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PROXY STATEMENT TABLE OF CONTENTS

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.DC 20549

SCHEDULE 14A

(Rule 14a-101)

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities

Exchange Act of 1934 (Amendment No.       )

Filed by the Registrant x

Filed by a Party other than the Registrant ¨

Check the appropriate box:

¨
Filed by the Registrantý

Filed by a Party other than the Registranto

Check the appropriate box:

o

Preliminary Proxy Statement

o¨

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

ýx

Definitive Proxy Statement

o¨

Definitive Additional Materials

o¨

Soliciting Material underPursuant to §240.14a-12

 

Match Group, Inc.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

x
IAC/InterActiveCorp
(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

ý

No fee required.

o¨

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1)Title of each class of securities to which transaction applies:
(2)Aggregate number of securities to which transaction applies:
(3)Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):
(4)Proposed maximum aggregate value of transaction:
(5)Total fee paid:

o

Fee paid previously with preliminary materials.

o¨

Check box if any part of the fee is offset as providedFee computed on table in exhibit required by Item 25(b) per Exchange Act Rule 0-11(a)(2)Rules 14a6(i)(1) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.



(1)

Amount Previously Paid:
(2)Form, Schedule or Registration Statement No.:
(3)Filing Party:
(4)Date Filed:
0-11

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LOGO

May 3, 2019April 29, 2022

Dear Stockholder:

You are invited to attend the Annual Meeting of Stockholders of IAC/InterActiveCorp,Match Group, Inc., which will be held on Wednesday, June 12, 2019,8, 2022, at 9:4:00 a.m.p.m., Eastern Time. This year'sThe Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visitingwww.virtualshareholdermeeting.com/IACI2019.MTCH2022 We believe hosting a virtual meeting will allow for greater stockholder attendance at the Annual Meeting by enabling stockholders who might not otherwise be able to travel to a physical meeting to attend online and participate from any location around the world..

 

At the Annual Meeting, stockholders will be asked toto: (1) elect twelvethree directors, (2) vote on two advisory proposals regarding executive compensation and (3) ratify the appointment of Ernst & Young LLP as IAC'sMatch Group’s independent registered public accounting firm for the 20192022 fiscal year. IAC'sMatch Group’s Board of Directors believes that the proposals being submitted for stockholder approval are in the best interests of IACMatch Group and its stockholders and recommends a vote consistent with the Board'sBoard’s recommendation for each proposal.

 

It is important that your shares be represented and voted at the Annual Meeting regardless of the size of your holdings. Whether or not you plan to participate in the Annual Meeting online, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you participate in the Annual Meeting online, you may also vote your shares online at that time if you wish, even if you have previously submitted your vote.

 Sincerely,

 

GRAPHIC

 Barry DillerSharmistha Dubey
Chairman and SeniorChief Executive Officer

8750 NORTH CENTRAL EXPRESSWAY, SUITE 1400, DALLAS, TEXAS 75231 214.576.9352 www.mtch.com

 

555 WEST 18TH STREET NEW YORK, NEW YORK 10011 212.314.7300www.iac.com

MATCH GROUP, INC.

Table of Contents8750 North Central Expressway, Suite 1400

IAC/INTERACTIVECORP
555 West 18th Street
New York, New York 10011Dallas, Texas 75231

NOTICE OF 20192022 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

        IAC/InterActiveCorp ("IAC"

Match Group, Inc. (“Match Group” or the “Company”) is making this proxy statement available to holders of our common stock and Class B common stock in connection with the solicitation of proxies by IAC'sMatch Group’s Board of Directors for use at the Annual Meeting of Stockholders to be held on Wednesday, June 12, 2019,8, 2022, at 9:4:00 a.m.p.m., Eastern Time. This year'sTime (the “Annual Meeting”). The Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/IACI2019MTCH2022. At the Annual Meeting, stockholders will be asked to:

        IAC'sMatch Group’s Board of Directors has set April 26, 201911, 2022 as the record date for the Annual Meeting. This means that holders of record of our common stock and Class B common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

As permitted by applicable Securities and Exchange Commission rules, on or about April 29, 2022, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and 2021 Annual Report on Form 10-K online, as well as instructions on how to obtain printed copies of these materials by mail.

Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/IACI2019MTCH2022, you will need the sixteen-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.

 By order of the Board of Directors,

 

Jared F. Sine


GRAPHICChief Business Affairs and Legal Officer and Secretary

April 29, 2022

PROXY STATEMENT

TABLE OF CONTENTS

Section

 Gregg Winiarski
Executive Vice President,
General Counsel and Secretary

May 3, 2019

Table of Contents


PROXY STATEMENT
TABLE OF CONTENTS

Section
Page
Number

Questions and Answers About the Annual Meeting and Voting

1

Proposal 1—Election of Directors

6

Proposal and Required Vote

6

Information Concerning Director Nominees

 and Other Members6
Corporate Governance9

Corporate Governance

11

The Board and Board Committees

12
Proposal 2—Advisory Vote on Executive Compensation (the “Say on Pay Vote”)13
Proposal 3—Advisory Vote on the Frequency of Holding the Say on Pay Vote14

Proposal 2—4—Ratification of Appointment of Independent Registered Public Accounting Firm

15

Audit Committee Matters

16

Audit Committee Report

16

Fees Paid to Our Independent Registered Public Accounting Firm

17

Audit and Non-Audit Services Pre-Approval Policy

17

Information Concerning IACMatch Group Executive Officers Who Are Not Directors

18

Compensation Discussion and Analysis

19
Compensation Committee Report24

Compensation and Human Resources Committee Report

26

Compensation Committee Interlocks and Insider Participation

2624

Executive Compensation

2725
Overview

Overview

2725

2021 Summary Compensation Table

2725

Grants of Plan-Based Awards in 2018

20212926

Outstanding Equity Awards at 20182021 Fiscal Year-End

3027

20182021 Option Exercises and Stock Vested

3228

Estimated Potential Payments Upon Termination or Change in Control of IAC

3228

CEO Pay Ratio Disclosure

3631

Director Compensation

37

Equity Compensation Plan Information

3931
Director Compensation

32
Security Ownership of Certain Beneficial Owners and Management

4034

SectionDelinquent 16(a) Beneficial Ownership Reporting Compliance

Reports4336

Certain Relationships and Related Person Transactions

4336

Review of Related Person Transactions

4336

Relationships Involving Significant Stockholders Named Executives and Directors

4436
Annual Reports

Relationships Involving Expedia Group, Inc. 

4437

Annual Reports

45

Stockholder Proposals and Director Nominees for Presentation at the 20202023 Annual Meeting

4637
Householding

Householding

4637

Notice of Internet Availability of Proxy Materials

4638

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PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

Q:
Why did I receive a Notice of Internet Availability of Proxy Materials?

A:
In accordance with rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to deliver this proxy statement and our 2018 Annual Report on Form 10-K to the majority of our stockholders online in lieu of mailing printed copies of these materials to each of our stockholders (the "Notice Process"). If you received a Notice of Internet Availability of Proxy Materials (the "Notice") by mail, you will not receive printed copies of our proxy materials unless you request them. Instead, the Notice provides instructions on how to access this proxy statement and our 2018 Annual Report on Form 10-K online, as well as how to obtain printed copies of these materials by mail. We believe that the Notice Process allows us to provide our stockholders with the information they need in a more timely manner than if we had elected to mail printed materials, while reducing the environmental impact of (and lowering the costs associated with) the printing and distribution of our proxy materials.
Q:
Can I vote my shares by filling out and returning the Notice?

A:
No. However, the Notice provides instructions on how to vote your shares: (i) before the date of the Annual Meeting by way of completing and submitting your proxy online, by phone or by requesting and returning a written proxy card by mail, or (ii) by voting at the Annual Meeting online atwww.virtualshareholdermeeting.com/IACI2019.

Q:
How do I participate in the Annual Meeting?

A:

Q:Can I vote my shares by filling out and returning the Notice?

A:No. However, the Notice provides instructions on how to vote your shares: (i) before the date of the Annual Meeting by completing and submitting your proxy online or by phone, or by requesting and returning a written proxy card by mail, or (ii) by voting at the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2022.

Q:How do I participate in the Annual Meeting?

A:The Annual Meeting will be accessible only through the internet. We have adopted a virtual format for the Annual Meeting to make participation accessible for stockholders from any geographic location with internet connectivity.

To participate in the Annual Meeting, go towww.virtualshareholdermeeting.com/IACI2019MTCH2022 and enter the sixteen-digit control number included onin your Notice, your proxy card or the instructions that accompanied your proxy materials.

Stockholders may submit questions during the Annual Meeting at

Q:
Who is entitled to votewww.virtualshareholdermeeting.com/MTCH2022. A copy of the rules of conduct will be available online at the Annual Meeting?

A:
HoldersMeeting. We will address questions if applicable to Match Group’s business during a question and answer session following the conclusion of IAC common stock and Class B common stock at the closeformal portion of business on April 26, 2019, the record date forAnnual Meeting.

We encourage you to access the Annual Meeting established by IAC's Board of Directors, are entitledbefore it begins. Online check-in will start approximately 15 minutes before the meeting. If you have difficulty accessing the meeting, please call 844-986-0822 (US) or 303-562-9302 (international). We will have technicians available to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

Q:
What is the difference between a stockholder of record and a stockholder who holds IAC shares in street name?

A:
If your IAC shares are registered in your name, you are a stockholder of record. If your IAC shares are held in the name of your broker, bank or other holder of record, your shares are held in street name.


Q:What is the difference between a stockholder of record and a stockholder who holds stock in street name?

A:If your Match Group shares are registered in your name, you are a stockholder of record. If your Match Group shares are held in the name of your broker, bank or other holder of record, your shares are held in street name.

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    You may examine a list of the stockholders of record at the close of business on April 26, 201911, 2022 for any purpose germane to the Annual Meeting during normal business hours during the 10-day period preceding the date of the meeting at IAC's corporate headquarters,our Dallas offices, located at 555 West 18th Street, New York, New York 10011.

Q:
What shares are included on the enclosed proxy card?

A:
If you are a stockholder of record only, you8750 North Central Expressway, Suite 1400, Dallas, Texas 75231. This list will receive one proxy card from Broadridge for all IAC shares that you hold. If you hold IAC shares in street name through one or more banks, brokers and/or other holders of record, you will receive proxy materials, together with voting instructions and information regarding the consolidation of your votes, from the third party or parties through which you hold your IAC shares. If you are a stockholder of record and hold additional IAC shares in street name, you will receive proxy materials from Broadridge and the third party or parties through which you hold your IAC shares.

Q:
What are the quorum requirements for the Annual Meeting?

A:
The presencealso be made available at the Annual Meeting in person or by proxy, of holders having a majority of the total votes entitled to be cast by holders of IAC common stock and Class B common stockonline at the Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/IACI2019MTCH2022 will be deemed to be in person attendees for purposes of determining whether a quorum has been met. When the holders of IAC common stock vote as a separate class, the presence at the Annual Meeting of holders of a majority of the total votes entitled to be cast by holders of IAC common stock is required for a quorum to be met. Shares of IAC common stock and Class B common stock represented by proxy will be treated as present at the Annual Meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

Q:
What matters will IAC stockholders vote on at the Annual Meeting?

A:
IAC stockholders will vote on the following proposals:

•
Proposal 1—to elect twelve members of IAC's Board of Directors, each to hold office until the next succeeding annual meeting of stockholders or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from IAC's Board of Directors);

•
Proposal 2—to ratify the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2019 fiscal year; and

•
.

Q:What are the quorum requirements for the Annual Meeting?

A:The presence at the Annual Meeting, in person or by proxy, of holders having a majority of the total voting power entitled to vote by holders of Match Group common stock at the Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2022 will be deemed to be in person attendees for purposes of determining whether a quorum has been met. Shares of Match Group common stock represented by proxy will be treated as present at the Annual Meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining.

Q:What matters will Match Group stockholders vote on at the Annual Meeting?

A:Match Group stockholders will vote on the following proposals:

•Proposal 1—to elect three members of Match Group’s Board of Directors, each to hold office for a three-year term ending on the date of the annual meeting of stockholders in 2025 or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from Match Group’s Board of Directors);

•Proposal 2—to hold an advisory vote on executive compensation (the “say on pay vote”);

•Proposal 3—to hold an advisory vote on the frequency of holding the say on pay vote in the future; and

•Proposal 4—to ratify the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2022 fiscal year; and

to transact such other business as may properly come before the Annual Meeting and any related adjournments or postponements.

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

A:
You may vote in favor of all director nominees, withhold votes as to all director nominees or vote in favor of and withhold votes as to specific director nominees.

    The election of each of Edgar Bronfman, Jr., Chelsea Clinton, Barry Diller, Michael D. Eisner, Bonnie S. Hammer, Victor A. Kaufman, Joseph Levin, David Rosenblatt and Alexander von Furstenberg as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock and Class B common stock voting together as a single class (hereinafter collectively referred to as "IAC capital stock"), with each share of


    Q:What are my voting choices when voting for director nominees and what votes are required to elect director nominees to Match Group’s Board of Directors?

    Table of Contents

      A:You may vote in favor of a director nominee, against that director nominee or abstain from voting as to the director nominee.

      common stock and Class B common stock representing the right to one and ten vote(s), respectively.

      The election of each of Bryan Lourd, Alan G. Spoon and Richard F. Zannino as directorsour director nominees requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock voting as a separate class.

      The Board recommends that our stockholders voteFOR the election of each of the director nominees.

    Q:
    What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2019 fiscal year and what votes are required to ratify such appointment?

    A:
    You may vote in favor of the ratification, vote against the ratification or abstain from voting on the ratification.

      The ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2019 fiscal year requires the affirmative vote of the holders of a majority of the voting power of the shares of IAC capitalMatch Group common stock present at the Annual Meeting in person or represented by proxy and voting together.entitled to vote. Our bylaws provide that any incumbent nominee who does not receive the votes required for reelection, promptly tender their resignation, and that the Board then decide, through a process managed by the Nominating Committee and Corporate Governance Committee of the Board (the “Nominating Committee”) and excluding the nominee in question, whether to accept the resignation at its next regularly scheduled meeting.

      The Board recommends that our stockholders voteFOR the election of each of the director nominees.

      Q:What are my voting choices when voting on the advisory say on pay proposal and what votes are required to approve this proposal?

      A:You may vote in favor of the advisory proposal, vote against the advisory proposal or abstain from voting on the advisory proposal.


      The approval, on an advisory basis, of the say on pay proposal requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote. As an advisory vote, the outcome is not binding on the Company.

      The Board recommends that our stockholders vote FOR the advisory vote on executive compensation.

      Q:What are my voting choices when voting on the advisory proposal on the frequency of holding the say on pay vote and what votes are required to approve this proposal?

      A:You may vote in favor of holding the say on pay vote every year, every two years or every three years or abstain from voting on the advisory proposal.

      The approval, on an advisory basis, of the frequency of holding the say on pay vote in the future requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote. However, if no choice receives a majority of votes, then the option that receives the highest number of votes cast by stockholders will be considered by the Board to be the stockholders’ recommendation as to the frequency of holding future say on pay votes.

      As an advisory vote, the votes cast in connection with this proposal are not binding on the Company. While the Board is making a recommendation with respect to the proposal, Match Group stockholders are being asked to vote for one of the choices specified above and not whether they agree or disagree with the Board’s recommendation.

      The Board recommends a vote for holding the say on pay vote EVERY YEAR at Match Group’s Annual Meeting of Stockholders.

      Q:What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2022 fiscal year and what votes are required to ratify this appointment?

      A:You may vote in favor of the ratification, vote against the ratification or abstain from voting on the ratification.

      The ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2022 fiscal year requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote.

      The Board recommends that our stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as IAC'sMatch Group’s independent registered public accounting firm for the 20192022 fiscal year.

    Q:
    Could other matters be decided at the Annual Meeting?

    A:
    As of the date of this proxy statement, the Company did not know of any matters to be raised at the Annual Meeting, other than those referred to in this proxy statement.

      Q:Could other matters be decided at the Annual Meeting?

      A:As of the date of this proxy statement, we did not know of any matters to be raised at the Annual Meeting, other than those referred to in this proxy statement.

      If any other matters are properly presented at the Annual Meeting for consideration, the three IACMatch Group officers who have been designated as proxies for the Annual Meeting, (Joanne Hawkins, Glenn H. SchiffmanPhilip D. Eigenmann, Jared F. Sine and Gregg Winiarski)Francisco J. Villamar, will have the discretion to vote on those matters for stockholders who have submitted their proxy.

    Q:
    What do I need to do now to vote at the Annual Meeting?

    Q:What do I need to do now to vote at the Annual Meeting?

    A:Match Group’s Board of Directors is soliciting proxies for use at the Annual Meeting. Stockholders may submit proxies to instruct the designated proxies to vote their shares before the date of the Annual Meeting, in any of the following three ways:

    •Submitting a proxy online: Submit your proxy online at www.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Tuesday, June 7, 2022;



    A:
    The IAC Board of Directors is soliciting proxies for use at the Annual Meeting. Stockholders may submit proxies to instruct the designated proxies to vote their shares before the date of the Annual Meeting in any of three ways:

    •
    Submitting a proxy online:  Submit your proxy online atwww.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Tuesday, June 11, 2019;

    •
    Submitting a proxy by telephone:  Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card (1.800.690.6903). Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Tuesday, June 11, 2019; or

    •
    Submitting a proxy by mail:  If you choose to submit your proxy by mail, simply mark, date and sign your proxy, and return it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
    •Submitting a proxy by telephone: Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card (1.800.690.6903). Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Tuesday, June 7, 2022; or

    •Submitting a proxy by mail: If you choose to submit your proxy by mail, simply mark, date and sign your proxy, and return it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

    You may also participate in the Annual Meeting online atwww.virtualshareholdermeeting.com/IACI2019MTCH2022 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 onin your Notice, your proxy card or the instructions that accompanied your proxy materials.


    Table of Contents

    Q:
    If I hold my IAC shares in street name, will my broker, bank or other holder of record vote these shares for me?

    A:
    If your shares of IAC common stock are held in street name, you must provide your broker, bank and/or other holder of record with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted by your broker, bank and/or other holder of record depends on the type of item being considered for a vote.
    Q:
    What effect do abstentions and broker non-votes have on quorum requirements and the voting results for each proposal to be voted on at the Annual Meeting?

    A:
    Abstentions and shares represented by broker non-votes are counted as present for purposes of determining a quorum. Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of shares present at the Annual Meeting (the auditor ratification proposal) and have no impact on the vote on any proposal for which the vote standard is based on the actual number of votes cast at the meeting (the election of directors). Shares represented by broker non-votes are not treated as shares entitled to vote and, as a result, have no effect on the outcome of any of the proposals to be voted on by stockholders at the Annual Meeting.

    Q:
    Can I change my vote or revoke my proxy?

    A:
    Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls close at the Annual Meeting by:

    •

    Q:What effect do abstentions and broker non-votes have on quorum requirements and the voting results for each proposal to be voted on at the Annual Meeting?

    A:Abstentions and shares represented by broker non-votes are counted as present for purposes of determining a quorum. Abstentions are treated as shares present and entitled to vote and, as a result, have the same effect as a vote against any proposal for which the voting standard is based on the number of shares present at the Annual Meeting, including the election of directors, the two advisory proposals related to executive compensation and the auditor ratification proposal. Shares represented by broker non-votes are not treated as shares entitled to vote and, as a result, have no effect on the outcome of any of the proposals to be voted on by stockholders at the Annual Meeting.

    Q:Can I change my vote or revoke my proxy?

    A:Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the polls close at the Annual Meeting by:

    submitting a later-dated proxy relating to the same shares online, by telephone or by mail beforeprior to the date ofvote at the Annual Meeting;

    •

    delivering a written notice, bearing a date later than your proxy, stating that you revoke the proxy; or

    •
    participating in the Annual Meeting and voting online at that time atwww.virtualshareholdermeeting.com/IACI2019 (although virtual attendance at the Annual Meeting will not, by itself, change your vote or revoke a proxy).


    •participating in the Annual Meeting and voting online at that time at www.virtualshareholdermeeting.com/MTCH2022 (although online attendance at the Annual Meeting will not, by itself, change your vote or revoke a proxy).

    Table of Contents

    Q:
    What if I do not specify a choice for a matter when returning a proxy?

    A:
    If you do not give specific instructions, proxies that are signed and returned will be votedFOR the election of all director nominees and the ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for the 2019 fiscal year.

    Q:
    How are proxies solicited and who bears the related costs?

