award as of December 31, 2019. The number that appears in the "Maximum" column reflects the maximum number of RSUs that would vest if the highest level of the performance condition is achieved.(6)The amount represents the grant date fair value of ANGI RSUs subject to performance conditions related to the market price of the Company's Class A common stock, based on a probability weighted outcome analysis as of the grant date that incorporates a Monte Carlo simulation of ANGI's stock price.(7)Represents ANGIHandy; (v) 1,107,828 Angi RSUs that vest in equal annual installmentsone lump sum installment on the first three anniversaries of the grant date,February 15, 2023, subject to continued service.(8)performance-basedAngi RSUs, that 117,233, 58,616 and 58,617 of which vested/vest on any day during the three year period following February 12, 2019 if the average closing price per share of IAC common stock over a period of ten consecutive trading days equals or exceeds $267.00 (a 20% increase to the closing price of IAC common stock on the grant date),11, 2021, 2022 and 2023, respectively, subject to continued service through the date on which the performance condition is satisfied (the "Three Year PSUs"). Shares of IAC common stock acquired upon vesting may not be sold until the earlier of: (x) one year from the vesting date or (y) the original term of the award (three years).service. The performance condition was satisfied on January 21, 2020.(9)The amount represents the grant date fair value of IAC RSUs subject58,616 shares scheduled to performance conditions related to IAC's stock price, based on a probability weighted outcome analysis as of the grant date that incorporates a Monte Carlo simulation of IAC's stock price.(10)Represents performance-based RSUs that vest on any day during the five year period following February 12, 2019 if the average closing price per share of IAC common stock over a period of ten consecutive trading days equals or exceeds $333.75 (a 50% increase to the closing price of IAC common stock on the grant date), subject to continued service through the date on which the performance condition is satisfied (the "Five Year PSUs"). Shares of IAC common stock acquired upon vesting may not be sold until the earlier of: (x) one year from the vesting date or (y) the original term of the award (five years). As of the date of this proxy statement, the performance condition had not been satisfied. Outstanding Equity Awards at 2019 Fiscal Year-End The table below provides information regarding ANGI SARs and RSUs and IAC stock options and RSUs, as applicable, held by our named executives on December 31, 2019. The market value of all ANGI and IAC RSU awards is based on the closing prices of ANGI Class A common stock and IAC common stock on December 31, 2019 ($8.47 and $249.11, respectively). Option Awards(1) Stock Awards(1) Number of
securities
underlying
unexercised
options (#) Number of
securities
underlying
unexercised
options (#) Option
exercise
price ($) 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) 3,216,308 (3) — $ 0.98 2/11/25 — — 2,787,225 (4) 2,787,225 (4) $ 4.53 2/14/27 — — — — — — 838,457 (5) $ 7,101,731 — 5,000 (6) $ 65.22 12/1/26 — — — — — — 40,000 (7) $ 9,964,400 92,908 (3) — $ 0.98 6/1/25 — — 278,722 (4) 278,723 (4) $ 4.53 2/14/27 — — — — — — 175,849 (8) $ 1,489,441 — 5,000 (6) $ 65.22 12/1/26 — — 508,092 (3) — $ 0.98 2/11/25 — — 1,114,890 (9) 371,630 (9) $ 2.66 2/10/26 — — — — — — 234,466 (10) $ 1,985,927 — 5,000 (6) $ 65.22 12/1/26 — — — — — — 1,620,511 (11) $ 13,725,728 — — — — 187,852 (12) $ 1,591,106 110,000 (13) 50,000 (13) $ 45.78 4/7/26 — — 75,000 (14) 75,000 (14) $ 76.00 2/14/27 — — — 80,000 (15) $ 152.53 3/2/28 — — — — — — 26,965 (16) $ 6,717,251 (1)For information on the treatment of ANGI and IAC equity awards upon certain terminations of employment (including during specified periods following a change in control of ANGI and IAC), see the discussion under Estimated Potential Payments Upon Termination or Change in Control beginning on page 32.(2)The table above excludes 7,500 stock appreciation rights denominated in shares of common stock of HomeAdvisor International (the "HAI SARs") held by Mr. Ridenour, which have an exercise price of $28.89 per share and vested/vest in equal installments (25%)11, 2022 were vested on April 1, 2017, 2018, 20192021 upon Ms. Lowrie’s departure from the Company, and 2020, subject to continued service.(3)ANGI SARs that vested in equal installments (25%) on each of February 11, 2016, 2017, 2018 and 2019 (or in the case of Ms. Cohen only, June 1, 2016, 2017, 2018 and 2019), subject to continued service.(4)Represents ANGI SARsAngi RSUs that vested/vest in equal installments (25%) on each of February 14, 2018, 2019, 202015, 2021, 2022, 2023 and 2021,2024, subject to continued service.(5)Represents ANGI RSUs, 419,228 and 419,229 of which will vest on November 8, 2021 and 2022, respectively, subject to continued service.(6)vestvested in one lump sum installment on December 1, 2020, subject to continued service.(7)Represents IAC RSUs that were scheduled to vest in one lump sum installment on February 14, subject to the achievement of specified levels of revenue and EBITDA margin by certain of the Company's domestic businesses for the fiscal year ended December 31, 2019 and continued service. The performance conditions were not satisfied and therefore the IAC RSUs in the table above were forfeited and canceled.(8)Represents ANGI RSUs that vest in one lump sum installment on February 11, 2022, subject to continued service.(9)Represents ANGI SARs that vested/vest in equal installments (25%) on each of February 10, 2017, 2018, 2019 and 2020, subject to continued service.(10)Represents ANGI RSUs, 117,233, 58,616 and 58,617 of which vest on February 11, 2021, 2022 and 2023, respectively, subject to continued service.(11)Represents: (i) 339,177 ANGI RSUs that vested/vest in five equal bi-annual installments commencing on October 19, 2019 and ending on October 19, 2021, subject to continued service; (ii) 113,895 ANGI RSUs that vest in one lump sum installment on the third anniversary of the grant date (June 26, 2019), subject to continued service; (iii) 113,895 ANGI RSUs that vest in one lump sum installment on the third anniversary of the grant date (June 26, 2019), subject to continued service and the satisfaction of a performance condition tied to the Company's average annual revenue growth rate over the three year term of the award and if an annual revenue growth target is met for any of the twelve (12) month measurement periods over the three year term of the award, one-third of the award shall vest at the end of such twelve (12) month period; and (iv) 1,053,544 ANGI RSUs that vested/vest in five bi-annual installments commencing on October 19, 2019 and ending on October 19, 2021, subject to continued service and with the actual number of RSUs vesting on any vesting date to be determined based on a comparison of the market price of the Company's Class A common stock on each vesting date to the Company's stock price on the date on which the Company completed the acquisition of Handy.(12)Represents ANGI RSUs that vested/vest in equal annual installments on the first three anniversaries of the grant date (March 18, 2019), subject to continued service.(13)Represents IAC stock options that vested/vest in four equal annual installments on the first four anniversaries of the grant date (April 7, 2016), subject to continued service.(14)Represents IAC stock options that vested/vest in four equal annual installments on the first four anniversaries of the grant date (February 14, 2017), subject to continued service.(15)Represents: (i) 40,000 IAC stock options that vest in two equal installments on February 15, 2021 and 2022, subject to continued service, and become exercisable on February 16, 2022, and (ii) 40,000 IAC performance stock options that vest in two equal installments on February 15, 2021 and 2022, subject to continued service and the satisfaction of a performance condition (specifically, that the closing price per share of IAC common stock must equal or exceed $200.00 during any twenty consecutive trading days during the period in which the stock options remain outstanding), and become exercisable on February 16, 2022. As of December 31, 2019, the performance condition described in (ii) above had been satisfied.(16)Represents 8,988 Three Year PSUs and 17,977 Five Year PSUs. For details regarding these awards, see Grants of Plan-Based Awards in 2019.ANGIAngi SARs, and IAC stock options, Match stock options and the vesting of ANGIAngi RSUs in 20192020 and the related value realized, excluding the effect of any applicable taxes. In conjunction with the spin off of Match from IAC, IAC option holders had a portion of IAC options converted into Match options on June 30, 2020. The dollar value realized upon the exercise of ANGIAngi SARs, IAC stock options and IACMatch stock options is equal to the difference between the sale price of the shares at exercise and the applicable exercise price, multiplied by the number of awards exercised. The dollar value realized upon the vesting of ANGIAngi RSUs represents the closingANGIAngi Class A common stock on the vesting date, multiplied by the number of ANGIAngi RSUs vesting.SAR and Option Awards Stock Awards Name Number of