    A:
    IAC bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitations by mail, directors, officers and employees of IAC may solicit proxies from stockholders by various means, including by telephone, e-mail, letter or in person.
    Q:
    What should I do if I have questions about the Annual Meeting?

    A:
    If you have any questions about the Annual Meeting, the various proposals to be voted on at the Annual Meeting and/or how to participate in the Annual Meeting online atwww.virtualsharesholdermeeting.com/IACI2019 and vote at that time or would like copies of any of the documents referred to in this proxy statement, contact IAC Investor Relations at 1.212.314.7400 orir@iac.com.
    Q:Who can attend the Annual Meeting, and what are the rules for admission at the meeting?

    A:Only stockholders and persons holding proxies from stockholders may participate in the Annual Meeting. To participate in the Annual Meeting, go to www.virtualshareholdermeeting.com/MTCH2022 and enter the sixteen-digit control number included in your Notice, your proxy card or the instructions that accompanied your proxy materials.

    Q:What if I do not specify a choice for a matter when returning a proxy?

    A:If you do not give specific instructions, proxies that are signed and returned will be voted FOR the election of all director nominees, consistent with the Board’s recommendations in the case of the two advisory proposals related to executive compensation and FOR the ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2022 fiscal year.

    Q:How are proxies solicited and who bears the related costs?

    A:Match Group bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitations by mail, directors, officers and employees of Match Group may solicit proxies from stockholders by telephone, e-mail, letter, facsimile or in person. Following the initial mailing of the Notice and proxy materials, Match Group will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of Match Group common stock and to request authority for the exercise of proxies. In such cases, Match Group, upon the request of these holders, will reimburse these parties for their reasonable expenses.

    Q:What should I do if I have questions regarding the Annual Meeting?

    A:If you have any questions about the Annual Meeting, the various proposals to be voted at the Annual Meeting, and/or how to participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2022 and vote at that time or would like copies of any of the documents referred to in this proxy statement, contact Match Group Investors Relations at IR@match.com.


    Table of Contents


    PROPOSAL 1—ELECTION OF DIRECTORS

    Proposal and Required Vote

     At

    The following nominees have been selected by the upcoming Annual Meeting, a boardNominating Committee of twelve directors will be elected,Match Group’s Board of Directors (the “Board”) and approved by the Board for submission to our stockholders, each to hold office untilserve a three-year term expiring at the next succeeding annual meeting of Match Group’s stockholders in 2025 or until such director'sdirector’s successor shall have been duly elected and qualified (or, if earlier, such director'sdirector’s removal or resignation from IAC's Board of Directors). the Board):

    Stephen Bailey;

    Melissa Brenner; and

    Alan G. Spoon.

    Information concerning the director nominees, all of whom are incumbent directors of IAC and have been recommended by the Nominating Committee for re-election,Match Group, appears below. Although management does not anticipate that any of the persons named belowthese director nominees will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Board.Board upon recommendation of the Nominating Committee or the Board may reduce its size.

     

    The election of each of Edgar Bronfman, Jr., Chelsea Clinton, Barry Diller, Michael D. Eisner, Bonnie S. Hammer, Victor A. Kaufman, Joseph Levin, David Rosenblatt and Alexander von Furstenberg as directorsour director nominees requires the affirmative vote of a pluralitymajority of the total numbervoting power of votes cast by the holders of shares of IAC capitalMatch Group common stock voting together as a single class.present at the Annual Meeting or represented by proxy and entitled to vote.

     

    The Board has designated Bryan Lourd, Alan G. Spoon and Richard F. Zannino as nominees for those positions on the Board to be elected by the holders of IAC common stock voting as a separate class. The election of each of them as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of IAC common stock voting as a separate class.

            Both the Nominating Committee and the full Board recommendrecommends that our stockholders voteFOR the election of all director nominees.

    Information Concerning Director Nominees
    and Other Board Members

     

    Background information about each director nominee and other directors serving unexpired terms is set forth below, including information regarding the specific experiences, characteristics, attributes and skills that the Nominating Committee and the Board considered in connection with the nomination ofdetermining that each director nominee, all ofshould serve on the Board, and which the Nominating Committee and the Board believe provide the CompanyMatch Group with the perspective and judgment needed to guide, monitor and execute its strategies. Ryan Reynolds, an incumbent Board member whose current term expires at the Annual Meeting, has not been nominated for re-election; therefore, following the Annual Meeting, the Board intends to reduce its size from eleven to ten directors.

     

    Nominees for election at the Annual Meeting to a term expiring in 2025:

    Edgar Bronfman, Jr.Stephen Bailey, age 63,42, has been a director of IAC (and its predecessors)Match Group since February 1998.June 2020. Mr. BronfmanBailey has served as Founder and Chief Executive Officer of ExecOnline, Inc., a Managing Partnerleading provider of Accretive, LLC, a private equity firm,B2B leadership development solutions, since 2014. Since late 2017, Mr. Bronfman has also served as Chairman of Waverley Capital LLC, a media-focused venture capital firm, of which he is also a Co-Founder and General Partner. Mr. Bronfman previously served as Chairman of Warner Music Group from August 2011 to January 2012.2011. Prior to this time, Mr. Bronfmanthat he served as Chief Executive Officer and President of Warner Music Group from July 2011 to August 2011 and as Chairman and Chief ExecutiveProduct Officer of Warner MusicFrontier Strategy Group, LLC, a software and information services business, from March 2004January 2006 to JulyMay 2011. Before joining Frontier Strategy Group, Mr. Bronfman also servedBailey was an associate in the venture capital and private equity group of WilmerHale. In determining that Mr. Bailey should serve as a member ofdirector, the board of directors of Warner Music Group from March 2004 to May 2013. Prior to joining Warner Music Group, Mr. Bronfman served as ChairmanNominating Committee and Chief Executive Officer of Lexa Partners LLC, which he founded, from April 2002. Mr. Bronfman was appointed Executive Vice Chairman of Vivendi Universal, S.A. in December 2000. Mr. Bronfman resigned from his position as an executive officer and Vice Chairman of the board of directors of Vivendi Universal, S.A. in March 2002 and December 2003, respectively. Prior to December 2000, Mr. Bronfman served as President and Chief Executive Officer of The Seagram Company Ltd., a post he had held since June 1994, and from 1989 to June 1994 he served as the President and Chief Operating Officer of Seagram. Mr. Bronfman served as a member of the board of Accretive Health, Inc., a provider of revenue cycle and physician advisory services to healthcare providers, from its initial public offering in 2010 through February 2016. In addition to his for-profit affiliations, Mr. Bronfman serves as Chairman of the Board of Endeavor Global, Inc. and is currently a member of the Board of NYU Elaine A. and Kenneth G. Langone Medical Center and The Council


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    on Foreign Relations. In nominating Mr. Bronfman, the Board considered his experience as a member of seniorextensive executive management of various public and global companies, which the Board believes gives him particular insight into business strategy and leadership, marketing, consumer branding and international operations, as well as a high level of financial literacy and insight into the media and entertainment industries. The Board also considered Mr. Bronfman's private equity experience, which the Board believes gives him particular insight into investments in,business strategy, leadership and the development of, early stage companies, and mergers and acquisitions.marketing.

     

    Chelsea ClintonMelissa Brenner, age 39,47, has been a director of IACMatch Group since September 2011.June 2020. Since March 2013,January 2018, Ms. ClintonBrenner has served as Executive Vice ChairPresident, Digital Media for the National Basketball Association, where she leads the development, oversight and implementation of the Clinton Foundation, whereNBA’s global digital strategy and social media portfolio across multiple media platforms. Under her work emphasizes improving globalleadership, the NBA has built one of the largest social media communities in the world. Ms. Brenner also oversees the league’s digital products and domestic health, creating service opportunitiesemerging technology initiatives, including machine learning as well as augmented and empoweringvirtual reality. Ms. Brenner has held positions of increasing responsibility with the next generation of leaders.NBA since 1997, including Senior Vice President, Digital Media from February 2014 to December 2017, Senior Vice President, Marketing from February 2013 to January 2014, and Vice President, Marketing from October 2007 to January 2013. In determining that Ms. Clinton also currently teaches at Columbia University's Mailman School of Public Health. Ms. Clinton has servedBrenner should serve as a member ofdirector, the board of directors of the Clinton Health Access Initiative since September 2011Nominating Committee and previously served as a member of the board of directors of the Clinton Foundation from September 2011 to February 2013. From March 2010 through May 2013, Ms. Clinton served as an Assistant Vice Provost at New York University, where she focused on interfaith initiatives and the university's global expansion program. From November 2011 to August 2014, Ms. Clinton also worked as a special correspondent for NBC News. Prior to these efforts, Ms. Clinton worked as an associate at McKinsey & Company, a consulting firm, from August 2003 to October 2006, and as an associate at Avenue Capital Group, an investment firm, from October 2006 to November 2009. Ms. Clinton has served as a member of the boards of directors of Expedia Group, Inc. (formerly Expedia, Inc.) since March 2017 and Nurx, a telemedicine start-up company, since June 2018. In addition to her for-profit affiliations, Ms. Clinton currently serves on the boards of directors of The School of American Ballet, the Africa Center, the Weill Cornell Medical College, Clover Health and Columbia University's Mailman School of Public Health, and as Co-Chair of the Advisory Board of the Of Many Institute at New York University. In nominating Ms. Clinton, the Board considered her broad public policyextensive marketing and executive management expertise as well as her experience in social media and keen intellectual acumen, which together the Board believes continue to bring a fresh and youthful perspective to IAC's businesses and initiatives.digital products.

     

    Barry DillerAlan G. Spoon, age 77, has been a director and Chairman and Senior Executive of IAC since December 2010. Mr. Diller previously served as a director and Chairman and Chief Executive Officer of IAC (and its predecessors) from August 1995 to November 2010. Mr. Diller also serves as Chairman and Senior Executive of Expedia Group, Inc., which position he has held since August 2005. Prior to joining the Company, Mr. Diller was Chairman of the Board and Chief Executive Officer of QVC, Inc. from December 1992 through December 1994. From 1984 to 1992, Mr. Diller served as Chairman of the Board and Chief Executive Officer of Fox, Inc. Prior to joining Fox, Inc., Mr. Diller served for ten years as Chairman of the Board and Chief Executive Officer of Paramount Pictures Corporation. Mr. Diller served as Chairman (in a non-executive capacity) of the board of directors of Live Nation Entertainment, Inc. (and its predecessor companies, Ticketmaster Entertainment and Ticketmaster) ("Live Nation")) from August 2008 to October 2010, and continued to serve as a member of the board of directors of Live Nation through January 2011. Mr. Diller also served as Chairman and Senior Executive of TripAdvisor, Inc., an online travel company ("TripAdvisor"), from December 2011 to December 2012, served as a member of the board of directors of TripAdvisor from December 2011 through April 2013 and served as a special advisor to the Chief Executive Officer of TripAdvisor from April 2013 to March 2017. Mr. Diller is also currently a member of the board of directors of The Coca-Cola Company and served as a member of the board of directors of Graham Holdings Company (formerly The Washington Post Company) during the past five years. In addition to his for-profit affiliations, Mr. Diller is a member of The Business Council and serves on the Dean's Council of The New York University Tisch School of the Arts, the Board of Councilors for the School of Cinema-Television at the University of Southern California and the Advisory Board of the Peter G. Peterson Foundation, among other not-for-profit affiliations. The Board nominated Mr. Diller because he has been Chairman and Senior Executive since 2010 and prior to that time, served as Chairman and Chief


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    Executive Officer of the Company since 1995, and as a result, possesses a great depth of knowledge and experience regarding the Company and its businesses. In addition, the Board noted Mr. Diller's ability to exercise influence (subject to the Company's organizational documents and Delaware law) over the outcome of matters involving the Company that require stockholder approval given the fact that he and certain members of his family collectively have sole voting and/or investment power over all shares of IAC Class B common stock outstanding, which shares represent a significant percentage of the voting power of IAC capital stock.

    Michael D. Eisner, age 77,70, has been a director of IAC since March 2011. Mr. Eisner has served as Chairman of The Tornante Company, LLC, a privately held company that invests in, acquires, incubates and operates media and entertainment companies ("Tornante"), since 2005. Mr. Eisner currently serves as Chairman of the board of directors of the Portsmouth Community Football Club Limited, a League One English football club, which Tornante acquired in August 2017. Mr. Eisner also previously served as Chairman of two Tornante portfolio companies, The Topps Company, a leading creator and marketer of sports cards, distinctive confectionery and other entertainment products (from October 2007 to April 2013), and Vuguru, a studio focusing on the production of groundbreaking programming for the internet and other digital platforms (from October 2009 to December 2014, when Tornante acquired that portion of Vuguru that it did not already own). Prior to founding Tornante, Mr. Eisner served as Chairman and Chief Executive Officer of The Walt Disney Company from 1984. In addition to his for-profit affiliations, Mr. Eisner serves on the boards of directors of Denison University, The Aspen Institute, the Yale School of Architecture Dean's Council and The Eisner Foundation. In nominating Mr. Eisner, the Board considered his experience with Tornante, which the Board believes gives him particular insight into investments in, and the development and operation of, media and entertainment companies that focus on programming and content for emerging platforms. The Board also considered Mr. Eisner's experience as the Chairman and Chief Executive Officer of The Walt Disney Company, which the Board believes gives him particular insight into business strategy and leadership, marketing and consumer branding, as well as a high level of financial literacy and insight into the media and entertainment industries.

    Bonnie S. Hammer, age 68, has been a director of IAC since September 2014. Since January 2019, Ms. Hammer has served as Chairman of NBCUniversal Direct-to-Consumer and Digital Enterprises, in which capacity she is leading the development and execution of NBCUniversal's new OTT service. Prior to this role, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment from February 2013 to January 2019. In this capacity, Ms. Hammer had executive oversight over a number of leading cable brands (the USA, Syfy, E! Entertainment, Bravo, Oxygen and Universal Kids networks), as well as Universal Cable Productions, which creates original scripted content for cable, broadcast and streaming platforms, and Wilshire Studios, which produces original reality programming. Prior to her tenure as Chairman of NBCUniversal Cable Entertainment, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment and Cable Studios from November 2010. In this capacity, Ms. Hammer had executive oversight over certain leading cable brands (the USA, Syfy, E! Entertainment, Chiller, Cloo and Universal HD networks), as well as Universal Cable Productions and Wilshire Studios. The networks led by Ms. Hammer are industry frontrunners, consistently generating innovative consumer social and digital experiences reflective of their brands. Prior to joining NBCUniversal in May 2004, Ms. Hammer served as President of Syfy from 2001 to 2004 and held other senior executive positions at Syfy and USA Network from 1989 to 2000. Before that time, she was an original programming executive at Lifetime Television Network from 1987 to 1989. Ms. Hammer has served as a member of the board of directors of eBay, Inc. since January 2015. In addition to her for-profit affiliations, Ms. Hammer currently sits on the Board of Governors for the Motion Picture & Television Fund (MPTF) Foundation and serves on the strategic planning committee for Boston University's College of Communication, her alma mater, and from which Ms. Hammer received an honorary doctorate degree in 2017. In nominating Ms. Hammer, the Board considered her experience as the Chairman of both NBCUniversal Direct-to-Consumer and Digital Enterprises and NBCUniversal


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    Cable Entertainment, as well as her prior roles with NBCUniversal Media, LLC, USA Network and Lifetime Television Network, which the Board believes give her particular insight into business strategy and leadership, as well as a high level of financial literacy and a seasoned insight into the media and entertainment industries, particularly pay television network programming and production and multiplatform branding.

    Victor A. Kaufman, age 75, has been a director of IAC (and its predecessors) since December 1996 and has been Vice Chairman of IAC (and its predecessors) since October 1999. Mr. Kaufman also served as Vice Chairman of Expedia Group, Inc. from August 2005 to June 2018 and continues to serves as a member of its board of directors. Previously, Mr. Kaufman served in the Company's Office of the Chairman from January 1997 to November 1997 and as the Company's Chief Financial Officer from November 1997 to October 1999. Prior to joining the Company, Mr. Kaufman served as Chairman and Chief Executive Officer of Savoy Pictures Entertainment, Inc. from March 1992 and as a director of Savoy from February 1992. Mr. Kaufman was the founding Chairman and Chief Executive Officer of Tri-Star Pictures, Inc. and served in such capacities from 1983 until December 1987, at which time he became President and Chief Executive Officer of Tri-Star's successor company, Columbia Pictures Entertainment, Inc. He resigned from these positions at the end of 1989 following the acquisition of Columbia by Sony USA, Inc. Mr. Kaufman joined Columbia in 1974 and served in a variety of senior positions at Columbia and its affiliates prior to the founding of Tri-Star. Mr. Kaufman also served as Vice Chairman of the board of directors of Live Nation from August 2008 through January 2010, and continued to serve as a member of the board of directors of Live Nation from January 2010 through December 2010. In addition, Mr. Kaufman served as a member of the board of directors of TripAdvisor from December 2011 to February 2013. In nominating Mr. Kaufman, the Board considered the unique knowledge and experience regarding the Company and its businesses that he has gained through his involvement with the Company in various roles since 1996, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

    Joseph Levin, age 39, has been a director and Chief Executive Officer of IAC since June 2015. Prior to his appointment as Chief Executive Officer of IAC, Mr. Levin served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC's former Search & Applications segment, from January 2012. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. Mr. Levin has served on the boards of directors of Match Group Inc., Groupon, Inc. and ANGI Homeservices Inc. since October 2015, March 2017 and September 2017, respectively, and currently serves as Chairman of the boards of Match Group, Inc. and ANGI Homeservices Inc. Mr. Levin previously served on the boards of directors of LendingTree, Inc. from August 2008 through November 2014. In addition to his for-profit affiliations, Mr. Levin serves on the Undergraduate Executive Board of Wharton School. In nominating Mr. Levin, the Board considered the unique knowledge and experience regarding the Company and its businesses that he has gained through his various roles with the Company since 2003, most recently his role as Chief Executive Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

    Bryan Lourd, age 58, has been a director of IAC since April 2005. Mr. Lourd has served as a partner and Managing Director of Creative Artists Agency ("CAA") since October 1995. CAA is among the world's leading entertainment agencies and is based in Los Angeles, California, with offices in Nashville, New York, London and Beijing, among other locations. He is a graduate of the University of Southern California. In connection with the nomination of Mr. Lourd, the Board considered his extensive experience as a principal of CAA, which the Board believes gives him particular insight into


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    business strategy and leadership, as well as unique and specialized experience regarding the entertainment industry and marketing.

    David Rosenblatt, age 51, has been a director of IAC since December 2008. Mr. Rosenblatt currently serves as the Chief Executive Officer of 1stdibs.com, Inc., an online marketplace for design, including furniture, art, jewelry and fashion. Mr. Rosenblatt previously served as President, Global Display Advertising, of Google, Inc. from October 2008 through May 2009. Mr. Rosenblatt joined Google in March 2008 in connection with Google's acquisition of DoubleClick, Inc., a provider of digital marketing technology and services. Mr. Rosenblatt joined DoubleClick in 1997 as part of its initial management team and held several executive positions during his tenure, including Chief Executive Officer of DoubleClick from July 2005 through March 2008 and President of DoubleClick from 2000 through July 2005. Mr. Rosenblatt has also served as a member of the boards of directors of Twitter since January 2011 and Farfetch UK Limited, the world's largest digital marketplace for luxury fashion, since July 2017. In connection with the nomination of Mr. Rosenblatt, the Board considered his extensive and unique experience in the online advertising and digital marketing technology and services industries, as well as his management experience with DoubleClick, Google and 1stdibs.com, Inc., which the Board believes give him particular insight into business strategy and leadership, as well as a deep understanding of the internet industry.

    Alan G. Spoon, age 67, has been a director of IAC (and its predecessors) since February 2003.2015. Mr. Spoon served as General Partner and Partner Emeritus of Polaris Partners from 2011 to 2018. He previously served as Managing General Partner of Polaris Partners from 2000 to 2010. Polaris Partners is a private investment firm that provides venture capital and management assistance to development stage information technology and life sciences companies. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company (now known as Graham Holdings Company) from March 1991 through May 2000 and served as President from September 1993 through May 2000. Prior to his service in these roles, he held a wide variety of positions at The Washington Post Company, including as President of Newsweek from September 1989 to May 1991. Mr. Spoon has served as a member of the boardboards of directors of IAC/InterActiveCorp (“IAC”) (and its predecessors) since February 2003, Danaher Corporation since July 1999, CableOne since July 2015 and Match Group, Inc. since November 2015 and as Chairman of the board of directors of Fortive Corporation since July 2016. Mr. Spoon previously served as a member of the board of directors of Cable One, Inc. from July 2015 through February 2021. In his not-for-profit affiliations, Mr. Spoon was a member of the Board of Regents at the Smithsonian Institution (formerly Vice Chairman) and is now a member of the MIT Corporation (and its ExecutiveRisk and Audit Committee). He also serves as a member of the board of directors of edX, a not-for-profitThe Center for Reimagining Learning, successor organization to edX.org, (not-for-profit online education platform sponsored by Harvard and the MIT Corporation.Corporation). In nominatingdetermining that Mr. Spoon should serve as a director, the Nominating Committee and the Board considered his extensive private and public company board experience and public company management experience, all of which the Nominating Committee and the Board believesbelieve give him particular insight into business strategy, leadership and marketing in the media industry. The Nominating Committee and the Board also considered Mr. Spoon's private equitySpoon’s venture capital experience and engagement with the MIT Corporation, which the Nominating Committee and the Board believes givesbelieve give him particular insight into trends in the internet and technology industries, as well as into acquisition strategy and financing.

     


    Directors whose terms expire in 2023:

    Alexander von FurstenbergSharmistha Dubey, age 49,51, has served as Chief Executive Officer of Match Group since March 2020 and as a director of Match Group since September 2019. Ms. Dubey served as President of Match Group from January 2018 to March 2020. Prior to that time, she served as Chief Operating Officer of Tinder from February 2017 to January 2018 and as President of Match Group Americas, where she oversaw the product and business operations for North American dating properties, including the Match U.S. brand, PlentyOfFish, OkCupid and Match Affinity Brands, from December 2015 to January 2018. Prior to that, she served in multiple roles within the Company: Chief Product Officer of The Princeton Review and Tutor.com from July 2014 to December 2015; Executive Vice President of Tutor.com from April 2013 to July 2014; Chief Product Officer of Match.com from January 2013 through April 2013 and Senior Vice President, Match.com and Chemistry.com from September 2008 through December 2012. Ms. Dubey has served on the boards of directors of Fortive Corporation since August 2020, Naspers Limited since April 2022 and Prosus N.V. since April 2022. She holds an undergraduate degree in engineering from the Indian Institute of Technology and a master’s in engineering from Ohio State University. In determining that Ms. Dubey should serve as a director, the Board considered her position as Chief Executive Officer of the Company as well as her considerable experience managing operations and strategic planning, including in her prior roles within the Company.

    Joseph Levin, age 42, has been a director Match Group since October 2015. He served as Executive Chairman of the Board of Match Group from June 2020 to May 2021 and prior to that he served as Chairman of the Board of Match Group from December 2017. Mr. Levin has served as Chief Executive Officer of IAC since June 2015 and prior to that time, served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC’s former Search & Applications segment, from January 2012. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary that creates leading desktop applications, browser extensions and desktop software, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. Mr. Levin has served on the boards of directors of IAC, Angi Inc. (formerly known as ANGI Homeservices Inc.), Turo, Inc., MGM Resorts International and Vimeo, Inc. since June 2015, September 2017, July 2019, August 2020 and May 2021, respectively, and currently serves as Chairman of the Board of Angi Inc. and Vimeo, Inc. Mr. Levin previously served on the board of directors of Groupon, Inc. from March 2017 to July 2019. In addition to his for-profit affiliations, Mr. Levin serves on the Undergraduate Executive Board of Wharton School. In determining that Mr. Levin should serve as a director, the Board considered the unique knowledge and experience regarding Match Group and its businesses that he has gained through his various roles with IAC, most recently his role as Chief Executive Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

    Ann L. McDaniel, age 66, has been a director of IACMatch Group since December 2008. Mr. von Furstenberg2015. Ms. McDaniel currently serves as Chief Investment Officera consultant to Graham Holdings Company and previously served as Senior Vice President of Ranger Global Advisors, LLC, a family office focused on value-based investing ("Ranger"), which he founded inGraham Holdings Company (and its predecessor companies) from June 2011.2008 to April 2015. Prior to founding Ranger, Mr. von Furstenberg founded Arrow Capital Management, LLC, a private investment firm focused on global public equities, where hethat time, Ms. McDaniel served as Co-Managing Member and Chief Investment OfficerVice President Human Resources of Graham Holdings Company from 2003 to 2011. Mr. von Furstenberg hasSeptember 2001. Ms. McDaniel also served as memberManaging Director of the board of directors of Expedia Group,Newsweek, Inc. since December 2015, Liberty Expedia, a Graham Holdings Inc. since November 2016Company property, from January 2008 until its sale in September 2010, and La Scogliera, an Italian financial holding company and bank, since December 2016. Since 2001, he has acted as Chief Investment Officer of Arrow Finance, LLC (formerly known as Arrow Investments, Inc.), the private investment officeprior to that serves his family. Mr. von Furstenberg also serves as a partner and Co-Chairman of Diane von Furstenberg Studio, LLC.time, held various editorial positions at Newsweek. In addition to his for-profit


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    affiliations, Mr. Von Furstenberg servesdetermining that Ms. McDaniel should serve as a director, of The Diller-von Furstenberg Family Foundation and as a member of the board of directors of Friends of the High Line. In nominating Mr. von Furstenberg, the Board considered his private investment and public boardher extensive human resources experience, which the Board believes give himher particular insight into capital marketspersonnel and investment strategy,compensation matters, as well as a high level of financial literacy. Mr. von Furstenberg is Mr. Diller's stepson.her management experience with Newsweek, which the Board believes gives her insight into business strategy, leadership and marketing.

     


    Richard F. ZanninoThomas J. McInerney, age 60,57, has been a director of IAC since June 2009. Since July 2009, Mr. Zannino has been a Managing Director at CCMP Capital Advisors, LLC, a private equity firm, where he also serves as a memberChairman of the firm's Investment CommitteeBoard of Match Group since May 2021 and as co-head of the firm's consumer sector. Mr. Zannino has served as a memberdirector of the boards of directors of The Estée Lauder Companies, Inc.Match Group since January 2010 and Ollie's Bargain Outlet since July 2015 and served as a member of the boards of directors of Francesca's Collections and Jamieson Wellness during the past five years.November 2015. Mr. Zannino previouslyMcInerney served as Chief Executive Officer of Altaba Inc., a publicly traded registered investment company and a member of the board of directors of Dow Jones & Companysuccessor company to Yahoo! Inc., from February 2006June 2017 to December 2007, when2021. Mr. Zannino resigned from these positions upon the acquisition of Dow Jones by News Corp. Prior to this time, Mr. Zannino served as Chief Operating Officer of Dow Jones from July 2002 to February 2006 and as Executive Vice President and Chief Financial Officer of Dow Jones from February 2001 to June 2002. Prior to his tenure at Dow Jones, Mr. Zannino served in a number of executive capacities at Liz Claiborne from 1998 to January 2001, and prior to that timeMcInerney previously served as Executive Vice President and Chief Financial Officer of General SignalIAC from January 2005 to March 2012. From January 2003 through December 2005, he served as Chief Executive Officer of the retailing division of IAC, which included HSN, Inc. and inCornerstone Brands. From May 1999 to January 2003, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Ticketmaster, formerly Ticketmaster Online CitySearch, Inc., a numberlive entertainment ticketing and marketing company. From 1986 to 1988 and from 1990 to 1999, Mr. McInerney worked at Morgan Stanley, a global financial services firm, most recently as Principal. Mr. McInerney has served on the board of executive capacities at Saks Fifth Avenue. In addition to his for-profit affiliations, Mr. Zanninodirectors of Altaba Inc. since June 2017, where he currently serves as Vicethe Chairman of the Board since January 2022. During the past five years, Mr. McInerney served on the boards of Trustees of Pace University.Yahoo! Inc., HSN, Inc., Cardlytics, Inc., and Interval Leisure Group. In connection with the nomination ofdetermining that Mr. Zannino,McInerney should serve as a director, the Board considered his extensive senior leadership experience at IAC and his related knowledge and experience regarding Match Group, as well as his high level of financial literacy and expertise regarding restructurings, mergers and acquisitions and operations, and his public company managementboard and committee experience.

    Directors whose terms expire in 2024:

    Wendi Murdoch, age 53, has been a director of Match Group since June 2020. Ms. Murdoch is an entrepreneur and investor. Since 2009, Ms. Murdoch has served as cofounder and board member of Artsy, an online platform for collecting, discovering and selling art that partners with over 4,500 art museums, galleries, art fairs and auction houses. From 2005 to 2012, Ms. Murdoch worked as an advisor for News Corporation’s businesses and investments in China. Throughout her career, Ms. Murdoch has applied her business expertise to advise and invest in technology and other companies in Asia and the United States. Ms. Murdoch is also an award-winning producer and produced the Netflix documentary “Sky Ladder,” which premiered at the 2016 Sundance Film Festival. Ms. Murdoch holds an MBA from Yale University’s School of Management. In determining that Ms. Murdoch should serve as a director, the Nominating Committee and the Board considered her investment and business expertise, including with respect to Chinese and other Asian markets.

    Glenn H. Schiffman, age 52, has been a director of Match Group since September 2016. Mr. Schiffman has served as Executive Vice President and Chief Financial Officer of Fanatics, Inc., a global digital sports platform, since August 2021. As Chief Financial Officer of Fanatics, Mr. Schiffman is responsible for a broad set of financial and corporate functions across the entire Fanatics global enterprise, including corporate finance, M&A, treasury, financial planning and analysis, investor relations, accounting, information security, human resources, legal and corporate administration. Previously, Mr. Schiffman served as Executive Vice President and Chief Financial Officer of IAC from April 2016 to August 2021 and as Chief Financial Officer of Angi Inc. from September 2017 to August 2019 and from February 2021 to July 2021. Prior to joining IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, since March 2013. Prior to his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group, a merchant bank focused on advising and investing in the technology, media and telecommunications industries, from September 2011 to March 2013. Prior to joining The Raine Group, Mr. Schiffman served as Co-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and Head of Investment Banking Asia-Pacific at Lehman Brothers (and subsequently Nomura) from April 2007 to January 2010, as well as Head of Investment Banking, Americas from January 2010 to April 2011 for Nomura. Mr. Schiffman’s roles at Nomura followed Nomura’s acquisition of Lehman’s Asia business in 2008. Mr. Schiffman has served on the boards of directors of Angi Inc. and Vimeo, Inc. since June 2017 and May 2021, respectively. Mr. Schiffman is a member of the National Committee on United States-China Relations and serves as a Member of the Duke Children’s National Leadership Council. In his philanthropic efforts, Mr. Schiffman focuses on endowing organizations and funding initiatives with permanent capital to make lasting change. He founded and is Chairman of the Valerie Fund Endowment, which supports children with cancer and blood disorders, created an Endowment at the Duke Medical Center to research and hopefully someday cure pediatric cancer, created an Endowment at Washington & Lee to support Women’s Athletics and created an Endowment at Duke University to fund scholarships for athletes from underrepresented communities. Mr. Schiffman has a degree in economics and history from Duke University. He was named Institutional Investor’s CFO of the Year for the Midcap Internet Sector in 2018 and 2021. In determining that Mr. Schiffman should serve as a director, the Nominating Committee and the Board considered the unique knowledge and experience regarding Match Group and its businesses that he gained through his role as Executive Vice President and Chief Financial Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. The Nominating Committee and the Board also considered Mr. Schiffman’s investment banking experience, which the Nominating Committee and the Board believesbelieve gives him particular insight into business strategy, leadershiptrends in capital markets and marketing,the technology and media industries.


    Pamela S. Seymon, age 66, has been a director of Match Group since November 2015. Ms. Seymon was a partner at Wachtell, Lipton, Rosen & Katz, a New York law firm (“WLRK”), from January 1989 to January 2011, and prior to that time, was an associate at WLRK from 1982. During her tenure at WLRK, Ms. Seymon specialized in corporate law, mergers and acquisitions, securities and corporate governance, and represented public and private corporations on offense as well as defense, in both friendly and unsolicited transactions. Ms. Seymon is a graduate of Wellesley College, where she was a Wellesley Scholar, and New York University School of Law. In determining that Ms. Seymon should serve as a director, the Nominating Committee and the Board considered her extensive experience representing public and private corporations in connection with a wide array of complex, sophisticated and high profile matters, as well as her high level of financial literacy. expertise generally regarding mergers, acquisitions, investments and other strategic transactions.

    Board Diversity

    The Board also considered Mr. Zannino's private equity experience, whichfollowing matrix provides diversity information regarding the Board believes gives him particular insightas of the date indicated, in accordance with the Marketplace Rules of The Nasdaq Stock Market, LLC (the “Marketplace Rules”) and based on the voluntary self-identification of members of the Board.

    Board Diversity Matrix (As of April 29, 2022)

    Total Number of Directors: 11

     FemaleMale
    Gender Identity:
    Directors56
    Demographic Background:
    African American or Black01
    Asian20
    White35

    Corporate Governance

    Corporate Governance Guidelines, Committee Charters and Code of Business Conduct and Ethics. As part of its ongoing commitment to good corporate governance, the Board has codified its corporate governance practices into acquisitiona set of Corporate Governance Guidelines and investment strategyhas also adopted written charters for each of the committees of the Board. Match Group has also adopted a Code of Business Conduct and financing.Ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Corporate Governance Guidelines, Audit Committee Charter, Compensation and Human Resources Committee Charter, Nominating and Corporate Governance Committee Charter, and Code of Business Conduct and Ethics are available in the Corporate Governance section of our website at http://ir.mtch.com.

    Corporate Governance

    Board Leadership Structure. The Company's Match Group’s business and affairs are overseen by its Board of Directors, which currently has twelveeleven members. There are threeis one management representativesrepresentative on the Board and, of the nine remainingother ten current directors, eight are independent. Ryan Reynolds, an independent incumbent Board member whose current term expires at the Annual Meeting, has not been nominated for re-election; therefore, following the Annual Meeting, the Board intends to reduce its size from eleven to ten directors. The Board has standing Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees, each comprised solely of independent directors, as well as an Executive Committee.directors. For more information regarding director independence and our Board Committees, see the discussion below under the headings Director Independence beginning on page 12 and The Board and Board Committees beginning on page 14.Committees. All of our directors play an active role in Board matters, are encouraged to communicate among themselves and directly with the Chairman and Senior Executive and Chief Executive Officer and have full access to CompanyMatch Group management at all times.

     Our

    Match Group’s independent directors meet in scheduled executive sessions without management present at least twice a year and may schedule additional meetings as they deem appropriate. We do not have a leadThese sessions are led by Match Group’s independent director or any other formally appointed leader for these sessions.Chairman of the Board. The independent membership of ourthe Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees ensures that directors with no ties to Company management are charged with oversight for all financial reporting and executive compensation related decisions made by CompanyMatch Group management, as well as for recommending candidates for Board membership.membership and oversight of governance practices and policies. At each regularly scheduled Board meeting, the Chairperson of each of these committees (as and if applicable) provides the full Board with an update of all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last regularly scheduled Board meeting.


    TableMr. McInerney has served as independent Chairman of Contents

            Mr. Diller currently serves as both our Chairman and Senior Executive and has held both positionsthe Board since December 2010.May 2021 (prior to that Mr. Levin currently servesserved as ourExecutive Chairman of the Board since June 2020). The roles of Chairperson and Chief Executive Officer and has held this position since June 2015. This leadership structure provides the Company with the benefit of Mr. Diller's continued oversightare currently separated in recognition of the Company's strategic goals and vision, coupled withdifferences between the benefittwo roles. We believe that it is in the best interests of our stockholders for the Board to make a fulldetermination regarding the separation or combination of these roles each time it elects a new Chairperson or appoints a Chief Executive Officer, dedicated to focusingbased on the day-to-day managementrelevant facts and continued growth of the Company and its operating businesses. At this time, the Company believes that this leadership structure is the most appropriate one for the Company and its stockholders.circumstances applicable at such time.

     

    Risk Oversight. Company Match Group management is responsible for assessing and managing the Company'sMatch Group’s exposure to various risks on a day-to-day basis, which responsibilities include the creation of appropriate risk management programs and policies. Company managementManagement has developed and implemented guidelines and policies to identify, assess and manage significant risks facing the Company. In developing this framework, the Company recognizedMatch Group recognizes that leadership and success are impossible without taking risks; however, the imprudent acceptance of risks or the failure to appropriately identify and mitigate risks could adversely impact stockholder value. The Board is responsible for overseeing Company management in the execution of its responsibilities and for assessing the Company'sMatch Group’s approach to risk management. The Board exercises these responsibilities periodically as part of its meetings and through discussions with Company management, as well as through the Board'sBoard’s Audit and Compensation and Human Resources Committees, which examine various components of financial and compensation-related risks, respectively, as part of their responsibilities. Information security is a key component of risk management at IACMatch Group and our Chief InformationBusiness Affairs and Legal Officer and Vice President, Match Group Security Officer briefsbrief the Audit Committee each quarter, (and whereand the full Board as appropriate, the Board) on the Company’s information security programs of the Companyprogram and its various businesses and related priorities and controls. In addition, an overall review of risks is inherent in the Board'sBoard’s consideration of the Company'sCompany’s long-term strategies and in the transactions and other matters presented to the Board, including significant capital expenditures, acquisitions and divestitures and financial matters. The Board'sBoard’s role in risk oversight of the Company is consistent with the Company'sMatch Group’s leadership structure, with the Chairman and Senior Executive, Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company'sCompany’s risk exposure, and the Board and its committees providing oversight in connection with thosethese efforts.

     

    Compensation Risk Assessment. We periodically conduct risk assessments of our compensation policies and practices for our employees, including those related to our executive compensation programs. The goal of these assessments is to determine whether the general structure of the Company'sMatch Group’s compensation policies and programs and the administration of these programs pose any material risks to the Company. The findingsAt the request of any risk assessment are discussed with the Compensation and Human Resources Committee of the Board, Compensia, Inc. (“Compensia”), the Committee’s independent compensation consultant, assessed the risk profile of Match Group’s executive compensation programs and where appropriate,management assessed the full Boardrisk profile of Directors.Match Group’s other compensation programs. Based upon our assessments, we believeon these reviews, management and the Compensation and Human Resources Committee have concluded that ourMatch Group’s compensation policies and programspractices, taken as a whole, do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on the Company.Match Group.

     

    Derivatives Trading and Hedging and Pledging Policies. Match Group’s Securities Trading Policy provides that no director, officer or employee of Match Group and its businesses may engage in transactions in publicly traded options, such as puts, calls, prepaid variable forward contracts, equity swaps or other derivatives, relating to Match Group securities, or engage in short sales with respect to Match Group securities. This prohibition extends to any and all forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts (among others). Match Group’s Securities Trading Policy also provides that no director, officer or employee of Match Group and its businesses may initiate any transactions subsequent to July 1, 2021 that involve pledging Match Group securities in any manner, including by purchasing Match Group securities on margin or holding Match Group securities in an account utilizing margin.

    Director Independence. Under the Marketplace Rules, of The Nasdaq Stock Market, LLC (the "Marketplace Rules"), the Board has a responsibility to make an affirmative determination that those members of the Board who serve as independent directors do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In connection with the independence determinations described below, the Board reviewed information regarding transactions, relationships and arrangements relevant to independence, including those required by the Marketplace Rules. This information is obtained from director responses to questionnaires circulated by Company management, as well as from Company records and publicly available information. Following these determinations, CompanyMatch Group management monitors those transactions, relationships and arrangements that were relevant to such determinations, as well as periodically solicits updated information potentially relevant to independence from internal personnel


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    and directors, to determine whether there have been any developments that could potentially have an adverse impact on the Board'sBoard’s prior independence determinations.

     


    In early 2019,March 2022, the Board determined that each of Mses. Brenner, McDaniel, Murdoch and Seymon and Messrs. Bronfman, Eisner, Lourd, Rosenblatt,Bailey, McInerney, Reynolds and Spoon and Zannino and Mses. Clinton and Hammer is independent. In connection with these determinations, the Board considered that in some cases in the ordinary course of business, IACMatch Group and its businesses sell products and services to, purchase products and services from acquire assets or businesses from (or sell them to) and/or make donations to entitiescompanies at which certain directors are employed or serve as directors, or over which certain directors otherwise exert control. Furthermore, the Board considered whether there were any payments made to (or received from) such entities by IACMatch Group and its businesses. No relationships or payments considered were determined to be of the type that would:would (i) preclude a finding of director independence under the Marketplace Rules or (ii) otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of athe director.

     Of the remaining incumbent directors, Messrs. Diller, Kaufman and Levin are executive officers of the Company and Mr. von Furstenberg is Mr. Diller's stepson. Given these relationships, none of these directors is independent.