Shares
Acquired
Upon Exercise
(#)Value
Realized
Upon Exercise
($)Number of
Shares
Acquired
Upon Vesting
(#)Value
Realized
Upon Vesting
($)William B. Ridenour Angi SARs 2,847,516 $ 37,598,804 — $ — IAC stock options 15,000 $ 2,444,708 — $ — Match stock options 10,792 $ 1,076,244 — $ — Jamie Cohen Angi SARs 199,782 $ 1,960,052 — $ — IAC stock options 5,000 $ 515,583 — $ — Match stock options 10,792 $ 1,035,504 — $ — Oisin Hanrahan Angi RSUs — $ — 429,565 $ 3,268,784 Allison Lowrie Angi SARs 1,008,092 $ 12,198,448 — $ — IAC stock options 5,000 $ 513,158 — $ — Match stock options 10,792 $ 1,045,649 — $ — Jeffrey Kip — $ — — $ — Match stock options 10,792 $ 1,035,504 — $ — Craig Smith Angi RSUs — $ — 816,453 $ 10,834,331 Angi SARs 5,372,177 $ 44,812,383 — $ — Match stock options 10,792 $ 1,033,848 — $ — SAR and Option Awards Stock Awards Number of
Shares
Acquired
Upon Exercise
(#) Value
Realized
Upon Exercise
($) Number of
Shares
Acquired
Upon Vesting
(#) Value
Realized
Upon Vesting
($) 499,992 $ 7,118,844 — — 10,000 $ 1,731,875 — — 139,361 $ 1,722,377 — — 420,983 $ 6,048,934 — — — — 329,544 $ 2,979,667 — — — — 35,000 $ 6,273,164 — — OverviewANGIAngi and IAC stock and annual incentive plans, entitle our named executives to continued base salary payments, the acceleration of the vesting of equity awards and/or extended post-termination exercise periods for equity awards upon certain terminations of employment (including certain terminations during specified periods following a change in control of ANGIAngi and IAC).Messrs. Ridenour andMr. Hanrahan and Mses. Cohen, Lowrie and Shaw upon the events described below (as and if applicable), assuming that the relevant event occurred on December 31, 2019,2020, are described and quantified below. These amounts, which exclude the effect of any applicable taxes, are based on the number of ANGI SARs and RSUs and IAC stock optionsAngi PSUs and RSUs outstanding on December 31, 20192020 and the closing pricesprice of ANGIAngi Class A common stock ($8.47) and IAC common stock ($249.11), in each case,of $13.20 on December 31, 2019.2020. 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 to these named executives. No amounts have been described and quantified for payable.Schiffman, who voluntarily resignedRidenour stepped down from his positionrole as Chief Executive Officer of the Company and as a member of the board of directors of the Company effective February 24, 2021. In connection with Mr. Ridenour’s resignation from the Company and in accordance with his employment agreement all outstanding and unvested awards were forfeited.ANGI on March 12, 2019."Qualifying Termination"“Qualifying Termination”) on December 31, 2019,2020, pursuant to the terms of their respectivehis employment agreements, Messrs. Ridenour andagreement, Mr. Hanrahan and Mses. Cohen, Lowrie and Shaw would have been entitled to:their respectivehis base salaries,salary, subject to the execution and non-revocation 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 continued base salary payments are being made; and• ANGI and IAC (and in the case of Mr. Hanrahan, only ANGI) equity awards (including 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; provided, that the vesting of awards subject to performance conditions (if any) shall remain subject to the satisfaction of such conditions. Each named executive would have also been entitled to continue to have the ability to exercise his or her vested ANGI SARs (and in the case of Mr. Ridenour only, his IAC stock options as well), including any awards that vested pursuant to the acceleration rights described above, through June 30, 2021 (or if earlier, the scheduled expiration date for such awards). In addition, ANGIAngi RSUs granted to him prior to the effective date of his appointment as Chief Product Officer of ANGI.Messrs. Ridenour andMr. Hanrahan, and Mses. Cohen, Lowrie and Shaw, "good reason"“good reason” means: (i) a material diminution in his or her base salary, (ii) a material diminution in his or her title, duties or level of responsibilities, (iii) the relocation of his or her principal place of employment to a location that is greater than fifty (50) miles from the greater Denver, Colorado metropolitan area (or, in the case of: (x) Ms. Shaw only, prior to her relocation to the Denver, Colorado metropolitan area, the Indianapolis, Indiana metropolitan area, and (y) Mr. Hanrahan only, New York City),City, and (iv) in the case of Mr. Ridenour only, the failure of the Company to nominate him to stand for election to (or his removal from) the Company's board of directors other than pursuant to a termination of his employment due to death, disability or cause or a voluntary termination and (v) in the case of Mr. Hanrahan only, the Company requiring him to report to anyone other than the Chief Executive Officer of ANGI,Angi, in each case, without the written consent of the applicable named executive or that is not cured promptly after notice.executiveexecutives upon a change in control of ANGI or IACAngi on December 31, 2019.2020. Upon a Qualifying Termination on December 31, 20192020 that occurred during the two year period following a change in control of: (i) ANGI,of Angi, in accordance with our stock and annual incentive plan and related award agreements, the vesting of all then outstanding and unvested ANGI SARsAngi PSUs and RSUs held by our named executivesMr. Hanrahan (as applicable) would have been accelerated, and (ii)accelerated.the applicable IAC stock and annual incentive plan(s)plan and related award agreements, the vesting of all then outstanding and unvested IAC and Angi stock options and/or RSUs held by all of our named executives (as applicable)Mr. Kip would have been accelerated.ANGI and IACAngi on December 31, 20192020 Qualifying
Termination Qualifying
Termination
During the Two
Year Period
Following a
Change in
Control of
ANGI Qualifying
Termination
During the Two
Year Period
Following a
Change in
Control of
IAC $ 600,000 $ 600,000 $ 600,000 $ 5,490,835 $ 10,981,667 $ 5,490,835 $ 919,450 $ 919,450 $ 919,450 — — $ 9,964,400 $ 7,010,285 $ 12,501,117 $ 16,974,685 $ 350,000 $ 350,000 $ 350,000 $ 549,086 $ 1,098,167 $ 549,086 $ 496,478 $ 1,489,441 $ 496,478 $ 919,450 $ 919,450 $ 919,450 $ 2,315,014 $ 3,857,058 $ 2,315,014 $ 400,000 $ 400,000 $ 400,000 $ 1,464,222 $ 1,464,222 $ 1,464,222 — $ 1,985,927 — $ 919,450 $ 919,450 $ 919,450 $ 2,783,672 $ 4,769,599 $ 2,783,672 $ 350,000 $ 350,000 $ 350,000 $ 6,541,306 $ 13,725,729 $ 6,541,306 $ 6,891,306 $ 14,225,729 $ 6,891,306 $ 350,000 $ 350,000 $ 350,000 $ 530,366 $ 1,591,106 $ 530,366 $ 880,366 $ 1,941,106 $ 880,366 Name and Benefit Qualifying Termination Qualifying Termination During the Two Year Period Following a Change in Control of Angi Qualifying Termination During the Two Year Period Following a Change in Control of IAC Oisin Hanrahan Continued Salary (1) $ 350,000 $ 350,000 $ 350,000 Market Value of Angi RSUs that would vest (2)(3) $ 13,992,000 $ 35,218,260 $ 13,992,000 Total Estimated Incremental Value $ 14,342,000 $ 35,568,260 $ 14,342,000 Jeffrey W. Kip Continued Salary $ 575,000 $ 575,000 $ 575,000 excludes: (i) 7,500 HAI SARs held byreflects the annual salary for Mr. Ridenour, which have an exercise priceHanrahan as of $28.89 per share and vested/vest in equal installments (25%) on April 1, 2017, 2018, 2019 and 2020, subject to continued service, and (ii) in the case of the Qualifying Termination and Qualifying Termination During the Two Year Period Following a Change in Control of ANGI columns only, 40,000 IAC RSUs that were scheduled to vest in one lump sum installment on February 14, 2020, subject to the achievement of specified levels of revenue and EBITDA margin by certain of the Company's domestic businesses for the fiscal year ended December 31, 2019 and continued service, because the performance conditions were not satisfied and therefore such IAC RSUs were forfeited and canceled.