    In addition to the satisfaction of the director independence requirements set forth in the Marketplace Rules, members of the Audit and Compensation and Human Resources Committees have also satisfied separate independence requirements under the current standards imposed by applicablethe SEC rules and the Marketplace Rules for audit committee and compensation committee members.

     

    Director Nominations. The Nominating Committee identifies reviews and evaluates individuals qualified to become Board members and recommendsof the Match Group Board. In assessing the candidates for recommendation to the Board. While there are no specific requirements for eligibility to serveBoard as a director of IAC, in evaluating candidates, the Nominating Committee will considernominees (regardless of how the candidate was identified or recommended) whether, the Nominating Committee will evaluate such candidates against the standards and qualifications set out its charter, including:

    ·Personal and professional integrity and character

    ·Prominence and reputation in the candidate’s profession

    ·Skills, knowledge, diversity of background and experience, and expertise (including business or other relevant experience) useful and appropriate to the effective oversight of our business

    ·The capacity and desire to represent the interests of the stockholders as a whole

    ·The extent to which the interplay of the candidate’s skills, knowledge, expertise, diversity of background and experience with that of the other Board members will help build a Board that is effective in collectively meeting our strategic needs and serving the long-term interests of the various stakeholders

    ·Availability to devote sufficient time to the affairs of Match Group

    The Nominating Committee considers not only an individual’s qualities, performance and professional and personal ethics and values ofresponsibilities, but also the candidate are consistent with those of IAC, whether the candidate'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 workthen composition of the Board and whether the candidate is preparedchallenges and qualified to representneeds of the best interests of IAC's stockholders.Board at that time. While the Board does not have a formal diversity policy, the Nominating Committee also considers the overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of other Board members and those represented by the Board as a whole to ensure that the Board has the right mix of skills, expertise and background.

    The Board does not have a formal policy regarding the consideration of director nominees recommended by stockholders, as to date IAC has not received any such recommendations. However, the Board would consider such recommendations if made in the future.stockholders. Stockholders who wish to make such a recommendation should send the recommendation to IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011,Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a "Director“Director Nominee Recommendation."” The letter must identify the author as a stockholder, provide a brief summary of the candidate'scandidate’s qualifications and history, together with an indication that the recommended individual would be willing to serve (if elected), and must be accompanied by evidence of the sender'ssender’s stock ownership. Any director recommendations will be reviewednominations for directors must comply with the requirements set forth in our bylaws.

    Director Orientation and Education. All new members of the Board are required to participate in Match Group’s orientation program for directors. The orientation program includes discussions with and presentations by senior management and provides new directors with a review of Match Group’s financial position, an overview of the Corporate Secretaryindustry in which we operate and compete and the Chairman,regulatory and if deemed appropriate, forwardedlegal environment that affects our business, as well as governs directors’ fiduciary duties. All directors are offered the opportunity, and are encouraged, to the Nominating Committee for further review. If the Nominating Committee believes that the candidate fits the profileparticipate in continuing education programs with reimbursement by us of a director described above, the recommendation will be shared with the entire Board.any associated expenses.

     

    Communications with the IACMatch Group Board. Stockholders who wish to communicate with IAC'sthe Board of Directors or a particular director may send any such communication to IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011,Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas, 75231, Attention: Corporate Secretary. The mailing envelope must


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    contain a clear notation indicating that the enclosed letter is a "Stockholder—“Stockholder—Board Communication"Communication” or "Stockholder—“Stockholder—Director Communication."” All such letters must identify the author as a stockholder, provide evidence of the sender'ssender’s stock ownership and clearly state whether the intended recipients are all members of the Board or a particular director or directors. TheMatch Group’s Corporate Secretary will then review such correspondence and forward it to the Board, or to the specified director(s), if appropriate. Items unrelated to directors’ duties and responsibilities may be excluded, including solicitations and advertisements.


    The Board and Board Committees

     

    The Board. The Board met fourthirteen times and acted by written consent twice during 2018. All2021. During 2021, all then incumbent directors attended at least 75% of the meetings of the Board and the Board committees on which they served, during 2018.other than Mr. Reynolds. Directors are not required to attend annual meetings of IACMatch Group stockholders. Two membersFour directors attended Match Group’s annual meeting of the Board of Directors attended IAC's 2018 Annual Meeting of Stockholders.stockholders in 2021.

     

    The Board currently has fourthree standing committees: the Audit Committee, the Compensation and Human Resources Committee, and the Nominating Committee and the ExecutiveCorporate Governance Committee.

     Board Committees. The following table sets forth the members of each Board committee and the number of meetings held by each such committee, and times that each such committee took action by written consent, during 2018. Each committee member identified below served in the capacities set forth in the table for all of 2018.

    Name
    		 Audit
    Committee    		 Compensation
    and Human
    Resources
    Committee    		 Nominating
    Committee    		 Executive
    Committee    		 

    Edgar Bronfman, Jr.(1). 

    		  —  —  X  X 

    Chelsea Clinton(1)

    		  —  —  —  — 

    Barry Diller

    		  —  —  —  X 

    Michael D. Eisner(1)

    		  —  —  X  — 

    Bonnie S. Hammer(1)

    		  —  Chair  —  — 

    Victor A. Kaufman

    		  —  —  —  X 

    Joseph Levin

    		  —  —  —  — 

    Bryan Lourd(1)

    		  X  —  —  — 

    David Rosenblatt(1)

    		  —  X  —  — 

    Alan G. Spoon(1)

    		  Chair  —  —  — 

    Alexander von Furstenberg

    		  —  —  —  — 

    Richard F. Zannino(1)

    		  X  —  —  — 

    Number of Meetings

    		  8  1  0  0 

    Number of Written Consents

    		  0  5  1  5 
    (1)
    Independent director.

    Audit Committee. The members of Match Group’s Audit Committee, all of whom are independent directors, are Messrs. Bailey, McInerney and Spoon (Chairperson). The Audit Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which was filed as Appendix A to the Company's 2017 Annual Meeting proxy statement.met nine times during 2021. The Audit Committee is appointed by the Board to assist the Board with a variety of matters described in theits charter, which include monitoring: (i) the integrity of IAC'sMatch Group’s financial statements, (ii) the effectiveness of IAC'sMatch Group’s internal control over financial reporting, (iii) the qualifications, performance and independence of IAC'sMatch Group’s independent registered public accounting firm, (iv) the performance of IAC'sMatch Group’s internal audit function, and independent registered public accounting firm, (v) IAC'sMatch Group’s risk assessment and risk management policies as they relate to financial, information security and other risk exposures and (vi) theMatch Group’s compliance by IAC with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among its members, the Company'sitself, Match Group’s independent registered public accounting firm, the Company'sMatch Group’s internal audit function and CompanyMatch Group management. The formal report of the Audit Committee is set forth on page 16.under Audit Committee Matters—Audit Committee Report.

     

    The Board has previously concluded that Mr. Spoon is an "audit“audit committee financial expert,"” as such term is defined in applicable SEC rules, andas well as the Marketplace Rules.


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    Compensation and Human Resources Committee. The members of Match Group’s Compensation and Human Resources Committee, all of whom are independent directors, are Mses. Brenner, McDaniel (Chairperson) and Seymon. The Compensation and Human Resources Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which was filed as Appendix B to the Company's 2017 Annual Meeting proxy statement.met eleven times during 2021. The Compensation and Human Resources Committee is appointed by the Board to assist the Board with all matters relating to the compensation of the Company'sMatch Group’s executive officers and non-employee directors and has overall responsibility for approving and evaluating all compensation plans, policies and programs of the CompanyMatch Group as they relateaffect Match Group’s executive officers and non-employee directors. The Compensation and Human Resources Committee also evaluates the performance of Match Group’s senior management and presents its findings and recommendations to the Company's executive officers.full Board. The Compensation and Human Resources Committee may form and delegate authority to subcommittees and may delegate authority to one or more of its members. The Compensation and Human Resources Committee may also delegate to one or more of the Company's executiveMatch Group’s officers the authority to make grants of equity-based compensation to eligible individuals (other than directors or executive officers) to the extent allowed under applicable law. For additional information on IAC'sMatch Group’s processes and procedures for the consideration and determination of executive compensation and the related roles of the Compensation and Human Resources Committee, CompanyMatch Group management and consultants, see the discussion under Compensation Discussion and Analysis generally beginning on page 20.Analysis. The formal report of the Compensation and Human Resources Committee is set forth on page 26.under Compensation Committee Report.

     

    Nominating Committee.and Corporate Governance Committee. The members of Match Group’s Nominating and Corporate Governance Committee, all of whom are independent directors, are Mses. McDaniel and Murdoch (Chairperson) and Mr. Spoon. The Nominating Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which was filed as Appendix C to the Company's 2017 Annual Meeting proxy statement.met four times during 2021. The Nominating and Corporate Governance Committee is appointed by the Board to assist the Board by: (i) identifying, reviewingidentify and evaluatingevaluate individuals qualified to become Board members (ii) recommendingand to recommend to the Board director nominees for the next annual meeting of stockholders or special meeting of stockholders at which directors are to be elected (and nominees to fill vacancies on the Board as necessary); (ii) periodically review Board committee composition and recommend changes as needed, (iii) making recommendations with respect to the compensation and benefits of directors.

    Executive Committee. The Executive Committee has all the power and authorityoversee periodic evaluations of the Board and its committees, (iv) develop and periodically review corporate governance guidelines, (v) review director and director nominee independence, (vi) review and make recommendations regarding responses to stockholder proposals, (vii) oversee social and environmental policies and initiatives and (viii) oversee corporate governance practices and identify best practices for potential adoption.


    PROPOSAL 2—ADVISORY VOTE ON EXECUTIVE COMPENSATION (THE “SAY ON PAY VOTE”)

    As required pursuant to Section 14A of Directorsthe Exchange Act, we are seeking a non-binding advisory vote from our stockholders to approve the compensation of IAC, except those powers specifically reservedour named executive officers for 2021. This proposal, which we refer to as the “say on pay vote,” is not intended to address any specific item of compensation, but rather our overall compensation program and policies relating to our named executive officers.

    As described in detail under in the Compensation Discussion and Analysis section of this proxy statement, our executive officer compensation program is designed to increase long term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable Match Group to meet its growth objectives.

    We believe that our executive officer compensation program, with its balance of short-term and long-term incentives, rewards sustained performance that is aligned with long-term stockholder interests. Accordingly, we believe that the compensation paid to our named executive officers in 2021 pursuant to our executive officer compensation program was fair and appropriate and are asking our stockholders to vote FOR the adoption of the following resolution:

    “RESOLVED, that the stockholders of Match Group, Inc. (the “Company”) approve, on an advisory basis, the compensation of the Company’s named executive officers for 2021, as disclosed in the Company’s Proxy Statement for the 2022 Annual Meeting of Stockholders pursuant to the Board by Delaware law or IAC's organizational documents.U.S. Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, the Executive Compensation tables and the related narrative discussion.”

    The approval, on an advisory basis, of the say on pay vote proposal requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote. The vote is advisory in nature and therefore not binding on us or our Board. However, our Board and Compensation and Human Resources Committee value the opinions of all of our stockholders and will consider the outcome of this vote when making future compensation decisions for our named executive officers.

    The Company last sought a say on pay vote at its 2019 Annual Meeting of Stockholders and last sought a non-binding advisory vote from its stockholders on the frequency of seeking the say on pay vote (required by applicable law every six years) at its 2016 Annual Meeting of Stockholders. Based on voting results from the 2016 Annual Meeting of Stockholders, and consistent with the Company’s recommendation at that time, say on pay votes currently occur every three years. Accordingly, the next say on pay vote is currently scheduled to be held at the Company’s 2025 Annual Meeting of Stockholders. However, at the 2022 Annual Meeting of Stockholders, the Company is also holding a non-binding advisory vote regarding the frequency of seeking the say on pay vote. Accordingly, subject to the outcome of the stockholder advisory vote on Proposal 3 below, the Board may choose to hold future say on pay votes on a more frequent basis.

    The Board recommends that our stockholders vote FOR the advisory vote on executive compensation.


    PROPOSAL 3—ADVISORY VOTE ON THE FREQUENCY OF HOLDING THE SAY ON PAY VOTE

    In addition to the advisory vote on executive compensation set forth above, the Exchange Act also requires the Company to seek a non-binding advisory vote from its stockholders every six years regarding the frequency of 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.

    After thoughtful consideration, our Compensation and Human Resources Committee and the Board believe that holding an advisory vote on executive compensation every year is the most appropriate policy for the Company and its stockholders.

    The approval, on an advisory basis, of the frequency of holding the say on pay vote proposal requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote. However, if no choice receives a majority of votes, then the option on the frequency of the advisory vote that receives the highest number of votes cast by stockholders will be considered by the Board as the stockholders’ recommendation as to the frequency of holding future say on pay votes. The vote is advisory in nature and therefore not binding on us or our Board. However, our Board values the opinions of all of our stockholders and will consider the outcome of this vote when making future decisions on the frequency with which we will hold an advisory vote on executive compensation.

    The Company last sought a non-binding advisory vote from its stockholders on the frequency of seeking the say on pay vote at its 2016 Annual Meeting of Stockholders. Based on voting results from the 2016 Annual Meeting of Stockholders, and consistent with the Company’s recommendation at that time, say on pay votes currently occur every three years. However, subject to the outcome of the stockholder advisory vote on this Proposal 3, the Board may choose to hold future say on pay votes on a more frequent basis. It is expected that the next say on pay frequency vote will occur at the 2028 Annual Meeting of Stockholders.

    The Board recommends that the stockholders vote for holding the say on pay vote EVERY YEAR at Match Group’s Annual Meeting of Stockholders.



    PROPOSAL 2—4—RATIFICATION OF APPOINTMENT OF

    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

     Subject to stockholder ratification, the

    The Audit Committee of the Board of Directors has appointed Ernst & Young LLP (“E&Y”) as IAC'sMatch Group’s independent registered public accounting firm for the fiscal year ending December 31, 2019.2022, and is requesting that stockholders ratify the appointment.

     

    The Audit Committee annually evaluates the performance of Ernst & Young LLPE&Y and determines whether to continue to retain such firmE&Y or consider the retention of another firm. In appointing Ernst & Young LLPE&Y as IAC'sMatch Group’s independent registered public accounting firm for 2019,2022, the Audit Committee considered:considered (i) the firm'sE&Y’s performance as the Company'sMatch Group’s independent registered public accounting firm, (ii) the fact that firmE&Y has audited the financial statements of Match Group since Match Group was a wholly-owned subsidiary of IAC and also since the Company (and its predecessors) since 1996,completion of Match Group’s initial public offering in 2015, (iii) the firm'sE&Y’s independence with respect to the services to be performed for the CompanyMatch Group and (iv) the firm'sE&Y’s strong and considerable qualifications and general reputation for adherence to professional auditing standards. In addition, in conjunction with the mandated rotation of the lead engagement partner every five years, the Audit Committee is directly involved in the selection of the new lead engagement partner.

     

    A representative of Ernst & Young LLPE&Y is expected to be present at the Annual Meeting and will be given an opportunity to make a statement if he or she so chooses and will be available to respond to appropriate questions.

     

    Ratification of the appointment of Ernst & Young LLP as IAC'sMatch Group’s independent registered public accounting firm requires the affirmative vote of the holders of a majority of the voting power of the shares of IAC capitalMatch Group common stock present at the Annual Meeting in person or represented by proxy and voting together.


    entitled to vote.

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    The Board recommends that our stockholders voteFORthe ratification of the appointment of Ernst & Young LLP as IAC'sMatch Group’s independent registered public accounting firm for the fiscal year ending December 31, 2019.2022.



    AUDIT COMMITTEE MATTERS

    Audit Committee Report

     

    The Audit Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which was filed as Appendix A to the Company's 2017 Annual Meeting proxy statement.is available on Match Group’s website at http://ir.mtch.com. The Audit Committee charter governs the operations of the Audit Committee and sets forth its responsibilities, which include providing assistance to the Board of Directors with the monitoring of: (i) the integrity of IAC'sMatch Group’s financial statements, (ii) the effectiveness of IAC'sMatch Group’s internal control over financial reporting, (iii) the qualifications, performance and independence of IAC'sMatch Group’s independent registered public accounting firm, (iv) the performance of IAC'sMatch Group’s internal audit function, and independent registered public accounting firm, (v) IAC'sMatch Group’s risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) theMatch Group’s compliance by IAC with legal and regulatory requirements. It is not the duty of the Audit Committee to plan or conduct audits or to determine that IAC'sMatch Group’s financial statements and disclosures are complete, accurate and have been prepared in accordance with generally accepted accounting principles and applicable rules and regulations. Management is responsible for the Company'sMatch Group’s financial reporting process, including systems of internal control over financial reporting. The independent registered public accountants are responsible for performing an independent audit of the Company'sMatch Group’s consolidated financial statements and the effectiveness of the Company'sMatch Group’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”), and to issue a report thereon. The Audit Committee'sCommittee’s responsibility is to engage the independent auditor and otherwise to monitor and oversee these processes.

     

    In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements of IACMatch Group included in the Company's Annual Report on Form 10-K for the year ended December 31, 20182021 with IAC'sMatch Group’s management and Ernst & Young LLP, IAC'sMatch Group’s independent registered public accounting firm.

     

    The Audit Committee has discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the PCAOB Auditing Standard 1301, "Communications with Audit Committees."and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the Public Company Accounting Oversight BoardPCAOB regarding Ernst & Young'sYoung’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young its independence from IACMatch Group and its management.

     

    In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements of IACfor Match Group be included in IAC'sMatch Group’s Annual Report on Form 10-K for the year ended December 31, 20182021 for filing with the SEC.

    Members of the Audit Committee

    Alan G. Spoon (Chairperson)
    Bryan Lourd
    Richard F. Zannino

    Stephen Bailey

    Thomas J. McInerney


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    Fees Paid to Our Independent Registered Public Accounting Firm

     

    The following table sets forth fees for all professional services rendered by Ernst & Young LLP to IACMatch Group for the years ended December 31, 20182021 and 2017:2020:

      2021  2020 
    Audit Fees $4,246,825(1) $3,685,079(2)
    Audit-Related Fees $3,600  $7,200 
    Total Audit and Audit-Related Fees $4,250,425  $3,692,279 
    Tax Fees(3) $20,000   — 
    Total Fees $4,270,425  $3,692,279 

     
    		 2018 2017 

    Audit Fees

    		 $2,366,000(1)$2,797,750(2)

    Audit-Related Fees(3)

    		 $50,000 $50,000 
    ​​​ ​ ​​ ​ ​

    Total Audit and Audit-Related Fees

    		 $2,416,000 $2,847,750 

    Tax Fees(4)

    		  — $14,800 
    ​​​ ​ ​​ ​ ​

    Total Fees

    		 $2,416,000 $2,862,550 
    ​​​ ​ ​​ ​ ​
    ​​​​​​​​
    ​​​ ​ ​​ ​ ​
    (1)
    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) statutory audits (audits performed for certain IAC businesses in various jurisdictions abroad, which audits are required by local law) and (iii) fees for accounting consultations.

      Excludes 2018 Audit Fees in the total aggregate amount of $2,920,000 and $2,071,000 incurred and paid directly by Match Group, Inc. and ANGI Homeservices Inc., respectively.

    (2)
    Audit Fees in 2017 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) statutory audits (audits performed for certain IAC businesses in various jurisdictions abroad, which audits are required by local law), (iii) fees for services performed in connection with the offering of the 0.875% Exchangeable Senior Notes due October 1, 2022 by an IAC subsidiary, as well as the review and issuance of the related comfort letter and other services related to such offering, and (iv) fees for accounting consultations.

      Excludes 2017 Audit Fees in the total aggregate amount of $2,954,700 and $2,611,000 incurred and paid directly by Match Group, Inc. and ANGI Homeservices Inc., respectively.

    (3)
    Audit-Related Fees in both years include fees for benefit plan audits.

    (4)
    Tax Fees primarily include fees paid for tax compliance service. Tax Fees in the total aggregate amount of $2,400 were incurred and paid directly by Match Group, Inc. in 2017 and 2018 and have been excluded from the table above.

    (1)Audit Fees in 2021 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and review of periodic reports, (ii) statutory audits (audits performed for certain Match Group businesses in various jurisdictions abroad, which audits are required by local law), (iii) accounting consultations, (iv) fees for services performed in connection with the offering of Match Group’s 3.625% Senior Notes due 2031 and registered direct offering of Match Group common stock, including the issuance of the related comfort letters, and (v) fees for services performed related to the issuance of the auditor’s consent for SEC registration statements, and (vi) fees for services performed related to the partial repurchase of Match Group’s 0.875% Exchangeable Notes due 2022 (“2022 Exchangeable Notes”) and conversions of the 2022 Exchangeable Notes.