(2)Represents: (i)2020, prior to his appointment to CEO in the case of ANGI SARs, the difference betweenFebruary 2021.ANGIAngi Class A common stock ($8.47)13.20) on December 31, 2019 and the exercise prices of all in-the-moneyANGI SARs accelerated upon the occurrence of the relevant event specified above,2020, multiplied by the number of ANGI SARs so accelerated, and (ii) in the case of IAC stock options, the difference between the closing price of IAC common stock ($249.11) on December 31, 2019 and the exercise prices of all in-the-money IAC stock options accelerated upon the occurrence of the relevant event specified above, multiplied by the number of IAC stock options so accelerated.(3)Represents: (i) in the case of ANGI RSUs, the closing price of ANGI Class A common stock ($8.47) on December 31, 2019, multiplied by the number of ANGIAngi RSUs accelerated upon the occurrence of the relevant event specified above, and (ii) in the case of IAC RSUs, the closing price of IAC common stock ($249.11) on December 31, 2019, multiplied by the number of IAC RSUs accelerated upon the occurrence of the relevant event specified above.(4)2019.2020.("(“Item 402(u)"”), we are disclosing the ratio of our median employee'semployee’s annual total compensation to the annual total compensation of our currentformer Chief Executive Officer, Mr. Ridenour (the "2020“2021 Pay Ratio"Ratio”). We last identified our median employee in the proxy statement for our 2018 Annual Meeting of Stockholders (the "2018 Proxy Statement"). Item 402(u) permits us to identify our median employee once every three years (and calculate total compensation for that employee each year), so long as there has been no change in our employee population or employee compensation arrangements during 2019 that we reasonably believe would result in a significant change to our 2020 Pay Ratio disclosure. Since there have been no significant changes in ANGI's employee population or employee compensation arrangements (including those of the median employee), we are using the same median employee identified in our 2018 Proxy Statement to determine our 2020 Pay Ratio.2019:2020: (i) the estimated median of the annual total compensation of all ANGIAngi employees (other than Mr. Ridenour) was approximately $50,911,$55,989, (ii) Mr. Ridenour'sRidenour’s total annual compensation, as reported in the Summary Compensation Table on page 26,21, was $1,008,400$11,911,322 and (iii) the ratio of annual total compensation of Mr. Ridenour to the median of the annual total compensation of our other employees was twenty213 to one. As discussed above, we are using the median employee identified in our 2018 Proxy Statement to determine our 2020 Pay Ratio. in our 2018 Proxy Statement,above, we first identified our total number of employees as of December 31, 2018 (4,4842020 (5,171 in total, 3,8664,571 of which were located in the United States and 618600 of which were collectively located in various jurisdictions outside of the United States). We then excluded employees located in Germany (105)(124), which represented less than 5% of our total number of employees. After excluding employees in Germany, our pay ratio calculation included 4,3795,047 of our total 4,4845,171 employees.20182020 in a consistent manner across the applicable employee population. For this purpose, annual total compensation is total income, excluding income related to stock-based compensation awards, paid to such employees and reported to the Internal Revenue Service in the United States (and equivalent amounts paid to such employees located outside of the United States and reported to the relevant tax authorities). We then annualized the compensation of employees who were hired in 20182020 but did not work for us for the entire year. After we identified the median employee, we determined such employee'semployee’s total annual compensation in the same manner as we determined the total annual compensation for our Chief Executive Officer disclosed in the Summary Compensation Table on page 26.21.20202021 Pay Ratio set forth above is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based on the methodologies and assumptions described above. SEC rules for identifying the median employee and determining the related pay ratio permit companies to use a wide range of methodologies, estimates and assumptions. As a result, the pay20202021 Pay Ratio.ANGIAngi Class A common stock to further align the interests of our non-employee directors with those of our stockholders. Arrangements in effect during 20192020 provided that: (i) each non-employee director receive an annual retainer in the amount of $50,000, (ii) each member of the Audit, Executive Compensation and Compensation Committees (including their respective Chairpersons) receive an additional annual retainer in the amount of $10,000, $5,000 and $5,000, respectively, and (iii) the Chairpersons of each of the Audit, Executive Compensation and Compensation Committees receive an additional annual retainer in the amount of $20,000, with all amounts being paid quarterly, in arrears. Members (including the Chairpersons thereof) of both the Executive Compensation and Compensation Committees shall only receive one committee and Chairperson retainer.ANGIAngi RSUs with a dollar value of $250,000 upon his or her initial election to the Board and annually thereafter upon re-election on the date of ANGI'sAngi’s annual meeting of stockholders, the terms of which provide for: (i) vesting in three equal annual installments commencing on the first anniversary of the grant date, (ii) cancellation and forfeiture of unvested ANGIAngi RSUs in their entirety upon termination of service and (iii) full acceleration of the vesting of ANGIAngi RSUs upon a change in control of ANGI.Angi. A director may defer settlement of all or a portion of Angi RSUs upon his or her prior election in writing to the Company. The Company also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at ANGIAngi Board and Board committee meetings. For purposes of these compensation arrangements, non-employee directors are those directors who are not employed by (or otherwise providing services to) ANGIAngi or IAC.201920192020 and (ii) the grant date fair value of ANGIAngi RSU awards granted in 2019.2020. Fees Earned
and Paid in
Cash($)(1) Stock
Awards($)(2)(3) Total($) $ 85,000 $ 249,993 $ 334,993 $ 85,000 $ 249,993 $ 334,993 $ 55,000 $ 249,993 $ 304,993 $ 60,000 $ 249,993 $ 309,993 Name Cash($)(1) Awards($)(2)(3) Total($) Thomas R. Evans $ 85,000 $ 249,990 $ 334,990 Alesia J. Haas $ 85,000 $ 249,990 $ 334,990 Suzy Welch $ 55,000 $ 249,990 $ 304,990 Yilu Zhao $ 60,000 $ 249,990 $ 309,990 ANGIAngi RSU awards, calculated by multiplying the number of ANGIAngi RSUs granted by the fair market value per share of ANGIAngi Class A common stock on the grant date.2019:2020: (i) Mr. Evans has a total of 13,446 vested ANGIAngi stock options and 36,676 ANGI38,109 Angi RSUs and (ii) each of Mses. Haas, Welch and Zhao had a total of 36,67638,109 RSUs outstanding.2019,2020, regarding the ANGIAngi 2017 Stock and Annual Incentive Plan (the "ANGI“Angi 2017 Plan"Plan”), pursuant to which grants of ANGIAngi RSUs, SARs, stock options or other rights to acquire shares of ANGIAngi Class A common stock may be made from time to time. Number of Securities
to be Issued upon
Exercise of
Outstanding Options,
Warrants and