    (2)Audit Fees in 2020 include: (i) fees associated with the annual audit of financial statements and internal control over financial reporting and review of periodic reports, (ii) statutory audits (audits performed for certain Match Group businesses in various jurisdictions abroad, which audits are required by local law), (iii) accounting consultations, (iv) fees for services performed in connection with the offerings of Match Group’s 4.125% Senior Notes due 2030 and 4.625% Senior Notes due 2028, including the issuance of the related comfort letters, and (v) post-report review procedures related to the issuance of the auditor’s consent for SEC registration statements in connection with the Separation (discussed below under Relationships Involving Significant Stockholders — The Separation of Match Group and IAC).

    (3)Tax Fees in 2021 primarily include fees paid for certain tax compliance services.

    Audit and Non-Audit Services Pre-Approval Policy

     

    The Audit Committee has a policy governing the pre-approval of all audit and permitted non-audit services performed by IAC'sMatch Group’s independent registered public accounting firm in order to ensure that the provision of these services does not impair such firm'sfirm’s independence from IACMatch Group and its management. Unless a type of service to be provided by IAC'sMatch Group’s independent registered public accounting firm has received general pre-approval, it requires specific pre-approval by the Audit Committee. Any proposed services in excess of pre-approved cost levels also require specific pre-approval by the Audit Committee. In all pre-approval instances, the Audit Committee considers whether such services are consistent with SEC rules regarding auditor independence.


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    All Taxtax services require specific pre-approval by the Audit Committee. In addition, the Audit Committee has designated specific services that have the pre-approval of the Audit Committee (each of which is subject to pre-approved cost levels) and has classified these pre-approved services into one of three categories: Audit, Audit-Related and All Other (excluding Tax). The term of any pre-approval is twelve12 months from the date of the pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee reviewsrevises the list of pre-approved services from time to time and will revise it as and if appropriate.time. Pre-approved fee levels for all services to be provided by IAC'sMatch Group’s independent registered public accounting firm are established periodically from time to time by the Audit Committee.

     

    Pursuant to the pre-approval policy, the Audit Committee may delegate its authority to grant pre-approvals to one or more of its members, and has currently delegated this authority to its Chairperson. The decisions of the Chairperson (or any other member(s) to whom such authority may be delegated) to grant pre-approvals must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to Company management.



    INFORMATION CONCERNING IACMATCH GROUP EXECUTIVE OFFICERS

    WHO ARE NOT DIRECTORS

     

    Background information about IAC'sMatch Group’s current executive officers who are not director nomineesdirectors is set forth below. For background information about IAC's Chairman and Senior Executive, Barry Diller,Match Group’s Chief Executive Officer, Joseph Levin, and Vice Chairman, Victor A. Kaufman,Sharmistha Dubey, see the discussion under Proposal 1-Election of Directors—Information Concerning Director Nominees beginning on page 6.and Other Board Members.

     

    Glenn H. SchiffmanPhilip D. Eigenmann, age 49, has served as Executive Vice President and Chief Financial Officer of IAC since April 2016 and served as Chief Financial Officer of ANGI Homeservices Inc. from September 2017 to March 2019. Prior to joining IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, since March 2013. Prior to his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group, a merchant bank focused on advising and investing in the technology, media and telecommunications industries, from September 2011 to March 2013. Prior to joining The Raine Group, Mr. Schiffman served as Co-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and Head of Investment Banking Asia-Pacific at Lehman Brothers (and subsequently Nomura) from April 2007 to January 2010, as well as Head of Investment Banking, Americas from January 2010 to April 2011 for Nomura. Mr. Schiffman's roles at Nomura followed Nomura's acquisition of Lehman's Asia business in 2008. In his not-for-profit affiliations, Mr. Schiffman is a member of the National Committee on United States-China Relations and serves as a Member of the Board of Visitors for the Duke University School of Medicine. Mr. Schiffman has served on the boards of directors of Match Group, Inc. and ANGI Homeservices Inc. since September 2016 and June 2017, respectively.

    Mark Stein, age 51, has served as ExecutiveMatch Group’s Chief Accounting Officer since November 2017. Mr. Eigenmann has held positions of increasing responsibility with the Company and its predecessors since May 2006, including Senior Vice President and Global Controller from February 2016 to November 2017, and Vice President and Global Controller from December 2009 to February 2016. Prior to joining us, Mr. Eigenmann held various finance and accounting leadership roles with AMX Corporation, a worldwide leader in advanced control and automation technology for commercial and residential markets, which was publicly traded on Nasdaq until its acquisition by The Duchossois Group in 2005. Mr. Eigenmann began his career in the audit practice of Ernst & Young in Dallas, Texas. He received a BBA in Accounting from Texas A&M University, and is a certified public accountant in the State of Texas.

    Jared F. Sine, age 43, has served as Chief StrategyBusiness Affairs and Legal Officer and Secretary of IACMatch Group since January 2016March 2021. Prior to that time, Mr. Sine served as Match Group’s Chief Legal Officer and Secretary from February 2019 to March 2021; and prior to that, time,he served as Senior Vice President and Chief Strategy Officer of IAC from September 2015. Mr. Stein previously served as both Senior Vice President of Corporate Development at IAC (from January 2008) and Chief Strategy Officer of IAC Search & Applications, the desktop software, mobile applications and media properties that comprised IAC's former Search & Applications segment (from November 2012). Prior to his service in these roles, Mr. Stein served in several other capacities for IAC and its businesses, including as Chief Strategy Officer of Mindspark Interactive Network from 2009 to 2012, and prior to that time as Executive Vice President of Corporate and Business Development of IAC Search & Media. Mr. Stein has served on the boards of directors of Match Group, Inc. and ANGI Homeservices Inc. since November 2015 and September 2017, respectively.


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    Gregg Winiarski, age 48, has served as Executive Vice President, General Counsel and Secretary of IAC since February 2014 and previously served as SeniorMatch Group from July 2016. Prior to joining Match Group, Mr. Sine was Vice President General Counsel and Secretary of IAC from February 2009 to February 2014. Mr. Winiarski previously served as Associate General Counsel of IACExpedia Group, Inc. (“Expedia”) from February 2005, during which time he had primary responsibilityJuly 2015 to June 2016 and in that capacity was responsible for all legal aspects of IAC's mergers, and acquisitions and other transactional work.strategic transactions. Prior to that time, Mr. Sine held a variety of legal positions at Expedia from October 2012. Prior to joining IAC in February 2005,Expedia, Mr. WiniarskiSine was an associate with Skadden, Arps, Slate, Meagherat the law firms of Latham & Flom LLP,Watkins and Cravath, Swaine & Moore. Mr. Sine has a global law firm,BS and JD from Brigham Young University.

    Gary Swidler, age 51, has served as Chief Operating Officer of Match Group since March 2020 and as Chief Financial Officer of Match Group since September 2015. Prior to that time, Mr. Swidler was a Managing Director and Head of the Financial Institutions Investment Banking Group at Bank of America Merrill Lynch (“Merrill Lynch”) from April 2014 to August 2015. Prior to that time, Mr. Swidler held a variety of positions at Merrill Lynch and its predecessors since 1997, most recently as Managing Director and Head of Specialty Finance from April 2009 to February 2005.April 2014. Prior to joining Skadden,Merrill Lynch, Mr. WiniarskiSwidler was an associate at the law firm of Wachtell, Lipton, Rosen & Katz. Mr. Swidler has a certified public accountant with Ernst & Young inBSE from the Wharton School at the University of Pennsylvania and a JD from New York. Mr. Winiarski has served on the boardsYork University School of directors of Match Group, Inc. and ANGI Homeservices Inc. since October 2015 and June 2017, respectively.Law.



    COMPENSATION DISCUSSION AND ANALYSIS

    Philosophy and Objectives

     

    Introduction

    Our executive officers whose compensation is discussed in this compensation discussion and analysis (the "CD&A"“CD&A”), and to whom we refer to as our named executivesexecutive officers in this CD&A (the "NEOs"“NEOs”) are:

      •
      Barry Diller, Chairman and Senior Executive;

      •
      Joseph Levin,

      Sharmistha Dubey, our Chief Executive Officer;

      •
      Glenn Schiffman, Executive Vice President

    Gary Swidler, our Chief Operating Officer and Chief Financial Officer;

    •
    Mark Stein, Executive Vice President

    Jared Sine, our Chief Legal Officer and Secretary (until March 2021; Chief Strategy Officer;Business Affairs and

    •
    Gregg Winiarski, Executive Vice President Legal Officer and General Counsel.
    Secretary since March 2021); and

     Our

    Philip Eigenmann, our Chief Accounting Officer.

    Philosophy and Objectives

    Match Group’s executive officer compensation program is designed to increase long-term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable the CompanyMatch Group to meet its growth objectives.

     

    Although IACMatch Group is a publicly traded company, we attemptstrive to foster an entrepreneurial culture given that our businesses operate a broad and diverse portfolio of brands, and we seek to attract and retain senior executives with entrepreneurial backgrounds, attitudes and aspirations. Accordingly, when attemptingworking to recruit and retain our executive officers, as well as other executives who may become executive officers at a later time, we compete not only with other public companies, but also with earlier stage companies, companies funded by financial sponsors, such as private equity and venture capital firms, financial sponsors themselves and professional firms. We structure our executive compensation program so that we can compete in this varied marketplace for talent, with an emphasis on variable, contingent compensation and long-term equity ownership.

     While we consider market data in

    When establishing broad compensation programspackages for a given executive, Match Group follows a flexible approach, and practices and may periodically benchmark the compensation associated with particular executive positions, we do not definitively rely on competitive survey data or any benchmarking information in establishing executive compensation. The Company makes decisions based on a host of factors particular to a given executive'sexecutive’s situation, including itsour firsthand experience with the competition for recruiting and retaining executives, negotiation and its understanding ofdiscussion with the current environment, and believes that over-reliance onrelevant individual, competitive survey data, or a benchmarkinginternal equity considerations and other factors we deem relevant at the time.

    Similarly, Match Group does not follow an arithmetic approach is too rigidto establishing compensation levels and stale for the dynamic and fast changing marketplace for talent in which we compete.

            Similarly, we believe that arithmetic approaches to measuring and rewarding short-term performance, as we believe these approaches often fail to adequately take into account the multiple factors that contribute to success at the individual executive and business level. In any given period, the CompanyMatch Group may have multiple objectives, and these objectives, (andand their relative importance)importance, often change as the competitive and strategic landscapes shift.shift, even within a given compensation cycle. As a result, formulaic approaches often over-compensate or under-compensate a given performance level. Accordingly, we have historically avoided the use of strict formulas in our


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    annual bonus program, believing that they often over-compensate or under-compensate a given performance level. We instead compensation practices and rely primarily on an approach that, while based on clear objectives, is not formulaic and allows for the exercise of discretion in setting final bonus amounts.a discretionary approach.

     In addition, we are of the view that long-term incentive compensation in the form of equity awards aligns the interests of executives with the interests of our long-term stockholders, and to further this important goal, equity awards play a prominent role in our overall compensation program. The form of equity awards has changed from time to time over the years. We have used non-qualified stock options as the predominant equity incentive vehicle for our executives for many years. In 2019, we introduced performance-based restricted stock unit awards for our executive officers. We made this change to reduce the dilutive impact of equity awards made to our executives (relative to stock options), while still aligning the interests of our executives with those of our shareholders. We will continue to evaluate the appropriate form of equity-based incentive awards as market conditions evolve.

            We believe that the Company's executive officer compensation program puts the substantial majority of compensation at risk, rewards both individual executive and corporate performance in a targeted fashion, pays amounts appropriate to attract and retain those key individuals necessary to grow the Company and aligns the interests of our key executives with the interests of our stockholders. We continuously evaluate our program and make changes as we deem appropriate. We presented a "Say-on-Pay" item to stockholders in 2017, which called for an advisory, non-binding vote regarding the compensation of our named executive officers in 2016 as described in the 2017 Annual Meeting proxy statement. On this item, over 97% of the votes cast were in favor of the resolution. In light of strong stockholder support, we concluded that no revisions were necessary to our executive officer compensation program as a direct result of that advisory vote.

    Roles and Responsibilities

     

    The Compensation and Human Resources Committee of the Company'sour Board of Directors (for purposes of this CD&A, the "Committee"“Committee”) has primary responsibility for establishing the compensation of the Company'sour executive officers. AllFor each of our NEOs, all compensation decisions referred to throughout this CD&A have been made by the Committee, based (in part)in part on recommendations from Messrs. Dillerour Chief Executive Officer, and Levin (as described below).in consultation with the Chairman of our Board of Directors. The Committee currently consists of Ms. Hammer (Chairperson)Mses. Brenner, McDaniel (Chair) and Mr. Rosenblatt.Seymon.

     The executive officers participate

    Our Chief Executive Officer participates in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools. In late 2021 and early 2019, Mr. Diller2022, Ms. Dubey met with the Committee and discussed hisher views of corporate and individual executive officer performance for 20182021 for Messrs. Levin, Schiffman, SteinSwidler, Sine and Winiarski,Eigenmann, and hisher recommendations for annual bonuses for these executive officers. Messrs. Diller and Levin had previously discussed Mr. Levin's views of the individual performance of each of Messrs. Schiffman, Stein and Winiarski, and those views were incorporated into Mr. Diller's recommendations. Mr. DillerNEOs. She also discussed his views on hisher own performance with the Committee. Following these discussions, the Committee met in an executive session to discuss these recommendations.Ms. Dubey’s recommendations, including their views of corporate and individual performance for 2021 for Ms. Dubey. After consideration of thesethe recommendations and their own evaluations, the Committee ultimately determined theapproved annual bonus amountamounts for each executive officer. NEO.


    In establishing a given executive officer'sofficer’s compensation package, each individual component is evaluated independently and in relation to the package as a whole. Prior earning histories and outstanding long-term compensation arrangementsholdings are also reviewed and taken into account. However, we doMatch Group does not believe in any formulaic relationship or targeted allocation between these elements. Instead, each individual executive'sexecutive’s situation is evaluated on a case-by-case basis each year, considering the variety of relevant factors at that time.

     From time

    Match Group has historically provided its stockholders with the opportunity to time,cast a triennial advisory vote on named executive officer compensation (a “say-on-pay” vote), which reflects the preference expressed by stockholders in 2016 with respect to the frequency of the say-on-pay vote. At Match Group’s annual meeting of stockholders held in 2019, a substantial majority of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Committee believes that the vote reflected stockholder support of Match Group’s approach to executive compensation, and, as such, did not make changes to our program based on the 2019 vote. As discussed further under the section of this proxy statement titled “Proposal 3—Advisory Vote on the Frequency of Holding the Say-on-Pay Vote,” our Board of Directors recommends holding a say-on-pay vote on an annual basis beginning in 2022. The Committee will continue to consider the outcome of say-on-pay votes when making future compensation decisions for our executive officers.

    In July 2021, the Committee has solicitedengaged Compensia, a national compensation consulting firm, to assist it with compensation matters, including compensation peer group selection, executive and non-employee director compensation assessment, equity compensation strategy, and compensation risk assessment. Compensia reports directly to the adviceCommittee, and the Committee may replace Compensia or engage additional consultants at any time. One or more representatives from Compensia attends Committee meetings and communicates with the Chair of consulting firms and engaged legal counsel. No such consulting firms or legal counsel were engaged during 2018.


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            In addition,the Committee, as well as other Committee members, between meetings from time to time,time. Compensia has no other business relationship with Match Group and receives no payments from Match Group other than fees for services to the Company may solicit survey or peer compensation data from various consulting firms. Committee. The Committee has assessed the independence of Compensia taking into account, among other things, the factors set forth under Rule 10C-1 of the Securities Exchange Act of 1934 (as amended, the “Exchange Act”) and the listing standards of Nasdaq, and has concluded that no conflict of interest has arisen with respect to the work that Compensia performs for the Committee.

    In 2018,addition, as in prior years, in 2021, the Company engaged Compensation Advisory Partners ("CAP"LLC (“CAP”) to provide comparative market data in connection with the Company'sCompany’s own analysis of its equity compensation practices, but, other than Compensia (with respect only to the 2021 bonus payments approved in March 2022), neither CAP nor any other compensation consultant engaged by the Company had any role in determining or recommending the amount or form of executive compensation for 2018.2021.

    Compensation Elements

     Our

    Match Group’s compensation packages for our executive officers have primarily consistconsisted of salary, annual bonuses, IACbonus opportunities, long term incentives (typically equity awardsawards), and, in certain instances,to a more limited extent, perquisites and other benefits. Prior to making specific decisions related to any particular element of compensation, the Committee typically reviews the total direct compensation of each executive, evaluating the executive’s total near-term and long-term compensation in aggregate. The Committee then determines which element or combination of compensation elements (salary, annual bonus and/or equity awards) can be used most effectively to further our compensation objectives. However, all such decisions are subjective, and are made on a facts and circumstances basis without any prescribed relationship between the various elements of the total compensation package.

     

    Salary.Salary We

    Match Group typically negotiatenegotiates a new executive officer'sofficer’s starting salary upon arrival, based on the executive's prior compensation history, prior compensation levels for the particular position within Match Group, the Company, the Company's New York City location of a particular executive, salary levels of other executive officersexecutives within the Company andMatch Group, salary levels available to the individual in alternative opportunities. Salariesopportunities, reference to certain compensation survey information and the extent to which Match Group desires to secure the executive’s services.

    Once established, salaries can increase based on a number of factors, including the assumption of additional responsibilities, internal equity, periodic market checks and other factors that demonstrate an executive officer'sexecutive’s increased value to Match Group.


    In February 2021, the Company.Committee approved an increase in Mr. Sine’s salary from $400,000 to $500,000, effective as of January 1, 2021. In determining to increase Mr. Sine’s salary, the Committee considered Ms. Dubey’s recommendation and Mr. Sine’s then-upcoming promotion to Chief Business Affairs and Legal Officer. No other executive officer's salary wasofficer salaries were established or adjusted during 2018.2021. NEO salaries for 2021 are reported in the 2021 Summary Compensation Table included in the Executive Compensation section of this proxy statement.

      Annual Bonuses

     General. Our

    Match Group’s bonus program is designed to reward performance on an annual basis and annual bonuses are discretionary. Because of the variable nature of the bonus program, and because in any given year bonuses canhave the potential to make up thea significant majorityportion of an executive officer's cashexecutive’s total direct compensation, the bonus program provides a strongan important incentive for our executive officerstool to achieve Match Group’s annual corporate objectives. WeMatch Group generally paypays bonuses shortly after year-end following finalization of the financial results for the prior year.year in question.

     

    The determination of bonus amounts is based on a non-formulaic assessment of factors that vary from year to year, including a discretionary assessment of Company and individual performance. In making its determinations regardingdetermining individual annual bonus amounts, the Committee considers a variety of factors regarding the Company’s overall performance, such as growth in profitability or achievement of strategic objectives by the Company, and, to a lesser extent, an individual'sindividual’s performance and contribution to the Company.Company, and general bonus expectations previously established between the Company and the executive. The Committee does not quantify the weight given to any specific element or otherwise follow a formulaic calculation. Rather,calculation; however, Company performance tends to be the Committee engages in an overall assessmentdominant driver of appropriatethe ultimate bonus levels based on a subjective interpretation of all relevant criteria.amount.

     2018 Bonuses.

    For 2018,2021 bonuses, the Committee considered a variety of factors, including:

      •
      including, among others, year-over-year growth in revenue and Adjusted Operating results.  Revenue increased 29% overIncome (operating income excluding stock-based compensation expense, depreciation, and certain non-cash acquisition-related items), levels of cash flow generated from operations, and certain strategic accomplishments, including debt financings, strategic transactions and the prior year, drivengeneral successful operation of the Company. The Committee also considered the Company’s strong performance despite the business and operating challenges presented by strong growth from Match Group, increases at ANGI Homeservices,the global COVID-19 pandemic, including the successful pivoting of product roadmaps and growth at eachmarketing efforts in response to the uncertainty caused by the pandemic around the world generally and to our businesses in particular, and the maintaining of our other segments. Operating Income and Adjusted EBITDA increased 200% and 72%, respectively,global workforce’s productivity despite transitioning to the Company's highest levels since prior to when the multi-spins were completed in 2008.