Rights(A)(1) 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) 33,352,618 (3) $ 3.69 21,920,543 (4) — — — 33,352,618 (3) $ 3.69 21,920,543 (4) Plan Category Number of Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights(A)(1) 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) 24,214,986 (3) $ 3.87 15,462,158 (4) Equity compensation plans not approved by security holders(2) — $ — — Total 24,214,986 (3) $ 3.87 15,462,158 (4) ANGIAngi Class A common stock that have been reserved and may be issuable upon the settlement of previously issued HomeAdvisor SARs that were converted into ANGIAngi SARs in connection with the Combination (the "Prior“Prior Plan Awards"Awards”). Pursuant to the Employee Matters Agreement, IAC may require Prior Plan Awards to be settled in shares of IAC common stock, in which case: (i) we will reimburse IAC for the cost of those shares by issuing additional shares of ANGIAngi Class A common stock to IAC and (ii) the shares of ANGIAngi Class A common stock underlying such awards shall again be made available for future issuance under the ANGIAngi 2017 Plan. Information excludes shares of ANGIAngi Class A common stock that have been reserved and may be issuable as of December 31, 20192020 upon the settlement of 545,800473,179 stock options with a weighted-average exercise price of $12.68$13.19 and 129,83415,423 RSUs granted by Angie'sAngie’s List prior to the Combination under the Angie'sAngie’s List, Inc. Amended and Restated Omnibus Incentive Plan that were converted into ANGIAngi stock options and ANGIAngi RSUs and assumed by us in connection with the Combination. No securities remain available for future issuance under this plan.ANGIAngi Class A common stock that were potentially issuable upon the settlement of equity awards denominated in shares of ANGIAngi subsidiaries, based on the estimated values of such awards as of December 31, 2019.2020. The number of shares of ANGIAngi Class A common stock ultimately needed to settle these awards can vary 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 subsidiaries as of December 31, 2019.and combined financial statements in our Form 10-K for the fiscal year ended December 31, 2019,2020, which is incorporated herein by reference.ANGIAngi 2017 Plan, which replaced the HomeAdvisor 2013 Long-Term Incentive Plan, the plan pursuant to which the Prior Plan Awards were granted.22,559,2349,678,083 shares of ANGIAngi Class A common stock that have been reserved and may be issuable upon the settlement of Prior Plan Awards and (ii) up to 10,793,38414,536,903 shares of ANGIAngi Class A common stock that have been reserved and may be issuable upon the settlement of other ANGIAngi SARs, ANGIAngi RSUs and ANGIAngi stock options outstanding as of December 31, 2019.2020.ANGIAngi Class A common stock that remain available for future issuance under the ANGIAngi 2017 Plan.28, 2020,20, 2021, information relating to the beneficial ownership of ANGIAngi Class A common stock and Class B common stock by: (1) each person known by ANGIAngi to own beneficially more than 5% of the outstanding shares of ANGIAngi Class A common stock and Class B common stock, (2) each director nominee (all of whom are incumbent directors), (3) each ANGIAngi named executive and (4) all current directors and executive officers of ANGIAngi as a group. As of April 28, 2020,20, 2021, there were 75,479,09882,238,720 and 421,756,247421,958,021 shares of ANGIAngi Class A common stock and Class B common stock, respectively, outstanding.ANGI HomeservicesAngi Inc., 3601 Walnut Street, Suite 700, Denver, Colorado 80205. For each listed person, the number of shares of ANGIAngi Class A common stock and percent of such class listed includes vested ANGIAngi SARs and/or stock options held by such person and assumes the conversion of any shares of ANGIAngi Class B common stock owned by such person and the vesting of any ANGIAngi SARs, stock options and/or RSUs that are scheduled to occur within sixty days of April 28, 2020,20, 2021, but does not assume the conversion or vesting of any such securities owned by any other person. Shares of ANGIAngi Class B common stock may, at the option of the holder, be converted on a one-for-one basis into shares of ANGIAngi Class A common stock. The percentage of votes for all classes of ANGIAngi capital stock is based on one vote for each share of ANGIAngi Class A common stock and ten votes for each share of ANGIAngi Class B common stock. ANGI Class A Common Stock ANGI Class B Common Stock Percent
of Votes # of
Shares
Owned % of
Class
Owned # of
Shares
Owned % of
Class
Owned (All
Classes)
% 421,756,247 (1) 84.8 % 421,756,247 (1) 100 % 98.2 % 10,828,637 (2) 14.3 % — — * 10,444,768 (3) 13.8 % — — * 6,580,358 (4) 8.7 % — — * 6,126,437 (5) 8.1 % — — * 5,346,139 (6) 7.1 % — — * 5,000,668 (7) 6.6 % — — * 4,640,610 (8) 6.1 % — — * 4,562,716 (9) 6.0 % — — * 4,116,356 (10) 5.5 % — — * 353,142 (11) * — — * 70,106 (12) * — — * 24,019 (13) * — — * 471,653 (14) * — — * 903,304 (15) 1.2 % — — * — — — — — 1,994,612 (11) 2.6 % — — * 7,397,145 (11) 8.9 % — — * — — — — — 44,082 (16) * — — * 4,375,371 (11) 5.5 % — — * — — — — — 24,019 (17) * — — * — — — — — 20,385 (18) * — — * 15,677,838 17.4 % — — * Angi Class A Common Stock Angi Class B Common Stock Percent of Votes # of Shares % of Class # of Shares % of Class (All Classes) Name and Address of Beneficial Owner Owned Owned Owned Owned % IAC/InterActiveCorp 424,537,285 (1) 84.2 % 421,958,021 (1) 100 % 98.2 % 555 West 18th Street New York, NY 10011 Parnassus Investments 10,603,269 (2) 12.9 % — — * 1 Market Street Suite 1600 San Francisco, CA 94105 The Vanguard Group 6,843,707 (3) 8.3 % — — * 100 Vanguard Blvd. Malvern, PA 19355 HighSage Ventures LLC 5,130,555 (4) 6.2 % — — * 200 Clarendon Street 59th Floor Boston, MA 02116 SQN Investors LP et al 4,562,716 (5) 5.5 % — — * 201 Redwood Shores Parkway, Suite 242 Redwood City, CA 94065 Jamie Cohen — * — — * Thomas R. Evans 75,100 (6) * — — * Alesia J. Haas 48,990 (7) * — — * Kendall Handler — * — — * Oisin Hanrahan 236,727 (8) * — — * Angela Hicks Bowman 838,971 (9) 1.0 % — — * Jeffrey Kip — * — — * Joseph Levin — * — — * Allison Lowrie 236,760 * — — * William B. Ridenour — * — — * Glenn H. Schiffman — * — — * Craig Smith — * — — * Mark Stein — * — — * Suzy Welch 55,614 (10) * — — * Gregg Winiarski — * — — * Yilu Zhao 44,486 (11) * — — * All current directors and executive officers as a group (14 persons) 1,453,549 1.8 % — — * 421,756,247421,958,021 shares of ANGIAngi Class B common stock, which are convertible on a one-for-one basis into shares of ANGIAngi Class A common stock.ANGIAngi holdings reported by way of Amendment No. 21 to a Schedule 13G filed by Luxor Capital Partners, LP (the "Onshore Fund"), Luxor Capital Partners Offshore Master Fund, LP (the "Offshore Master Fund"), Luxor Capital Partners Offshore, Ltd. (the "Offshore Feeder Fund"), Lugard Road Capital Master Fund, LP (the "Lugard Master Fund"), Luxor Wavefront, LP (the "Wavefront Fund"),LCG Holdings, LLC ("LCG Holdings"), Lugard Road Capital GP, LLC ("Lugard GP"), Luxor Capital Group, LP ("Luxor Capital Group"), Luxor Management, LLC ("Luxor Management"), Jonathan Green and Christian LeoneParnassus Investments with the SEC on February 14, 2020.The Offshore Master Fund is a subsidiary of the Offshore Feeder Fund. LCG Holdings is the general partner of the Onshore Fund, the Offshore Master Fund and the Wavefront Fund. Lugard GP is the general partner of the Lugard Master Fund. Luxor Capital Group acts as the investment manager of the Onshore Fund, the Offshore Feeder Fund, the Offshore Master Fund, the Lugard Master Fund and the Wavefront Fund (collectively, the "Funds"). Luxor Management is the general partner of Luxor Capital Group. Mr. Leone is the managing member of Luxor Management. Mr. Leone is the managing member of LCG Holdings. Each of Messrs. Leone and Green is a managing member of Lugard GP. By virtue of these relationships: (i) LCG Holdings may be deemed to have voting and dispositive power with respect to the shares of ANGI Class A common stock owned directly by the Onshore Fund, the Offshore Master Fund and the Wavefront Fund, (ii) each of Lugard GP and Mr. Green may be deemed to have voting and dispositive power with respect to the shares of ANGI Class A common stock owned directly by the Lugard Master Fund and (iii) each of Luxor Capital Group, Luxor Management and Mr. Leone may be deemed to have voting and dispositive power with respect to the shares of ANGI Class A common stock beneficially owned by the Funds.The Onshore Fund, the Offshore Master Fund, the Lugard Master Fund and the Wavefront Fund, beneficially own 4,882,836, 4,010,389, 634,527 and 1,300,885 shares of ANGI Class A common stock, respectively. The Offshore Feeder Fund, as the owner of a controlling interest in the Offshore Master Fund, may be deemed to beneficially own 4,010,389 shares of ANGI Class A common stock beneficially owned by the Offshore Master Fund. LCG Holdings, as the general partner of the Onshore Fund, the Offshore Master