      •
      Strategic initiatives.  During 2018, the Company completed a number of acquisitions across our business portfolio to enhance product offerings, including BlueCrew, Handy Technologies, TelTech Systems, Hinge and iTranslate; and continued to rationalize our asset portfolio in order to focus on our core businesses, resulting in, among other things, the dispositions of Electus, Dictionary LLC, Felix Calls, LLC and CityGrid Media, LLC. Significantly, the Company completed the integration of Angie's List and HomeAdvisor following their combination in late 2017 and saw strong growth in that business.

      •
      Financings and Cash Position.  During 2018, the Company: (i) altered its debt maturity profile by extending to 2023 the expiration dates of the ANGI Homeservices term loan and the revolving credit facilities for IAC and Match Group and (ii) ANGI Homeservices entered into its own five-year revolving credit facility, creating additional flexibility for the Company. In addition, the

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        Company ended the year with $2.1 billion of cash and cash equivalents on a consolidated basis, which we believe positions us for long-term growth as we continue to invest in our businesses and identify new opportunities for expansion.

      •
      Share price appreciation.  The Company's share price increased more than 48% during 2018, compared to losses in The Nasdaq Stock Market and the S&P 500.

    fully remote working environment. While the factors noted abovethese were the primary onesfactors considered in setting bonus award amounts, the Committee also considered each executive officer'sofficer’s role and responsibilities, the relative contributions made by each executive officer during the year and the relative size of the bonuses paid to the other executive officers.

    With respect to 2018 bonuses for each of our NEOs, the Committee considered the followingfollowing: (i) with respect to: (i) Mr. Diller, his continuedto Ms. Dubey, her role in providingas Chief Executive Officer, including her focus on overseeing the operations of, and developing the strategic directionagenda for, the Company, overall, (ii) with respect to Mr. Levin,Swidler, his continuing focus on managing the day-to-day business operationsrole as Chief Operating Officer and Chief Financial Officer, including his management of our finance, tax, people, information technology, advertising sales, corporate social responsibility and corporate communications functions and his oversight of our $1.75 billion acquisition of Hyperconnect and $1.5 billion repurchase of outstanding exchangeable notes and related financing transactions, (iii) with respect to Mr. Sine, his new role as Chief Business Affairs and Legal Officer, including his management of our legal, compliance, privacy, safety, and government affairs functions and his oversight of the Companylegal and participating incompliance aspects of the development of strategic initiatives forHyperconnect acquisition and the Company, (iii) Mr. Schiffman, his role in the successful completion ofexchangeable notes repurchase and related financing transactions, and (iv) with respect to Mr. Eigenmann, his role as Chief Accounting Officer, including his management of our global accounting and financial reporting functions and his oversight of our transition to a numberunified global enterprise resource planning platform and of acquisitionsthe accounting aspects of the Hyperconnect acquisition and dispositions, as well as his continuing rolethe exchangeable notes repurchase and related financing transactions. NEO bonuses for 2021 are reported in the day-to-day oversight of the business operations of the Company, (v) Mr. Stein, participating2021 Summary Compensation Table included in the developmentExecutive Compensation section of strategy for several of the Company's businesses, and (vi) Mr. Winiarski, his role in managing the successful completion of a number of acquisitions and dispositions, including his involvement in the Company's financing efforts and his ongoing oversight of the Company's litigation, regulatory and compliance efforts.this proxy statement pursuant.

     As noted above, in setting individual bonus amounts, the Committee did not quantify the weight assigned to any specific factor, nor did it apply a formulaic calculation. In setting bonus amounts, the Committee generally considered the Company's overall performance, the amount of bonus for each NEO relative to other Company executives and the recommendations of the Chairman and Senior Executive and the Chief Executive Officer. In addition, the Committee considered achievements in 2018 as compared to achievements and bonus levels in prior years.

    Executive officer bonuses tend to be highly variable from year-to-year depending on the performance of the Company and, in certain circumstances, individual executive officer performance. Accordingly, we believe our executive officer bonus program provides strong incentives to reach the Company'sCompany’s annual goals.

      Long-Term Incentives

     General. Due to our entrepreneurial philosophy, we believe that providing a meaningful equity stake in our business is essential to create compensation opportunities that can compete, on a risk-adjusted basis, with entrepreneurial employment alternatives. In addition, we believe

    Match Group believes that ownership shapes behavior and that by providing a meaningful portion of an executive officer’s compensation in the form of equitystock based awards we align executive officeraligns their incentives with stockholder interests in a manner that we believe drives superiorbetter performance over time. The primary long term incentives for our NEOs have been Match Group restricted stock unit (“RSU”) awards, and beginning in 2021, Match Group performance-based restricted stock unit (“PSU”) awards.

     While there is currently no formal


    In 2021, in order to provide strong retention incentives and encourage a focus on strong stock ownership or holding requirement for executive officers,price appreciation over the long term, the Committee granted certain of our executive officers generally have historically held a significantNEOs PSU awards that are earned and vest in two equal installments on the third and fourth anniversaries of the grant date. The portion of theirthe PSUs that is earned and vests on each vesting date can range between 0% and 150% of the target PSUs depending on Match Group’s relative stock awards (netgrowth, measured as the percentage growth of tax withholdings) well beyondMatch Group’s stock price relative to the relevantpercentage stock price growth of the median company within the Nasdaq-100 stock market index over the applicable vesting dates.period (reflective of the February 2022 amendment described below). Specifically, the portion of each installment of PSUs earned and vested on the applicable vesting date is determined as follows:

     

    ·100% of the PSUs if relative stock growth is zero;

    ·For each +1% or -1% of relative stock growth from zero, the PSUs earned and vested will increase or decrease, respectively, from 100% by 3%, with a maximum of 150% and a minimum of 0%, with linear interpolation between points; and

    ·Notwithstanding the foregoing, no PSUs will be earned or vested if both the relative stock growth and Match Group’s stock growth are negative for the applicable performance period.

    In establishing equityFebruary 2022, in order to help account for the overweighting of larger companies in the Nasdaq-100, the Committee approved an amendment of the PSU awards for an executive officer for any given period,previously granted to our NEOs in February 2021 to adjust the amountbenchmark used in calculating Match Group’s relative TSR, from the Nasdaq-100 index composite stock price, to the stock price of outstanding unvested and/or unexercised equity awards, as well as previously earned or exercised equity awards, is reviewed and evaluated on an individual-by-individual basis. the median company within the index.

    In setting particular award levels, the predominant considerations areobjectives have been providing the executive officer with effective retention incentives appropriate reward for past performance,and incentives for strong future performanceperformance. Appropriate levels to meet these goals may vary from year to year, and competitive conditions. from executive to executive, based on a variety of factors.

    The annual corporate performance factors relevant to setting bonus amounts that were discussed above, while considered, aretaken into account, have generally been less relevant in determining the type and level ofsetting annual equity awards, as the awards


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    tend to be more forward looking, and are a longer-term retention and reward instrument relative to ourthan annual bonuses.

     The Company's usual practice is to schedule

    All Match Group equity awards have been approved by the Committee. When granting Match Group equity awards, the Committee has taken into account factors such as historical practices, the Committee’s view of market compensation generally, the dilutive impact of equity grants and desired short-term and long-term dilution levels, and a given executive’s existing equity holdings and their retention and incentive value.

    Except where otherwise noted, equity awards have been made following year-end after finalization of financial results for the year in question. Committee meetings at which the awards are to be grantedmade are generally scheduled well in advance and without regard to the timing of the release of earnings or other material information.

     2018 Equity Awards.

    In March 2018,February 2021, as part of the Company’s annual year-end compensation review, the Committee granted 80,000 stock options33,055 RSUs and 99,166 PSUs to Ms. Dubey, 19,833 RSUs and 59,500 PSUs to Mr. Schiffman with an exercise price of $152.53,Swidler, 16,527 RSUs and 49,583 PSUs to Mr. Sine, and 2,148 RSUs to Mr. Eigenmann (the share numbers for PSUs are at target performance). The RSU awards granted to Ms. Dubey and Mr. Sine vest in three equal installments on the closing pricefirst three anniversaries of the Company's common stockgrant date. The RSU award granted to Mr. Swidler vests in two equal installments on the second and third anniversaries of the grant date,date. The RSU award granted to Mr. Eigenmann vests in four equal installments on the first four anniversaries of the grant date. The PSU awards granted to Ms. Dubey and whichMessrs. Swidler and Sine vest in two equal installments on the third and fourth anniversaries of the grant date. In March 2021, in connection with his appointment to the new role of Chief Business Affairs and Legal Officer, Mr. Sine was granted 32,883 RSUs that will vest 50%in a single installment on eachthe third anniversary of February 15, 2021 and February 15, 2022; provided, thatthe grant date; the vesting of 50% of these options is also subject tothis RSU award may be accelerated if Mr. Sine terminates his employment with the requirement thatCompany for any reason after the closing price per share of the Company's common stock during any twenty consecutive days during which the award is outstanding equals or exceeds $200 per share. This performance condition has been met. In addition, following vesting, these options shall only be exercisable after February 15, 2022.

            No other executive officer received an equity award in 2018, as the Committee considered outstanding equity awards then held by each other executive officer and the amount realizable from those awards based the Company's stock price at the time of the Committee meeting, and the significant appreciation in the Company's stock price since the last time equity was awarded to the executive officers.

    2019 Equity Awards. During the first quarter of 2019, the Committee awarded performance-based restricted stock units ("PSUs") to our executive officers. A base number of PSUs was communicated to each executive, who had the choice between two types of PSUs (or a combination of the two choices): (i) the base number of PSUs, with vesting conditioned upon IAC's stock price increasing by at least 20% ($267.00) within 3 yearssecond anniversary of the grant date, provided that our Board of Directors has approved a non-interim successor to Mr. Sine’s position on or (ii) twicebefore his termination date.


    Stock Ownership Guidelines

    In January 2022, Match Group adopted stock ownership guidelines for our NEOs and non-employee members of our Board of Directors. Under the baseguidelines, our NEOs are required own a number of PSUs,shares of our common stock with vesting conditioned upon IAC'sa value equal to a specified multiple of their annual base salary as follows:

    Position

    Multiple of Base Salary

    Chief Executive Officer6x
    Chief Operating Officer and Chief Financial Officer3x
    Chief Business Affairs and Legal Officer3x
    All Other NEOs2x

    Shares counted toward the ownership requirement include shares beneficially owned directly or indirectly by the individual or immediate family members residing in the same household and shares underlying deferred share units granted under our Deferred Compensation Plan for Non-Employee Directors. Unvested RSUs, unexercised stock options, and equity-based awards settled in cash are not counted toward the ownership requirement.

    Compliance with the minimum stock ownership requirement is determined annually on December 31. Once an individual meets the ownership requirement, any subsequent decrease in the share price increasing by at leastwill not impact compliance prior to the next valuation date. If an individual fails to satisfy the ownership requirement, they are required to retain an amount equal to 50% ($333.75)of the net shares of our common stock (i.e., shares remaining after the payment of tax withholding obligations and, if applicable, exercise price with respect to an equity award) resulting from the settlement of RSU awards or the exercise of stock options. Individuals are required to meet these ownership requirements within 5five years of the grant date. Iflater of (i) January 1, 2022 (the date the stock price target is not achieved by the endguidelines became effective) or (ii) becoming an NEO or non-employee member of the 3-or 5-year window, no PSUs will vest. However, once the stock price target is met, the award will vest and the executive officer will be required to hold the underlying shares until the earlierour Board of the first anniversaryDirectors, as applicable.

    Change of the vesting date or the end of the original 3 or 5-year term. The awards also provided the opportunity for a portion of each award to vest upon termination of employment, subject to the stock price target being met within the original 3- or 5-year term of the award. Each executive officer elected to receive 50% of his award as 3-year PSUs and 50% of his award as 5-year PSUs, as follows:Control

    Name
    		 Number of
    3-Year PSUs    		 Number of
    5-Year PSUs    		 

    Barry Diller

    		  11,851  23,703 

    Joseph Levin

    		  22,471  44,943 

    Glenn H. Schiffman

    		  8,988  17,977 

    Mark Stein

    		  4,494  8,988 

    Gregg Winiarki

    		  4,491  8,988 

     The Committee

    Match Group believes that providing our executive officers with change of control protection is important in allowing executives to fully value the new PSUs properly align incentives with thoseforward looking elements of our stockholders,their compensation packages, and serve as a good mechanism to link executive compensation to long-term Company performance while encouraging an appropriate amounttherefore limit retention risk during uncertain times. The terms of risk taking and fostering a culture of high performance.

    2018 Employment Agreement

    New Employment Agreement for Mr. Stein. Effective June 28, 2018 (the "Effective Date"), IAC and Mr. Stein, the Company's Chief Strategy Officer, entered into an employment agreement (the "Employment Agreement"). The Employment Agreement has a scheduled term of one year from the Effective Date and provides for automatic renewals for successive one year terms absent written notice


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    from IAC or Mr. Stein ninety days prior to the expiration of the then current term. The Employment Agreement provides that Mr. Stein will be eligible to receive an annual base salary (currently $550,000), discretionary annual cash bonuses, equity awards and such other employee benefits as may be reasonably determined by the Committee.

            Upon a termination of Mr. Stein's employment by IAC without "cause" (and other than by reason of death or disability), Mr. Stein's resignation for "good reason" or the timely delivery of a non-renewal notice by IAC (a "Qualifying Termination"), and subjectgranted to the execution of a release and compliance with the restrictive covenants set forth below: (i) IAC will continue to pay Mr. Stein his annual base salary for a period of twelve months following such termination (the "Severance Period"), (ii) all IAC equity awards (including any cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) held by Mr. Stein on the date of the Qualifying Termination that would have otherwise vested during the Severance Period shall vest as of the date of such termination, and (iii) all vested and outstanding IAC stock options held by Mr. Stein as of the date of such Qualifying Termination (including any stock options that vested pursuant to the acceleration rights described above), shall remain outstanding and exercisable for eighteen months from the date of such termination.

            Pursuant to his agreement, Mr. Stein is bound by a covenant not to compete with IAC's businesses during the term of his employment and during the Severance Period and covenants not to solicit IAC's employees or business partners during the term of his employment and for eighteen months after a Qualifying Termination. In addition, Mr. Stein agreed not to use or disclose any confidential information of IAC or its affiliates.

    Change of Control

            The Company's equity awards forour senior executive officersexecutives, including our NEOs, generally include a so-called "double-trigger"“double-trigger” change of control provision, as provided for under the Match Group, Inc. 2015 Stock and Annual Incentive Plan (as amended, the “2015 Plan”), the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan (as amended, the “2017 Plan”) and the Match Group, Inc. Amended and Restated 2020 Stock and Annual Incentive Plan (as amended, the “2020 Plan”), which provides for the acceleration of the vesting of outstanding equity awards in connection with a change of control of Match Group, but only when an award holder suffersthe executive experiences an involuntary termination of employment without cause or the executive resigns for good reason, in each case during the two yeartwo-year period following such change of control. The Committee believes that providing for the acceleration of the vesting of equity awards after an involuntary terminationin these circumstances will assist in the retention of our executive officersexecutives through a change of control transaction. For purposesWe do not provide any tax reimbursement or gross-up in the event that a change of this discussion andcontrol triggers excise tax under Section 4999 of the discussionCode of the Internal Revenue Code. Estimated payments to our NEOs in the event of a change of control are described below under the heading "Severance," we use the term "involuntary termination" to mean both a termination by the Company without "cause" and a resignation by the executive for "good reason"“Executive Compensation—Estimated Potential Payments Upon Termination or similar construct.

    Severance
    Change in Control.”

     

    Severance

    We generally provide our executive officers with some amount of salary and health benefits continuation and the acceleration of the vesting of some equity awards in the event of an involuntary termination of employment. Because we tend to promote our executive officers from within, after competence and commitment have generally been established, we believe thatExcept as described below under “Executive Compensation—Estimated Potential Payments Upon Termination or Change in Control,” the likelihood of the vesting of equity awards being accelerated is typically low, and yet we believe that through providing this benefit we increase the retentive effect of our equity program, which serves as our most important retention incentive. The Company generally does not provide for the acceleration of the vesting of equity awards in the event an executive officer voluntarily resigns from the Company.

    Other Compensation

     General. We provide Messrs. Diller and Levin with various non-cash benefits as part of their overall compensation packages.

    Under certain limited circumstances, othercertain Match Group executive officers have also received non-cash and non-equity compensatory benefits. The value of these benefits, is calculated under appropriate rules and is taken into account as a component of compensation when establishing overall compensation levels. The


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    value of all non-cash benefitsif applicable, is reported under the All Other Compensation column inof the 2021 Summary Compensation Table on page 27included in the Executive Compensation section of this proxy statement pursuant to applicable SEC rules. OurMatch Group executive officers do not participate in any deferred compensation or retirement programsprogram other than the Company'sCompany’s Section 401(k) retirement savings plan. Other than a tax gross-up related to certain relocation benefits provided to Mr. Schiffman in connection with his moving to the New York City metropolitan area to assume the role of Executive Vice President and Chief Financial Officer, we did not gross-up any benefits provided to any executive officer in 2018. Other than those described specifically below, our executive officers do not partake in any benefit programs, or receive any significant perquisites, distinct from the Company's other employees.

     Mr. Diller. Pursuant to Company policy, Mr. Diller is required to travel, both for business and personal purposes, on corporate aircraft. In addition to serving general security interests, this means of travel permits him to travel non-stop and without delay, to remain in contact with the Company while he is traveling, to change his plans quickly in the event Company business requires and to conduct confidential Company business while flying, be it telephonically, by e-mail or in person. These interests are similarly furthered on both business and personal flights, as Mr. Diller typically provides his services to the Company while traveling in either case. Nonetheless, the incremental cost to the Company of his travel for personal purposes is reflected as compensation to Mr. Diller from the Company, and is taken into account in establishing his overall compensation package. In certain years and for certain personal use of Company-owned aircraft, Mr. Diller has reimbursed the Company at the maximum rate allowable under applicable rules of the Federal Aviation Administration.

    Tax Deductibility

     Additionally, the Company provides Mr. Diller with access to certain automobiles for business and personal use. We also provide certain Company-owned office space and IT equipment for use by certain individuals who work for Mr. Diller personally. These uses are valued by the Company at their incremental cost to the Company or, in the case of the use of office space (where there is no discernible incremental cost), at the cost used for internal allocations of office space for corporate purposes.

    Mr. Levin. Pursuant to Company policy, Mr. Levin is encouraged to travel, both for business and personal purposes, on corporate aircraft for the same reasons as set forth above for Mr. Diller. The incremental cost to the Company of his travel for personal purposes is reflected as compensation to Mr. Levin from the Company, and is taken into account in establishing his overall compensation package.

    Mr. Schiffman. As part of the agreement for Mr. Schiffman to move to the New York City metropolitan area to accept the position of Executive Vice President and Chief Financial Officer, the Company agreed to compensate Mr. Schiffman for various costs of relocating from Austin, Texas. The majority of these costs were incurred during 2016; however certain housing costs and associated tax gross-ups were incurred during 2017 and 2018. We do not expect these amounts to be recurring, and though the applicable compensation disclosure rules require us to disclose the value of these items as compensation, we did not take them into account in determining the other components of Mr. Schiffman's compensation, as we view them as a cost to the Company in facilitating Mr. Schiffman's move to the New York City metropolitan area.

    Tax Deductibility

            Under Section162(m) of the Internal Revenue Code of 1986, as amended (the "Code"), compensation paid to certain current and former NEOs in excess of $1 million is generally not tax deductible. Prior to the enactment of the Tax Cuts and Jobs Act of 2017 (the "Tax Act"), this limitation did not apply to compensation paid to the chief financial officer or to compensation based on achievement of pre-determined objective performance goals if certain requirements were met. Historically, the Committee has structured certain compensation with the intention of complying with


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    the performance-based compensation exemption from Section 162(m) of the Code. A number of requirements must be met for particular compensation to qualify, however, and there can be no assurance that any compensation awarded would be fully deductible under all circumstances. In addition, in appropriate circumstances the Committee may approve elements of compensation for certain executive officers that are not fully deductible.

            The exemption from the deduction limit for performance-based compensation set forth in Section 162(m) of the Code has been repealed, effectiveEffective for taxable years beginning after December 31, 2017, such that compensation in excess of $1 million paid to our current named executive officers including our Chief Financial Officer, and certain former named executive officers will generally not be deductible unless it qualifies for transition relief applicable to certain arrangements in place as of November 2, 2017. Despite the Committee's efforts to structure certain compensation to be exempt from Section 162(m) of the Code and therefore not subject to its deduction limits, there can be no assurance that this compensation will be fully deductible because of ambiguities and uncertainties as to the application and interpretation of Section 162(m) of the Code and the regulations issued thereunder, including the uncertain scope of the transition relief under the legislation repealing the exemption from the deduction limit set both in Section 162(m) of the Code. In addition, thetax deductible. The Committee reserves the right to modifypay compensation that was initially intended to be exempt from Section 162(m) of the Codeis not fully tax deductible if it determines that such modifications arecompensation is consistent with the Company'sCompany’s best interests.


    COMPENSATION AND HUMAN RESPOURCES COMMITTEE REPORT

     

    The Compensation and Human Resources Committee has reviewed the Compensation Discussion and Analysis and discussed it with Company management. In reliance on its review and the discussions referred to above, the Compensation and Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be included in IAC's 2018Match Group’s 2021 Annual Report on Form 10-K and this proxy statement.

    Members of the Compensation and Human Resources Committee

    Bonnie

    Ann L. McDaniel (Chairperson)

    Melissa Brenner

    Pamela S. Hammer (Chairperson)
    David RosenblattSeymon


    COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     

    The membership of the Compensation and Human Resources Committee during 2021 consisted of Ms. HammerMses. Brenner, McDaniel (Chair) and Mr. Rosenblatt during 2018. NeitherSeymon following. None of them has ever been an officer or employee of IACMatch Group at any time during their respective service on the committee.


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    EXECUTIVE COMPENSATION

    Overview

     The

    Overview

    This Executive Compensation section of this proxy statement sets forth certain information regarding total compensation earned by our named executives in 2018,executive officers for our fiscal year ended December 31, 2021, as well as Company equityMatch Group awards granted to our named executivesexecutive officers in 2018, Company2021, Match Group, IAC and certain other equity awards held by our named executivesexecutive officers on December 31, 20182021, and the dollar value realized by our named executivesexecutive officers upon the vesting and exercise of Match Group equity awards during 2018.2021.

    2021 Summary Compensation Table

    The following table sets forth information concerning the compensation paid to each of our named executive officers for our fiscal year ended December 31, 2021.

    Name and
    Principal Position    		 Year  Salary
    ($)    		  Bonus
    ($)    		  Stock
    Awards
    ($)(1)    		  All Other
    Compensation
    ($)(2)    		  Total
    ($)    		 
    Sharmistha Dubey  2021  $750,000  $3,500,000  $21,137,675  $10,000  $25,397,675 
    Chief Executive Officer  2020  $729,508  $3,500,000  $9,465,624  $10,000  $13,705,132 
       2019  $625,000  $2,250,000  $2,999,961  $8,400  $5,883,361 
    Gary Swidler  2021  $675,000  $2,000,000  $12,682,669  $10,000  $15,367,669 
    Chief Operating Officer and  2020  $662,705  $2,000,000  $6,057,996  $10,000  $8,730,701 
    Chief Financial Officer  2019  $593,753  $1,800,000  $2,999,995  $8,400  $5,404,149 
    Jared F. Sine  2021  $500,000  $900,000  $15,583,744  $10,000  $16,993,744 
    Chf. Bus. Aff. & Leg. Off. (since Mar. ‘21)  2020  $400,000  $700,000  $2,499,960  $10,000  $3,609,960 
    Chief Legal Officer (until Mar. ‘21)  2019  $395,753  $600,000  $1,499,969  $8,400  $2,504,122 
    Philip Eigenmann  2021  $300,000  $240,000  $345,721  $10,000  $895,721 
    Chief Accounting Officer  2020  $300,000  $220,000  $320,581  $10,000  $850,581 

    (1)Reflects the aggregate grant date fair value of Match Group RSU and PSU awards, computed in accordance with FASB ASC Topic 718, Compensation – Stock Compensation, excluding the effect of estimated forfeitures. The grant date fair value of PSU awards is reflected based upon the probable outcome of the performance conditions associated with such PSU awards. The table below provides the grant date fair value of PSU awards granted to our named executive officers in 2021 assuming that the highest level of performance conditions will be achieved. Mr. Eigenmann did not receive a grant of PSU awards in 2021.

    Name Maximum Grant Date
    Fair Value of PSUs
    Granted in 2021 ($)    		 
    Sharmistha Dubey $23,941,152 
    Gary Swidler $14,364,788 
    Jared F. Sine $11,970,576 

    (2)Other compensation includes 401(k) matching contributions made by the Company for all named executive officers in all relevant periods.

    25

    Name and Principal Position
    		 Year Salary
    ($)    		 Bonus
    ($)    		 Stock
    Awards
    ($)(1)    		 Option
    Awards
    ($)(2)    		 All Other
    Compensation
    ($)(3)    		 Total
    ($)    		 

    Barry Diller

    		  2018 $500,000 $3,000,000  —  — $503,245 $4,003,245 

    Chairman and Senior

    		  2017 $500,000 $2,000,000  —  — $683,658 $3,183,658 

    Executive

    		  2016 $500,000 $2,000,000  —  — $1,184,234 $3,684,234 

    Joseph Levin

    		  2018 $1,000,000 $5,000,000  —  — $315,554 $6,315,554 

    Chief Executive Officer

    		  2017 $1,000,000 $4,000,000  — $7,662,000 $378,729 $13,040,729 

    		  2016 $1,000,000 $2,500,000 $4,037,000 $2,580,000 $358,980 $10,475,980 

    Glenn H. Schiffman(4)

    		  2018 $600,000 $3,500,000  — $4,315,200 $149,612 $8,564,812 

    Executive Vice President and

    		  2017 $600,000 $2,500,000  — $3,831,000 $46,059 $6,977,059 

    Chief Financial Officer

    		  2016 $420,000 $1,750,000  — $2,942,000 $225,586 $5,337,586 

    (since April 2016)

    		                      

    Mark Stein

    		  2018 $550,000 $2,000,000  —  — $8,250 $2,558,250 

    Executive Vice President and

    		  2017 $550,000 $1,500,000  — $3,831,000 $24,213 $5,905,213 

    Chief Strategy Officer

    		  2016 $550,000 $1,000,000  — $1,935,000 $7,950 $3,492,950 

    Gregg Winiarski

    		  2018 $500,000 $2,000,000  —  — $8,250 $2,508,250 

    Executive Vice

    		  2017 $500,000 $1,750,000  — $2,554,000 $8,100 $4,812,100 

    President and General

    		  2016 $500,000 $1,250,000  — $1,290,000 $7,950 $3,047,950 

    Counsel

    		                      

    (1)
    Reflects the dollar value of RSU awards, calculated by multiplying the closing price of IAC common stock on the grant date by the number of RSUs awarded.

    (2)
    Unless otherwise indicated, these amounts represent the grant date fair value of stock option awards using the Black-Scholes option pricing model. For details regarding the assumptions used to calculate these amounts in 2018, see footnote 3 to the

    Grants of Plan-Based Awards in 2018 table on page 29.


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    (3)
    Additional information regarding all other compensation amounts for each named executive in 2018 is as follows:
     
    		 Barry
    Diller    		 Joseph
    Levin    		 Glenn H.
    Schiffman    		 Mark
    Stein    		 Gregg
    Winiarski    		 

    Personal use of Company aircraft(a)

    		 $433,793 $282,257 $52,624  —  — 

    Taxable gift

    		  — $25,047  —  —  — 

    Relocation costs and related tax reimbursements(b)

    		  —  — $88,738  —  — 

    401(k) plan Company match

    		 $8,250 $8,250 $8,250 $8,250 $8,250 

    Miscellaneous(c)

    		 $61,202  —  —  —  — 
    ​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​​​ ​

    		 $503,245 $315,554 $149,612 $8,250 $8,250 
    ​​​ ​ ​​ ​​​ ​ ​​ ​ ​​ ​ ​
    ​​​​​​​​​​​​​​​​​
    ​​​ ​​​ ​ ​​ ​ ​​ ​ ​​ ​ ​
    (a)
    Pursuant to the Company's Airplane Travel Policy, Mr. Diller is required to travel by Company-owned or chartered aircraft for both business and personal purposes and Mr. Levin is encouraged to use Company aircraft (either Company-owned or aircraft in which IAC has purchased a fractional interest) for business and personal travel when doing so would serve the interests of the Company. See the discussion regarding airplane travel under Compensation Discussion and Analysis on page 25. Amounts in the table above for each named executive reflect incremental cost to the Company for personal use of Company-owned aircraft and/or aircraft in which IAC has purchased a fractional interest, as applicable. We calculate the incremental cost to the Company for personal use of both types of aircraft based on the average variable operating costs to the Company. In the case of Company-owned aircraft, variable operating costs include fuel, certain maintenance costs, navigation fees, on-board catering, landing fees, crew travel expenses and other miscellaneous variable costs. The total annual variable costs are divided by the annual number of miles the Company aircraft flew to derive an average variable cost per mile. This average variable cost per mile is then multiplied by the miles flown for personal use. Incremental costs do not include fixed costs that do not change based on usage, such as pilots' salaries, the purchase costs of Company-owned aircraft, insurance, scheduled maintenance and non-trip related hangar expenses. In the case of aircraft in which IAC has purchased a fractional interest, variable costs are calculated by multiplying the hours flown for personal use by the hourly flight and fuel charges, plus airport arrival and/or departure fees (if applicable), and do not include monthly management fees for such aircraft. In the event a named executive has family members or other guests accompany him on a business or personal trip, such travel (while it does not result in any incremental cost to the Company) results in the imputation of taxable income to the relevant named executive, the amount of which is calculated in accordance with applicable Internal Revenue Service rules.

    (b)
    Reflects $47,741 paid to or on behalf of Mr. Schiffman for certain costs related to the relocation of him and his family to the New York City metropolitan area in 2016 and $40,997 in related tax reimbursements on income imputed to Mr. Schiffman for these costs.

    (c)
    Represents the total amount of other benefits provided to Mr. Diller, none of which individually exceeded 10% of the total value of all perquisites and personal benefits. The total amount of other benefits provided reflects: (i) lease payments, parking, fuel, maintenance and other costs associated with Mr. Diller's personal use of two automobiles leased and maintained by IAC, (ii) an allocation (based on square footage) of costs for the use of IAC office space by certain individuals who work for Mr. Diller personally and (iii) an allocation (based on the number of personal computers and communication devices supported by IAC)

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      of costs relating to the use by such individuals of the Company's information technology technical support and certain communications equipment.

    (4)
    In addition to his role as Executive Vice President and Chief Financial Officer of IAC, Mr. Schiffman served as Chief Financial Officer of ANGI Homeservices Inc. from September 2017 to March 2019. For the fiscal year ended December 31, 2018 and the period commencing on September 29, 2017 through December 31, 2017, $641,334 and $240,625, respectively, of Mr. Schiffman's IAC compensation reflected above was allocated to ANGI Homeservices Inc. for his services as its Chief Financial Officer pursuant to a services agreement between us and ANGI Homeservices Inc.

    Grants of Plan-Based Awards in 2018
    2021

     

    The table below provides information regarding all IAC stock optionsthe Match Group RSU and PSU awards granted to our named executivesexecutive officers in 2018. No IAC2021. The grant date fair value of the RSU awards is calculated by multiplying the number of RSUs were granted to our named executives in 2018.

    Name
    		 Grant Date All Other
    Option Awards:
    Number of
    Securities
    Underlying
    Options (#)(1)    		 Exercise
    or Base
    Price of Option
    Awards
    ($/Sh)(2)    		 Grant Date
    Fair
    Value of
    Stock and
    Option Awards
    ($)(3)    		 

    Barry Diller

    		  —  —  —  — 

    Joseph Levin

    		  —  —  —  — 

    Glenn H. Schiffman

    		  3/2/18  80,000 $152.53 $4,315,200 

    Mark Stein

    		  —  —  —  — 

    Gregg Winiarski

    		  —  —  —  — 
    (1)
    Consists of: (i) 40,000 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 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, thatby the closing market 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, 2018, the performance condition described in (ii) above had been satisfied.

    (2)
    The exercise price is equal to the fair market value per share (as defined in the applicable stock and annual incentive plan) of IACMatch Group common stock on the grant date.

    (3)
    Reflects the The grant date fair value of stock optionthe PSU awards is calculated using a Monte Carlo simulation to reflect the Black-Scholes option pricing model. The Black-Scholes option pricing model incorporates various assumptions, including expected volatility (based on the historical volatility of IAC common stock), risk-free interest rates (based on U.S. Treasuries with terms comparable to thoseprobable outcome of the stock options), expected term (based on the historical exercise behavior of our employees) and dividend yield (based on IAC's historical dividend payments). The assumptions used to calculate the amount in the table above for the stock option awards granted to Mr. Schiffman were an expected volatility rate of 27.30%, a risk-free interest rate of 2.733%, an expected term of 6.23 years and no dividend yield.
    performance conditions associated with such PSU awards.

        Estimated Future Payouts  All Other    
        Under Equity Incentive  Stock    
        Plan Award  Awards:    
           Number of  Grant Date 
           Shares  Fair Value 
    Name Grant
    Date    		 Target
    (#)    		  Maximum
    (#)    		  of Stock or
    Units (#)    		  of Stock
    Awards ($)    		 
    Sharmistha Dubey 2/19/21(1)  —   —   33,055  $5,320,202 
      2/19/21(2)  99,166   148,749   —  $15,817,473 
    Gary Swidler 2/19/21(3)  —   —   19,833  $3,192,121 
      2/19/21(2)  59,500   89,250   —  $9,490,548 
    Jared F. Sine 2/19/21(1)  —   —   16,527  $2,660,021 
      2/19/21(2)  49,583   74,374   —  $7,908,737 
       3/2/21(4)  —   —   32,883  $5,014,986 
    Philip Eigenmann 2/19/21(5)  —   —   2,148  $345,721 

    (1)Represents RSUs that vested or will vest in three equal installments on each of February 19, 2022, 2023 and 2024, subject to continued service.

    (2)Represents PSUs that vest in two equal installments on each of February 19, 2024 and 2025, subject to continued service and the achievement of certain performance conditions. See the discussion under Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentives above for additional information regarding the performance conditions associated with these PSUs. The PSUs do not contain a threshold or minimum performance target.

    (3)Represents RSUs that vest in two equal installments on each of February 19, 2023 and 2024, subject to continued service.

    (4)Represents RSUs that vest in full on March 2, 2024, subject to continued service. The vesting of these RSUs may be accelerated if (i) Mr. Sine terminates his employment for any reason at any time after March 2, 2023 and (ii) on or before the date of termination, the Board approves a non-interim successor of Mr. Sine.

    (5)Represents RSUs that vested or will vest in four equal installments on each of February 19, 2022, 2023, 2024 and 2025, subject to continued service.


    Table of Contents

    Outstanding Equity Awards at 20182021 Fiscal Year-End

     

    The table below provides information regarding (i) Match Group stock options, RSUs and PSUs, (ii) IAC stock options and (iii) certain other equity awards, as applicable, held by our named executivesexecutive officers on December 31, 2018.2021. The market value of allMatch Group RSU and PSU awards is based on the closing market price of IACMatch Group common stock ($132.25) on December 31, 2018 ($183.04).2021.

      Option Awards  Stock Awards 
    Name Number of
    Securities
    Underlying
    Unexercised
    Options
    (#)
    Exercisable    		  Option
    Exercise
    Price
    ($)    		  Option
    Expiration
    Date    		  Number of
    Shares or
    Units of
    Stock
    That Have
    Not Vested
    (#)(1)    		  Market Value
    of Shares or
    Units of Stock
    That Have
    Not Vested
    ($)(1)    		  Equity Incentive
    Plan Awards:
    Number of
    Unearned
    Shares, Units or
    Other Rights
    That Have Not
    Vested (#)    		  Equity Incentive
    Plan Awards:
    Market or
    Payout Value of
    Unearned
    Shares, Units or
    Other Rights
    That Have Not
    Vested ($)    		 
    Sharmistha Dubey                            
    Match Group stock options  47,517  $16.4813   2/9/27   —   —   —   — 
    Match Grp stock options(2)  10,792  $20.9839   12/1/26   —   —   —   — 
    Match Group RSUs  —   —   —   288,657  $38,174,888   —   — 
    Match Group PSUs(3)  —   —   —   —   —   99,166  $13,114,704 
    IAC stock options(4)  5,000  $19.9285   12/1/26   —   —   —   — 
    Vimeo stock options(5)  8,117  $4.1083   12/1/26   —   —   —   — 
    Gary Swidler                            
    Match Group stock options  30,857  $14.2162   9/17/25   —   —   —   — 
    Match Group stock options  102,559  $16.4813   2/9/27   —   —   —   — 
    Match Group stock options  108,608  $37.7136   2/22/28   —   —   —   — 
    Match Grp stock options(2)  10,792  $20.9839   12/1/26   —   —   —   — 
    Match Group RSUs  —   —   —   128,313  $16,969,394   —   — 
    Match Group PSUs(3)  —   —   —   —   —   59,500  $7,868,875 
    Jared F. Sine                            
    Match Group stock options  27,152  $16.4814   2/9/27   —   —   —   — 
    Match Group RSUs  —   —   —   109,936  $14,539,036   —   — 
    Match Group PSUs(3)  —   —   —   —   —   49,583  $6,557,352 
    Philip Eigenmann                            
    Match Group stock options  11,133  $16.4819   2/9/27   —   —   —   — 
    Match Group stock options  10,861  $24.7680   11/7/27   —   —   —   — 
    Match Group RSUs  —   —   —   10,324  $1,365,349   —   — 

     
    		 Option Awards Stock Awards(1) 
    Name
    		 Number of
    securities
    underlying
    unexercised
    options
    (#)    		 Number of
    securities
    underlying
    unexercised
    options
    (#)    		 Option
    exercise
    price
    ($)    		 Option
    expiration
    date    		 Number of
    shares or
    units of stock
    that have not
    vested
    (#)    		 Market value
    of shares or
    units of stock
    that have not
    vested
    ($)    		 
     
    		 (Exercisable)
    		 (Unexercisable)
    		  
    		  
    		  
    		  
    		 

    Barry Diller

    		  300,000  — $31.89  4/20/21  —  — 

    		  375,000(2) 125,000(2)$67.45  3/29/25  —  — 

    		  375,000(2) 125,000(2)$84.31  3/29/25  —  — 

    Joseph Levin

    		  100,000  — $60.00  2/2/22  —  — 

    		  112,500  — $45.78  2/2/22  —  — 

    		  100,000  — $66.30  8/1/24  —  — 

    		  300,000(3) 100,000(3)$77.26  6/24/25  —  — 

    		  100,000(2) 100,000(2)$40.37  2/10/26  —  — 

    		  75,000(2) 225,000(2)$76.00  2/14/27  —  — 

    		  —  —  —  —  120,834 $22,117,455 

    Glenn H. Schiffman

    		  95,000(2) 100,000(2)$45.78  4/7/26  —  — 

    		  37,500(2) 112,500(2)$76.00  2/14/27  —  — 

    		  —  80,000(4)$152.53  3/2/28  —  — 

    Mark Stein

    		  100,000  — $60.00  2/2/22  —  — 

    		  150,000(5) 50,000(5)$70.88  9/17/25  —  — 

    		  75,000(2) 75,000(2)$40.37  2/10/26  —  — 

    		  37,500(2) 112,500(2)$76.00  2/14/27  —  — 

    		  —  —  —  —  12,500 $2,288,000 

    Gregg Winiarski

    		  175,000  — $45.78  2/2/22  —  — 

    		  44,005  — $47.06  5/3/23  —  — 

    		  125,000  — $71.55  3/28/24  —  — 

    		  75,000(2) 25,000(2)$61.68  2/11/25  —  — 

    		  50,000(2) 50,000(2)$40.37  2/10/26  —  — 

    		  25,000(2) 75,000(2)$76.00  2/14/27  —  — 
    (1)
    The table below provides the following information regarding RSUs held by each of our named executives on December 31, 2018: (i) the grant date of each award, (ii) the number of RSUs outstanding on December 31, 2018, (iii) the market value of RSUs outstanding on December 31, 2018 and (iv) the vesting schedule for each award.

    (1)The table below provides the following information regarding Match Group RSUs held by each of our named executive officers on December 31, 2021: (i) the grant date of each award, (ii) the number of RSUs outstanding on December 31, 2021, (iii) the market value of RSUs outstanding on December 31, 2021 and (iv) the vesting schedule for each award.