Fund and the Wavefront Fund, may be deemed to beneficially own 10,194,110 shares of ANGI Class A common stock beneficially owned by such funds. Lugard GP, as the general partner of the Lugard Master Fund, may be deemed to beneficially own 634,527 shares of ANGI Class A common stock held by the Lugard Master Fund. Mr. Green, as a managing member of Lugard GP, may be deemed to beneficially own 634,527 shares of ANGI Class A common stock beneficially owned by Lugard LP. Luxor Capital Group, as the investment manager of the Funds, may be deemed to beneficially own all 10,828,637 shares of ANGI Class A common stock beneficially owned by the Funds. Luxor Management, as the general partners of Luxor Capital Group, may be deemed to beneficially own all 10,828,637 shares of ANGI Class A common stock beneficially owned by Luxor Capital Group. Mr. Leone, as the managing member of Luxor Management, may be deemed to beneficially own all 10,828,637 shares of ANGI Class A common stock beneficially owned by Luxor Management.Each of the Onshore Fund, the Offshore Master Fund, the Offshore Feeder Fund, the Lugard Master Fund, the Wavefront Fund, LCG Holdings, Luxor Capital Group, Luxor Management, Mr. Green and Mr. Leone has shared voting and dispositive power over the shares of ANGI Class A common stock described in the paragraph immediately above.The Onshore Funds may be deemed to beneficially own shares of ANGI Class A common stock representing more than 5% of the shares of ANGI Class A common stock outstanding, all of which are reflected in the ANGI holdings disclosed in the table above for Luxor Capital Group et al.ANGIAngi holdings reported by way of Amendment No. 3 to a Schedule 13G filed by FMR LLC ("FMR"The Vanguard Group (“Vanguard”) and Abigail P. Johnson with the SEC on JanuaryFebruary 10, 20202021. Vanguard beneficially owns the Angi holdings disclosed in the table above in its capacity as an investment adviser. Vanguard has shared voting power, sole dispositive"Schedule 13G"“Schedule 13G”). FMRHigh Sage may be deemed to beneficially own the shares disclosed in the table above in its capacity as a parent holding company. FMRHigh Sage has soleshared voting power and soleshared dispositive power over 243,994 and 10,444,768all of the 5,130,555 shares of ANGIAngi Class A common stock respectively, disclosed in the table above.JohnsonStier serves as a member and chairmanthe Manager of the board of directors and Chief Executive Officer of FMR.High Sage. By virtue of her rolesrole at FMR, her FMR holdings, the FMR holdings of her familyHigh Sage and related voting arrangements described in the Schedule 13G, Ms. JohnsonStier may be deemed to beneficially own the shares of ANGIAngi Class A common stock disclosed in the table above and have the same voting and dispositive powers over such shares as FMR.(4)Based upon information regarding ANGI holdings reported by way of Amendment No. 2 to a Schedule 13G filed by The Vanguard Group ("Vanguard") with the SEC on February 12, 2020. Vanguard beneficially owns the ANGI 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 26,221, 9,552, 6,556,933 and 23,425 shares of ANGI Class A common stock, respectively, disclosed in the table above.(5)Based upon information regarding ANGI holdings reported by way of a Schedule 13G filed by TCS Capital Management, LLC (the investment adviser of TCS Capital Advisors, LLC ("TCS Management")), TCSTable of Contents(5)Capital Advisors, LLC (an investment fund ("TCS Advisors")) and Eric Semler (the managing member of TCS Management) with the SEC on March 25, 2020.TCS Management (in its capacity as the investment adviser of TCS Advisors), TCS Advisors (in its capacity as an investment fund) and Mr. Semler (in his capacity as managing member of TCS Management) may be deemed to beneficially own the shares of ANGI Class A common stock disclosed in the table above. Each of TCS Management and TCS Advisors may be deemed to beneficially own 3,000,000 shares of ANGI Class A common stock disclosed in the table above by virtue of their shared voting and dispositive powers over such shares. Mr. Semler may be deemed to directly own 3,126,437 shares of ANGI Class A common stock disclosed in the table above, and in his capacity as the managing member of TCS Management, may be deemed to beneficially own 3,000,000 shares of ANGI Class A common stock beneficially owned by TCS Advisors. Mr. Semler has sole voting and dispositive powers over 3,126,437 shares, and shared voting power and dispositive powers over 3,000,000 shares, of ANGI Class A common stock disclosed in the table above.(6)Based upon information regarding ANGI holdings reported by way of a Schedule 13G filed by Renaissance Technologies LLC ("Renaissance") and Renaissance Technologies Holding Corporation ("Renaissance Holdings") with the SEC on February 12, 2020. Renaissance and Renaissance Holdings beneficially own the ANGI holdings disclosed in the table above in their capacities as an investment advisor and holding company, respectively. Renaissance and Renaissance have sole voting power, sole dipositive power and shared dispositive power over 5,171,688, 5,328,143 and 17,996 shares of ANGI Class A common stock, respectively, disclosed in the table above.(7)Based upon information regarding ANGI holdings reported by way of a Schedule 13G filed by Echo Street Capital Management LLC ("Echo") and Greg Poole with the SEC on February 7, 2020. Echo and Mr. Poole beneficially own the ANGI holdings disclosed in the table above in their capacities as an investment advisor and control person, respectively. Renaissance and Renaissance Holdings have shared voting power and shared dispositive power over all of the shares of ANGI Class A common stock disclosed in the table above.(8)Based upon information regarding ANGI holdings reported by way of Amendment No. 1 to a Schedule 13G filed by Morgan Stanley and Morgan Stanley Capital Services LLC ("Morgan Stanley Capital") with the SEC on February 13, 2020. Morgan Stanley and Morgan Stanley Capital beneficially own the ANGI holdings disclosed in the table above in their capacities as a holding company and investment management company, respectively. Morgan Stanley has shared voting power and shared dispositive power over 4,639,216 and 4,640,610 shares of ANGI Class A common stock, respectively, disclosed in the table above. Morgan Stanley Capital has shared voting power and shared dispositive power over 4,511,928 shares of ANGI Class A common stock disclosed in the table above.(9)ANGIAngi holdings reported by way of Amendment No. 2 to a Schedule 13G filed by SQN Investors LP ("SQN"(“SQN”), SQN Investors GP LLC ("(“SQN GP"GP”), SQN Partners (GP) LLC ("(“Fund GP"GP”), Amish Mehta and SQN Investors Master Fund LP ("(“Master Fund"Fund”) with the SEC on February 14, 2020.ANGIAngi Class A common stock disclosed in the table above in their respective capacities as a parent holding company, investment adviser, individual, partnership and/or other role. Each of SQN, SQN GP, Fund GP, Mr. Mehta and Master Fund has shared voting power and shared dispositive power over all of the 4,562,716 shares of ANGIAngi Class A common stock disclosed in the table above and disclaim beneficial ownership of such shares except to the extent of their respective pecuniary interests therein.ANGIAngi Class A common stock disclosed in the table above. SQN GP is the general partner of SQN and Fund GP is the general partner of investment limited partnerships of which SQN is the investment adviser, including the Master Fund. Mr. Mehta is SQN'sSQN’s founder and Chief Investment Officer.ANGIAngi Class A common stock representing more than 5% of the shares of ANGIAngi Class A common stock.(10)Based upon information regarding ANGI holdings reported by way of a Schedule 13G filed by ShawSpring Partners, LLC ("ShawSpring LLC"), ShawSpring Partners GP, L.P. ("ShawSpring GP LP"), ShawSpring Partners GP, LLC ("ShawSpring GP LLC") and Dennis Hong filed with the SEC on February 7, 2020. Dennis Hong beneficially owns all the ANGI holdings disclosed in the table above in his capacity as Managing Member of ShawSpring LLC, Managing Member of the General Partner of the General Partner of ShawSpring GP LP and Sole Member of ShawSpring GP LLC, as well as personally. Dennis Hong has soleTable of Contents(6)voting power and sole dipositive power over all of the shares of ANGI Class A common stock disclosed in the table above.(11)Consists of vested ANGI SARs held by each of these named executives. The number of ANGI SARs disclosed in the table above is presented on a gross basis. Upon the exercise of ANGI SARs, the actual number of shares of ANGI Class A common stock issued to named executives at settlement is currently determined by: (i) dividing the spread by the market price of ANGI Class A common stock at exercise and then (ii) deducting from such total a number of shares of ANGI Class A common stock with a value equal to the taxes required to be withheld in connection with the exercise. Accordingly, the actual number of shares of ANGI Class A common stock ultimately issued to named executives upon the exercise of their ANGI SARs will be meaningfully less than the gross number disclosed in the table above.(12)44,75249,745 shares of ANGIAngi Class A common stock held directly by Mr. Evans, (ii) 13,446 vested ANGIAngi stock options and (iii) 11,90811,909 shares of ANGIAngi Class A common stock underlying ANGIAngi RSUs vesting in the next sixty days subject to continued service..(13)12,11137,081 shares of ANGIAngi Class A common stock held directly by Ms. Haas and (ii) 11,90811,909 shares of ANGIAngi Class A common stock underlying ANGIAngi RSUs vesting in the next sixty days, subject to continued service.days.(14)271,08130,566 shares of ANGIAngi Class A common stock held directly by Mr. Hanrahan, (ii) 97,463 shares of Angi Class A common stock underlying Angi RSUs vesting in the next sixty days, and (ii) 200,572(iii) 108,698 shares beneficially owned by Mr. Hanrahan that are held in escrow and over which Mr. Hanrahan has sole voting power.(15)393,606291,773 shares of ANGIAngi Class A common stock held directly by Ms. Hicks Bowman and (ii) 509,698547,198 vested ANGIAngi stock options.(16)Consists of shares of ANGI Class A common stock held directly by Ms. Shaw.(17)12,11137,081 shares of ANGIAngi Class A common stock held directly by Ms. Welch and (ii) 11,90818,533 shares of ANGIAngi Class A common stock underlying ANGIAngi RSUs vesting in the next sixty days, subject to continued service.(18)8,47725,953 shares of ANGIAngi Class A common stock held directly by Ms. Zhao and (ii) 11,90818,533 shares of ANGIAngi Class A common stock underlying ANGIAngi RSUs vesting in the next sixty days, subject to continued serviceservice.Company'sCompany’s directors, 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 ANGIAngi Class A common stock and other equity securities of the Company with the SEC. Directors, officers 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(and/or available on the SEC'sSEC’s website) and/or written representations that no additional forms were required, the Company believes that its directors, officers and greater than 10% beneficial owners complied with these filing requirements in 2019,2020, except that due to administrative error on the part of the Company:Company (i) a restricted stock unit award grantedlate filings to Mr. Hanrahan was not timely reported on a Form 4 and (ii)report the vesting of restricted stock unitsunit and the related withholding of shares to cover taxes due in connection with such vesting on September 29, 2020 for each of Mr. Evans, Mses. Zhao, Haas and Welch and (ii) missed filing to report the sale of shares under a 10b5-1 plan for Ms. Hicks Bowman was not timely reported on a Form 4."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 2019,2020, 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,” 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 ANGIAngi 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 ANGIAngi and/or the related person and (v) any other facts and circumstances that Company management or the Audit Committee deems appropriate. For a discussion of governance rights relating to the composition of our Board and Audit Committee, see the disclosure under the captions Information Concerning Director Nominees beginning on page 6, Director Nominations on page 12 and Audit Committee beginning on page 13.Table of Contents2020,2021, with automatic renewal for successive one (1) year terms, subject to IAC'sIAC’s continued ownership of a majority of the total combined voting power of our voting stock and any subsequent extension(s) or truncation(s) agreed to by us and IAC. Services currently provided to us by IAC pursuant to this agreement include: (i) assistance with certain legal, M&A, finance, risk management, internal audit and treasury functions, health and welfare benefits, information security services and insurance and tax affairs, including assistance with certain public company and unclaimed property reporting obligations; (ii) accounting and controllership services; (iii) investor relations services and (iv) tax compliance services. The scope, nature and extent of services may be changed from time to time as we and IAC may agree.2019,2020, we were charged approximately $4.8 million by IAC for services provided pursuant to the Services Agreement.IAC'sIAC’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 and local and foreign income taxes. Under the Tax Sharing Agreement, we are 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 its subsidiaries that includes 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 consolidated, combined, unitary or separate tax returns of us or our subsidiaries.2019,2020, the Company had taxes payable of approximately $0.2 million due to IAC pursuant to the Tax Sharing Agreement.IAC'sIAC’s U.S. health and welfare plans,ANGIAngi board, we will no longer participate in IAC'sIAC’s employee benefit plans, but will establish our own employee benefit plans that will be substantially similar to the plans sponsored by IAC.451,540 and 186,606289,444 shares of ANGIAngi Class B common stock, and 2,579,264 shares of Angi Class A common stock and 96,031 shares of Angi Class B common stock were issued to IAC as reimbursement for shares of IAC common stock issued in connection with the exercise and vestingsettlement of IACcertain equity awards held by ANGIAngi employees during 20192020 and the quarter ended March 31, 2020,2021, respectively.ANGIAngi capital stock to IAC stockholders in a transaction intended to qualify as tax-free for U.S. federal income tax purposes, the Compensation and Human Resources Committee of the IAC board of directors has the exclusive authority to determine the treatment of outstanding IAC equity awards.ANGIAngi stockholders.$1.4$1.8 million of rent for the year ended December 31, 2019.2020. At December 31, 2019,2020, there were outstanding receivables of approximately $0.9$0.1 million due from IAC pursuant to the related sublease agreements.Hicks.Hicks Bowman. Pursuant to an employment agreement between the Company and Ms. Hicks Bowman dated as of May 1, 2017, Ms. Hicks Bowman is eligible to receive an annual base salary (for 20192020 and currently, $500,000), discretionary annual cash bonuses (Ms. Hicks Bowman received $125,000$250,000 for her 20192020 performance) and such other employee benefits (for 2019,2020, Ms. Hicks Bowman received a 401(k) plan Company match in the amount of $8,400)$8,250) as may be determined by the Company from time to time.ANGIAngi equity awards granted to Ms. Hicks Bowman prior to the Combination will vest as of such date and (iii) any then vested ANGIAngi stock options will remain exercisable through the earlier of: (A) the later of (x) eighteen (18) months following such termination or resignation, and (y) May 1, 2020, and (B) the scheduled expiration date of such awards.ANGIAngi businesses during the term of her employment and for twelve (12) months thereafter and (ii) solicit ANGIAngi employees or business partners during the term of her employment and for eighteen (18) months thereafter. In addition, Ms. Hicks Bowman has agreed not to use or disclose any confidential information regarding ANGIAngi and/or its affiliates. (1) year and provides for automatic renewals for successive one (1) year terms absent written notice from the Company or Ms. Hicks Bowman sixty (60) days prior to the expiration of the then-current term.is eligible to receivereceived an annual base salary (for 2019for 2020 of $500,000 and currently, $500,000),401(k) plan Company match in the(Mr. Smith received $350,000 for his 2019 performance) and such other employee benefits (for 2019,2020 performance. Mr. Smith received aseparation benefits, including the Company accelerated the vesting of all outstanding unvested Angi equity awards held by Mr. Smith (1,393,613 stock appreciation rights and 816,453 unvested shares of Angi RSUs) and extended the post-termination exercise period for all of his vested Company stock appreciation rights through June 29, 2022.$8,400)$8,250. Mr. Ridenour resigned from the Board and certain other compensation ($3,111 for 2019, which reflects the value of a prize awarded to Mr. Smith at a Company-sponsored sales contest trip ($1,743) and related tax reimbursements on income imputed to Mr. Smith for such prize ($1,368)) as may be determined by the Company from time to time. Upon a termination of his employment without cause (as defined in his employment agreement) or his resignation for good reason (as defined in his employment agreement), subject to his execution and non-revocation of a release of claims in favorChief Executive Officer of the Company on February 24, 2021 and complianceprior to such resignation received a discretionary annual cash bonus of $700,000 for his 2020 performance. In connection with the restrictive covenants set forth in his employment agreement: (i)Mr. Ridenour's resignation from the Company will continue to pay Mr. Smith his annual base salary for twelve (12) months following such termination, (ii) all ANGI and IAC equity awards (including any cliff-vesting awards, which will be prorated as though such awards had an annualvesting schedule) held by Mr. Smith on the date of such termination that would have otherwise vested during the twelve (12) month period following such date will vest as of such date (subject to, in the case of performance-based awards, the satisfaction of the applicable performance conditions) and (iii) any then vested ANGI stock options or stock appreciation rights will remain exercisable through the earlier of: (A) the scheduled expiration date of such award(s) and (B) eighteen (18) months following the termination of Mr. Smith's employment. Pursuant toaccordance with his employment agreement, Mr. Smith is bound by covenants not to: (i) compete with ANGI businesses during the term of his employmentall outstanding and for twelve (12) months thereafter and (ii) solicit ANGI employees or business partners during the term of his employment and for twelve (12) months thereafter. In addition, Mr. Smith has agreed not to use or disclose any confidential information regarding ANGI and/or its affiliates. The employment agreement provides for an initial term of one (1) year and provides for automatic renewals for successive one (1) year terms absent written notice from the Company or Mr. Smith ninety (90) days prior to the expiration of the then-current term.ANGI HomeservicesAngi Inc., 3601 Walnut Street, Suite 700, Denver, Colorado 80205, we will provide without charge to each person solicited a printed copy of our 20192020 Annual Report on Form 10-K, including the financial statements and financial statement schedule filed therewith. Copies are also available on our website,www.angihomservices.comwww.ir.angi.com. . We will furnish requesting stockholders with any exhibit to our 20192020 Annual Report on Form 10-K upon payment of a reasonable fee. By including the foregoing website address, the Company does not intend to and shall not be deemed to incorporate by reference any material contained therein.ANGI'sAngi’s proxy materials for presentation at the 20212022 Annual Meeting of Stockholders must submit the proposal to ANGIAngi at its corporate headquarters no later than January 5,December 28, 2021. Stockholder proposals submitted for inclusion in ANGI'sAngi’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 2021 Annual Meeting of Stockholders without inclusion of the proposal or nomination in ANGI'sAngi’s proxy materials are required to provide notice of such proposal or nomination to ANGIAngi no later than March 19, 2021.23, 2022. If ANGIAngi 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 ANGIAngi officers who have been designated as proxies will accordingly be authorized to exercise discretionary voting authority to vote for or against the proposal or nomination. ANGIAngi 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.HOUSEHOLDING"householding,"“householding,” reduces the number of duplicate copies of materials stockholders receive and reduces printing and mailing costs. Only one Notice or one set of printed proxy materials, as applicable, will be sent to stockholders eligible for householding unless contrary instructions have been provided. Once you have received notice that your broker or ANGIAngi will be householding yourANGIAngi Investor Relations, c/o IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, by calling 1.212.314.7400 or by e-mailingir@angihomeservices.comir@angihomeservices.com. . Upon request, we undertake to deliver such materials promptly.ANGIAngi if you are a stockholder of record. You can notify us by sending a written request to ANGIAngi Investor Relations, c/o IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, by calling 1.212.314.7400 or by e-mailingir@angihomeservices.comir@angihomeservices.com.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 24, 2020.20192020 Annual Report on Form 10-K are available athttp://www.proxyvote.com beginning on May 5, 2020..Denver, ColoradoMay 5, 2020VOTE BY MAIL 123,456,789,012.12345 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the The Board of Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Election of Directors Nominees 01) Thomas R. Evans 06) Glenn H. Schiffman 11) Yilu Zhao 02) Alesia J. Haas 07) Craig Smith 03) Angela R. Hicks Bowman 08) Mark Stein 04) Joseph Levin 09) Suzy Welch 05) William B. Ridenour 10) Gregg Winiarksi The Board of Directors recommends you vote FOR proposal 2: 2. Ratification of the appointment of Ernst & Young LLP as ANGI Homeservices Inc.'s independent registered accounting firm for 2020. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. ForAgainst Abstain 0 0 0 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 02 0000000000 1 OF 1 1 2 0000466351_1 R1.0.1.18 SHARES CUSIP # JOB #SEQUENCE # VOTE BY INTERNET - www.proxyvote.com 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 Daylight 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. During The Meeting - Go to www.virtualshareholdermeeting.com/ANGI2020 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 Daylight Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. John Sample 234567 1234567Mark, sign and date your proxy card and return it in the postage-paid envelope we have 1234567provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS36 THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPA N Y NAME INC. - 401 K CONTROL # SHARES123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 x PAGE1 OF 2 3601 Walnut Street, Suite 700 Denver, Colorado 80205 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 8 8 8 1 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 234567 234567 234567 234567Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com ANGI HOMESERVICES INC Annual Meeting of Stockholders June 24, 2020 9:00 AM Eastern Daylight Time This proxyAudit Committee is solicitedappointed by the Board of Directors The undersigned stockholder of ANGI Homeservices Inc., a Delaware corporation, hereby acknowledges receipt (the “Company”) (the “Board’) to oversee the accounting and financial reporting processes of the NoticeCompany and the audits of Annual Meetingthe Company’s financial statements. In that regard, the Audit Committee assists the Board in monitoring (1) the integrity of Stockholdersthe financial statements of the Company, (2) the effectiveness of the Company’s internal control over financial reporting, (3) the qualifications and Proxy Statement, each dated May 5, 2020independence of the independent registered public accounting firm (the “independent accounting firm”), (4) the performance of the Company’s internal audit function and hereby appoints eachindependent accounting firm, (5) the Company’s risk assessment and risk management policies as they relate to financial and other risk exposures, and (6) the compliance by the Company with legal and regulatory requirements.Joanne Hawkins, Shannon Shawthe Company.Tanya M. Stanich, as proxyexperience requirements of the marketplace rules of the NASDAQ stock market (the “Marketplace Rules”) and attorney-in-fact, each with full powerRule 10A-3(b)(1) under the Securities Exchange Act of substitution, on behalf1934 (the “Exchange Act”). All members of the Audit Committee shall be able to read and understand fundamental financial statements. No member of the Audit Committee shall have participated in the namepreparation of the undersigned,financial statements of the Company in the past three years. These membership requirements shall be subject to representexemptions and cure periods permitted by the undersigned atMarketplace Rules and the Annual MeetingSecurities and Exchange Commission (the “SEC”), as in effect from time to time.Stockholdersthe Audit Committee shall be an “audit committee financial expert” as defined by the SEC. The members of ANGI Home Services Inc.the Audit Committee shall be appointed and may be replaced by the Board.held on June 24, 2020,performed for the Company by its independent accounting firm, subject to the de minimus exceptions for non-audit services described in Section 10A(i)(1)(B) of the Exchange Act which are approved by the Audit Committee prior to the completion of the audit. The Audit Committee may form and delegate authority to subcommittees9:00 a.m. Eastern Daylight Time, live viaits next scheduled meeting.internet at www.virtualshareholdermeeting.com/ANGI2020 ,authority, to the extent it deems necessary or appropriate, to conduct investigations into any matters within its scope of responsibility, to obtain advice and at any related adjournmentsassistance from outside legal, accounting, or postponements,other advisors, as necessary, to perform its duties and responsibilities, and to vote all sharesotherwise engage and determine funding for independent legal, accounting or other advisors. The Company shall provide for appropriate funding, as determined by the Audit Committee, for payment of Class A Common Stock whichcompensation to 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 0000466351_2 R1.0.1.18VOTE BY MAIL 123,456,789,012.12345 TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. For All Withhold All For All Except To withhold authority to vote for any individual nominee(s), mark “For All Except” and write the number(s) of the The Board of Directors recommends you vote FOR the following: nominee(s) on the line below. 0 0 0 1. Election of Directors Nominees 01) Thomas R. Evans 06) Glenn H. Schiffman 11) Yilu Zhao 02) Alesia J. Haas 07) Craig Smith 03) Angela R. Hicks Bowman 08) Mark Stein 04) Joseph Levin 09) Suzy Welch 05) William B. Ridenour 10) Gregg Winiarksi The Board of Directors recommends you vote FOR proposal 2: 2. Ratification of the appointment of Ernst & Young LLP as ANGI Homeservices Inc.'s independent registered accounting firm for 2020. NOTE: Suchthe purpose of rendering or issuing an audit report or performing other businessaudit, review or attest services for the Company and to any advisors employed by the Audit Committee, as well as funding for the payment of ordinary administrative expenses of the Audit Committee that are necessary or appropriate in carrying out its duties.properly come beforeimpact the meetingobjectivity and independence of the accounting firm and for purposes of taking, or recommending that the full Board take, appropriate actions to oversee the independence of the outside accounting firm.adjournment thereof. ForAgainst Abstain 0 0 0 Please sign exactlyprofessional certifications 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 02 0000000000 1 OF 1 1 2 0000466352_1 R1.0.1.18 SHARES CUSIP # JOB #SEQUENCE # VOTE BY INTERNET - www.proxyvote.com 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 Daylight 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. During The Meeting - Go to www.virtualshareholdermeeting.com/ANGI2020 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 Daylight Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. John Sample 234567 1234567Mark, sign and date your proxy card and return it in the postage-paid envelope we have 1234567provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. NAME THE COMPANY NAME INC. - COMMON THE COMPANY NAME INC. - CLASS A THE COMPANY NAME INC. - CLASS B THE COMPANY NAME INC. - CLASS C THE COMPANY NAME INC. - CLASS D THE COMPANY NAME INC. - CLASS E THE COMPANY NAME INC. - CLASS F THE COMPA N Y NAME INC. - 401 K CONTROL # SHARES123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 123,456,789,012.12345 x PAGE1 OF 2 ANGI HOMESERVICES INC. 3601 Walnut Street, Suite 700 Denver, Colorado 80205 Investor Address Line 1 Investor Address Line 2 Investor Address Line 3 Investor Address Line 4 Investor Address Line 5 8 8 8 1 1234 ANYWHERE STREET ANY CITY, ON A1A 1A1 234567 234567 234567 234567independent accounting firm’s work.Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: Notice & Proxy Statement, Annual Report is/ are available at www.proxyvote.com ANGI HOMESERVICES INC Annual Meeting of Stockholders June 24, 2020 9:00 AM Eastern Daylight Time This proxyExecutive Compensation Committee (the “Committee”) is solicitedappointed by the Board of Directors The undersigned stockholder(the “Board”) of ANGI HomeservicesAngi Inc., a Delaware corporation, hereby acknowledges receipt (the “Company”) to discharge the Board's responsibilities relating to the compensation of the NoticeCompany's Chief Executive Officer (the “CEO”) and the Company's other "officers," as such term is defined in Rule 16a-1(f) under the Securities Exchange Act of Annual Meeting1934, as amended (the “Exchange Act”) (collectively, including the CEO, the “Executive Officers”). The Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of Stockholdersthe Company in which the Executive Officers are the exclusive participants and Proxy Statement,any other compensation plans, policies, and programs of the Company as they may affect the Executive Officers.dated May 5, 2020meeting. In the event the Committee Chairperson is not present at a meeting, the Committee members present at that meeting shall designate one of its members as the acting Chairperson of such meeting. The Committee shall keep minutes of all of its meetings.hereby appoints eachAuthorityJoanne Hawkins, Shannon Shawcircumstances. Accordingly, the Committee's activities shall not be limited by this Charter. Subject to the foregoing, to the extent it deems necessary or appropriate:Tanya M. Stanich,approve the annual base salaries and annual incentive opportunities of the Executive Officers. The CEO shall not be present during any Committee deliberations or voting with respect to his or her compensation.proxy and attorney-in-fact, each with full powerwhen appropriate, review and approve the following as they affect the Executive Officers: (i) all other incentive awards and opportunities, including both cash-based and equity-based awards and opportunities; (ii) any employment agreements and severance arrangements; (iii) any change-in-control agreements and change-in-control provisions affecting any elements of substitution, on behalfcompensation and benefits; and (iv) 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.nameCompany's proxy statement and annual report on Form 10-K by the rules and regulations of the undersigned,SEC) with management and, based on such review and discussion, determine whether or not to representrecommend to the undersignedBoard that the CD&A be so included.Annual Meetingevent the Committee Chairperson is not present at a meeting, the Committee members present at that meeting shall designate one of Stockholdersits members as the acting Chairperson of ANGI Homeservices Inc.such meeting. The Committee shall keep minutes of all of its meetings.heldincluded in the Company's proxy statement and annual report on June 24, 2020, at 9:00 a.m. Eastern Daylight Time, live viaForm 10-K by the internet at www.virtualshareholdermeeting.com/ANGI2020 ,rules and at any related adjournments or postponements,regulations of the U.S. Securities and to vote all shares of Class B Common Stock which Exchange Commission with management.undersigned would be entitled to vote if then and there personally present,Committee shall receive periodic reports on the matters set forth on Company's compensation programs as they affect all employees.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. ContinuedCommittee shall make regular reports to the Board.be signed on reverse side 0000466352_2 R1.0.1.18subcommittees and may delegate authority to one or more designated members of the Committee as it deems appropriate.