      Number of  Market Value of             
      Unvested RSUs  Unvested RSUs as of             
      as of 12/31/21  12/31/21  Vesting Schedule (#) 
    Name and Grant Date (#)  ($)  2022  2023  2024  2025 
    Sharmistha Dubey                        
    8/6/18  113,103  $14,957,872   113,103   —   —   — 
    5/13/19  14,930  $1,974,493   14,930   —   —   — 
    2/18/20  127,569  $16,871,000   63,783   63,786   —   — 
    2/19/21  33,055  $4,371,524   11,019   11,018   11,018   — 
    Gary Swidler                        
    2/14/19  26,836  $3,549,061   26,836   —   —   — 
    2/18/20  81,644  $10,797,419   40,822   40,822   —   — 
    2/19/21  19,833  $2,622,914   —   9,917   9,916   — 
    Jared F. Sine                        
    2/14/19  26,834  $3,548,797   26,834   —   —   — 
    2/18/20  33,692  $4,455,767   11,229   22,463   —   — 
    2/19/21  16,527  $2,185,696   5,509   5,509   5,509   — 
    3/2/21  32,883  $4,348,777   —   —   32,883   — 
    Philip Eigenmann                        
    2/14/19  4,471  $591,290   4,471   —   —   — 
    2/18/20  3,705  $489,986   1,853   1,852   —   — 
    2/19/21  2,148  $284,073   537   537   537   537 


    (2)These Match Group stock options were issued in respect of Former IAC stock options in connection with the Separation (discussed below under Relationships Involving Significant Stockholders — The Separation of Match Group and IAC).

    (3)These PSUs were granted on February 19, 2021 and vest in two equal installments on each of February 19, 2024 and 2025, subject to continued service and the achievement of certain performance conditions. See the discussion under Compensation Discussion and Analysis—Compensation Elements—Long-Term Incentives above for additional information regarding the performance conditions associated with these PSUs. The number of PSUs outstanding on December 31, 2021 reflects the number of PSUs that would be earned if the target level of performance is achieved. These PSUs do not contain a threshold or minimum performance target.

    (4)These IAC stock options were issued in respect of Former IAC stock options in connection with the Separation. The Former IAC stock options were granted to Former Match Group (defined below under Relationships Involving Significant Stockholders — The Separation of Match Group and IAC) executives by the Former IAC Compensation and Human Resources Committee in December 2016 in respect of services they provided to Match Group.

    (5)These stock options of Vimeo, Inc. were issued in respect of the IAC stock options described in footnote (4) above in connection with the spin-off by IAC of its Vimeo business in 2021.

    Table of Contents

    Name and Grant Date
    		 Number of
    Unvested
    RSUs as
    of 12/31/18
    (#)    		 Market
    Value of
    Unvested
    RSUs as
    of 12/31/18
    ($)    		 RSUs
    Vesting in
    2019 (#)    		 

    Barry Diller

    		  —  —  — 

    Joseph Levin

    		          

    7/29/14

    		  87,500 $16,016,000  87,500 

    2/10/16

    		  33,334 $6,101,455  33,334 

    Glenn H. Schiffman

    		  —  —  — 

    Mark Stein

    		          

    9/17/15

    		  12,500 $2,288,000  12,500 

    Gregg Winiarski

    		  —  —  — 
    (2)
    These stock options vested/vest in four equal installments on the anniversary of the applicable grant date, subject to continued service.

    (3)
    Consists of: (i) 200,000 stock options that vested/vest in four equal installments on the anniversary of the grant date, subject to continued service (150,000 of which were vested on December 31, 2018), and (ii) 200,000 performance stock options that vested/vest in four equal installments on the anniversary of the grant date, subject to continued service, and become exercisable if the closing price per share of IAC common stock equals or exceeds $115.89 during any twenty consecutive trading days during the period in which the stock options are outstanding. As of December 31, 2018, the performance condition described in (ii) above had been satisfied and 150,000 performance stock options were vested and exercisable.

    (4)
    Consists of: (i) 40,000 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 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, 2018, the performance condition described in (ii) above had been satisfied.

    (5)
    Consists of: (i) 100,000 stock options that vested/vest in four equal installments on the anniversary of the grant date, subject to continued service (75,000 of which were vested as of December 31, 2018), and (ii) 100,000 performance stock options that vested/vest in four equal installments on the anniversary of the grant date, subject to continued service, and become exercisable if the closing price per share of IAC common stock equals or exceeds $106.32 during any twenty consecutive trading days during the period in which the stock options are outstanding. As of December 31, 2018, the performance condition described in (ii) above had been satisfied and 75,000 performance stock options were vested and exercisable.

    Table of Contents

    2018 Option Exercises and Stock Vested

     

    The table below provides information regarding the number of shares acquired by our named executivesexecutive officers upon the exercise of IACMatch Group stock options and the vesting of IAC RSU awardsMatch Group RSUs in 20182021, and the related value realized, excluding the effect of any applicable taxes. The dollar value realized upon the exercise of stock options represents the difference between the sale price of the shares acquired upon exercise and the exercise price of the stock options, multiplied by the number of stock options exercised. The dollar value realized upon the vesting of RSUs represents the closing price of IAC common stock on the vesting date, multiplied by the number of RSUs vesting.realized.

      

    Option Awards 

    		  

    Stock Awards 

    		 
    Name Number of
    Shares
    Acquired on
    Exercise
    (#)    		  Value
    Realized
    on
    Exercise
    ($)    		  Number of
    Shares
    Acquired on
    Vesting
    (#)    		  Value
    Realized
    on
    Vesting
    ($)(1)    		 
    Sharmistha Dubey  —   —   120,990  $19,184,782 
    Gary Swidler  —   —   26,834  $4,549,168 
    Jared F. Sine  —   —   26,515  $4,267,589 
    Philip Eigenmann  10,861  $1,319,003   473  $76,271 

    Name
    		 Number of
    Shares
    Acquired
    Upon Exercise
    (#)    		 Value
    Realized
    Upon Exercise
    ($)    		 Number of
    Shares
    Acquired
    Upon Vesting
    (#)    		 Value
    Realized
    Upon Vesting
    ($)    		 

    Barry Diller

    		  —  —  —  — 

    Joseph Levin

    		  —  —  —  — 

    Glenn H. Schiffman

    		  5,000 $785,750  —  — 

    Mark Stein

    		  —  —  12,500 $2,746,875 

    Gregg Winiarski

    		  —  —  —  — 

    (1)Consistent with the Company’s policy for determining taxable compensation upon the vesting of RSUs, the value realized on vesting of RSUs is calculated by multiplying the number of shares acquired on vesting by the closing market price of the Company’s common stock on the last market date immediately preceding the vesting date.

    Estimated Potential Payments Upon Termination or Change in Control of IAC

      Overview

     

    Certain of our employment agreements, equity award agreements and/or omnibus stock and annual incentive plans entitle our named executivesexecutive officers to continued base salary payments, continued health coverage, the acceleration of the vesting of IAC equity awards, and/or extended post-termination exercise periods for IAC stock options upon certain terminations of employment (including certain terminations during specified periods following a change in control of IAC)Match Group).

     Certain amounts that would have become payable to our named executives upon the events described above (as and if applicable), assuming that the relevant event occurred on December 31, 2018, are described and quantified in the table below. These amounts, which exclude the effect of any applicable taxes, are based on the named executive's base salary, the number of IAC stock options and/or RSUs outstanding on December 31, 2018 and the closing price of IAC common stock ($183.04) on December 31, 2018. In addition to these amounts, certain other amounts and benefits generally payable and made available to other Company employees upon a termination of employment, including payments for accrued vacation time and outplacement services, will generally be payable/provided to named executives.


      Amounts and Benefits Payable Upon a Qualifying Termination

     Mr. Diller. No payments would have been made to Mr. Diller pursuant to any agreement between him and the Company upon a termination without cause or due to death or disability or a resignation for good reason on December 31, 2018.

    Mr. Levin.Upon a termination of the named executive officer’s employment by the Company without cause (and other(other than by reason of death or disability) or the named executive officer’s resignation for good reason (a "Qualifying Termination"“Qualifying Termination”) onas of December 31, 2018,2021, pursuant to the terms of hissuch named executive officer’s employment agreement Mr. Levin would have been entitled to:

      •
      receive base salary throughin effect at the later of: (i) the end of the term of his employment agreement, which expires on November 21, 2020,time, and (ii) twelve months from the date of such Qualifying Termination (the longer of (i) and (ii), the "Severance Period"), subject to the execution and non-revocation of a release and compliance with customary post-termination covenants as further described below, each of Ms. Dubey and Messrs. Swidler and Sine is entitled to:

      salary continuation for 12 months from the date of such Qualifying Termination, subject to offset for any amounts earned from other employment, during the Severance Period;

      •
      thepayable in biweekly installments;

    accelerated vesting of allthe portion of any outstanding and unvested IACMatch Group equity awards granted prior to November 21, 2017 (the "Existing Awards") that would have vested through the first anniversary of the date of such Qualifying Termination, provided that any equity awards that are subject to outstanding unsatisfied performance conditions shall vest only to the extent such performance conditions are satisfied as of the date of termination; and

    continued coverage under the Company’s group health plan or monthly payments necessary to cover the full premiums for continued coverage under the Company’s plan through COBRA, which payments will be grossed up for applicable taxes, for up to 12 months following the date of such Qualifying Termination (but ceasing once equivalent employer-paid coverage is otherwise vestedavailable to the named executive officer).

    Pursuant to their respective employment agreements in effect on December 31, 2021, each of Ms. Dubey and Messrs. Swidler and Sine is bound by covenants not to compete with Match Group and not to solicit Match Group’s employees or business partners during the Severance Period;


      Tableterm of Contents

        •
        the partial vestingexecutive’s employment, and for 24 months thereafter in the case of outstandingMs. Dubey, and unvested IAC equity awards (including12 months thereafter in the case of Messrs. Swidler and Sine. Each of Ms. Dubey and Messrs. Swidler and Sine has also agreed not to use or disclose any cliff vesting awards, which shallconfidential information of Match Group or its affiliates and to be pro-rated as though such awards had an annual vesting schedule) granted after November 21, 2017 (the "Future Awards") in amounts equalbound by customary covenants relating to proprietary rights and the number that would have otherwise vested in accordance with the termsrelated assignment of such awards during the twelve-month period following such Qualifying Termination; and

        •
        continue to have the ability to exercise his vested stock options (including any stock options that vested pursuant to the acceleration rights described above) through June 30, 2020.

              For Mr. Levin, "good reason" means: (i) a material reduction in his title, duties or level of responsibilities, (ii) a material reduction in his base salary, (iii) the relocation of his principal place of employment outside of New York, New York, (iv) the failure of IAC to nominate him to stand for election to IAC's Board of Directors or his removal from IAC's Board of Directors (other than by reason of death, disability or a voluntary termination), (v) him ceasing to report to IAC's Chairman and Senior Executive and (vi) any other action or inaction that constitutes a material breach by IAC of his employment agreement, in each case, without the written consent of Mr. Levin or that is not cured promptly after notice.rights.

       In addition, upon

      Amounts and Benefits Payable Upon a Termination Due to Death or Disability

      Upon a termination of Mr. Levin's employment due to his death or disability, pursuant to their respective employment agreements in effect on December 31, 2018, pursuant to the terms2021, each of his employment agreement: (i) hisMs. Dubey and Messrs. Swidler and Sine (or their designated beneficiary would have beenbeneficiaries) will be entitled to receive hispayment in a lump sum of base salary through the end of the month in which such termination occurs. Additionally, upon a termination due to death, the portion of his death, and (ii) his estate would have been entitled to: (A) the partial vesting ofany outstanding and unvested Existing and Future Awards in amounts equal to the numberMatch Group equity awards that would have otherwise vested through the first anniversary of the date of such termination will vest, provided that any equity awards that are subject to outstanding unsatisfied performance conditions shall vest only to the extent such performance conditions are satisfied as of the date of termination.

      Amounts and Benefits Payable Upon a Qualifying Termination Following a Change in Control

      There are no arrangements with the named executive officers that provide for payments solely upon a change in control of Match Group. Upon a Qualifying Termination that occurs during the two-year period following a change in control of Match Group, in accordance with the terms2015 Plan, the 2017 Plan and the 2020 Plan, the vesting of all then outstanding and unvested Match Group equity awards which were also outstanding as of the date of such awards during the twelve month period following his death, and (B) continue to have the ability to exercise his vested stock options (including any stock options that vestedchange in control held by each named executive officer is accelerated. In addition, pursuant to their respective employment agreements, each of Ms. Dubey and Messrs. Swidler and Sine is entitled to receive the acceleration rights described above) through June 30, 2020.

      Mr. Schiffman.amounts set forth above under “Amounts and Benefits Payable Upon a Qualifying Termination.”

      Additional Amounts and Other Amounts and Benefits Payable to Chief Executive Officer Upon Termination on December 31, 2018, pursuant

      Pursuant to the terms of hisMs. Dubey’s employment agreement Mr. Schiffmanin effect on December 31, 2021, if Ms. Dubey elects to terminate her employment other than for good reason, and she has not engaged in conduct that would have been entitled to:

        •
        receive twelve months of his base salary,constitute cause, and subject to the execution and non-revocation of a release and compliance with customarythe post-termination covenants and subject to offset for any amounts earned from other employment during the period in which he continues to receive his base salary;

        •
        the vesting of all outstanding and unvested stock options granted to him in 2016;

        •
        the partial vesting of outstanding and unvested stock options and/or RSUs granted after 2016 (including any cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the twelve-month period following such Qualifying Termination; and

        •
        continue to have the ability to exercise his vested stock options (including any stock options that vested pursuant to the acceleration rights described above) through June 30, 2020.

              For Mr. Schiffman, "good reason" means: (i) a material diminution in the authorities, duties or responsibilities of the person to whom Mr. Schiffman is required to report (IAC's Chief Executive Officer), (ii) a material reduction in his title, duties or level of responsibilities, including any circumstancesabove under which IAC is no longer publicly traded and is controlled by another company, (iii) a material reduction in his base salary, (iv) a relocation of his principal place of employment outside of the New York City metropolitan area, and (v) any other action or inaction that constitutes a material breach by IAC of his employment agreement, in each case, without the written consent of Mr. Schiffman or that is not cured promptly after notice.


      Table of Contents

      Messrs. Stein and Winiarski. Upon a Qualifying Termination on December 31, 2018, pursuant to the terms of their respective employment agreements, each of Messrs. Stein and Winiarski would have been entitled to:

        •
        receive twelve months of his base 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 he continues to receive his base salary;

        •
        the partial vesting of outstanding and unvested stock options and RSUs (including any cliff vesting awards, which shall be pro-rated as though such awards had an annual vesting schedule) in amounts equal to the number that would have otherwise vested in accordance with the terms of such awards during the twelve-month period following such Qualifying Termination; and

        •
        continue to have the ability to exercise his vested stock options (including any stock options that vested pursuant to the acceleration rights described above) through June 30, 2020.

              For each of Messrs. Stein and Winiarski, "good reason" means: (i) a material adverse change in his title, duties or level of responsibilities, (ii) a material reduction in his base salary, (iii) a material relocation of his principal place of employment outside of the New York City metropolitan area, and (iv) a material adverse change in reporting structure such that he is no longer reporting to: (A) in the case of Mr. Stein, the Company's Chief Executive Officer (or if the Company does not have a Chief Executive Officer, to its Chairman and Senior Executive), and (B) in the case of Mr. Winiarski, a Company officer with a title of Executive Vice President or higher that reports to the Company's Chairman or Vice Chairman, in each case, without his written consent or that is not cured promptly after notice.

        Amounts“Amounts and Benefits Payable Upon a Change in ControlQualifying Termination,” she will be entitled to accelerated vesting of fifty percent of any then unvested portion of outstanding Match Group equity awards, provided that any equity awards that are subject to outstanding unsatisfied performance conditions shall vest only to the extent such performance conditions are satisfied as of the date of termination.


        Additional Amounts and Other Amounts and Benefits Payable to Chief Business Affairs and Legal Officer Upon Termination

       No payments would have been made

      Pursuant to the terms of Mr. Sine’s March 2021 RSU award, if (i) Mr. Sine terminates his employment for any reason at any time after March 2, 2023 and (ii) on or before the date of our named executives pursuant to any agreement between anyhis termination, the Board approves a non-interim successor of them and the Company upon a change in control of IAC on December 31, 2018. Upon a Qualifying Termination on December 31, 2018 that occurred during the two year period following a change in control of IAC, in accordance with the applicable omnibus stock and incentive plan(s) and related award agreements,Mr. Sine, the vesting of all thensuch RSUs will be accelerated on the date of his termination.

      Potential Payments Upon Termination or Change in Control Table

      The amounts that would become payable to our named executive officers upon the events described above, assuming a termination date of December 31, 2021, are described and quantified in the table below. These amounts, which, except for the gross-up relating to COBRA benefits, exclude the effect of any applicable taxes, are based on the named executive officer’s base salary, the number of Match Group equity awards outstanding, and unvested IAC stock options and/or RSUs, as applicable, held by each named executive would have been accelerated.

              In addition, under the Equity and Bonus Compensation Agreement, dated August 24, 1995, between the Company and Mr. Diller, we agreed that to the extent any payment or distribution by the Company to or for the benefit of Mr. Diller (whether under the terms of the related agreement or otherwise) would be subject to the excise tax imposed by §4999 of the Code, or any interest or penalties are incurred by Mr. Diller with respect to such excise tax, then Mr. Diller would be entitled to a gross-up payment covering the excise taxes and related interest and penalties. Given the payments Mr. Diller would have received upon an assumed change in control of IAC on December 31, 2018, the Company does not believe that any excise tax would be imposed or that any gross-up would be required.


      Table of Contents

      Name and Benefit
      		 Termination of
      Employment
      Without
      Cause or Resignation
      for Good Reason      		 Termination of
      Employment Without
      Cause or Resignation
      for Good Reason
      During the Two Year
      Period Following a
      Change in Control of IAC      		 

      Barry Diller

      		       

      Continued Salary

      		  —  — 

      Market Value of stock options that would vest(1)          

      		  — $26,790,000 

      Market Value of RSUs that would vest

      		  —  — 
      ​​​ ​ ​​ ​ ​

      Total Estimated Incremental Value

      		  — $26,790,000 
      ​​​ ​ ​​​ ​
      ​​​​​​​​
      ​​​ ​ ​​ ​​

      Joseph Levin

      		       

      Continued Salary

      		 $1,916,667 $1,916,667 

      Market Value of stock options that would vest(1)          

      		 $40,901,000(2)$48,929,000 

      Market Value of RSUs that would vest(3)

      		 $22,117,455(2)$22,117,455 
      ​​​ ​ ​​​ ​

      Total Estimated Incremental Value

      		 $64,935,122 $72,963,122 
      ​​​ ​ ​​ ​ ​
      ​​​​​​​​
      ​​​ ​​​ ​ ​

      Glenn H. Schiffman

      		       

      Continued Salary

      		 $600,000 $600,000 

      Market Value of stock options that would vest(1)          

      		 $17,740,000 $28,208,800 

      Market Value of RSUs that would vest

      		  —  — 
      ​​​ ​ ​​ ​ ​

      Total Estimated Incremental Value

      		 $18,340,000 $28,808,800 
      ​​​ ​​​ ​ ​
      ​​​​​​​​
      ​​​ ​ ​​​ ​

      Mark Stein

      		       

      Continued Salary

      		 $550,000 $550,000 

      Market Value of stock options that would vest(1)          

      		 $14,972,125 $28,350,250 

      Market Value of RSUs that would vest(3)

      		 $2,288,000 $2,288,000 
      ​​​ ​​​ ​ ​

      Total Estimated Incremental Value

      		 $17,810,125 $31,188,250 
      ​​​ ​ ​​ ​​
      ​​​​​​​​
      ​​​ ​ ​​ ​ ​

      Gregg Winiarski

      		       

      Continued Salary

      		 $500,000 $500,000 

      Market Value of stock options that would vest(1)          

      		 $9,276,750 $18,195,500 

      Market Value of RSUs that would vest

      		  —  — 
      ​​​ ​ ​​​ ​

      Total Estimated Incremental Value

      		 $9,776,750 $18,695,500 
      ​​​ ​ ​​ ​ ​
      ​​​​​​​​
      ​​​ ​​​ ​ ​
      (1)
      Represents the difference between the closing price of IACMatch Group common stock ($183.04)132.25), on December 31, 2018 and the exercise price(s) of all in-the-money stock options accelerated upon the occurrence of the relevant event specified above, multiplied by the number of stock options accelerated.

      (2)
      In the event of Mr. Levin's death on December 31, 2018, stock options and RSUs with a value of $25,739,500 and $22,117,455, respectively, would have vested in accordance with the terms of Mr. Levin's employment agreement.

      (3)
      Represents the closing price of IAC common stock ($183.04) on December 31, 2018, multiplied by the number of RSUs accelerated upon the occurrence of the relevant event specified above.
      2021.

      Name and Benefit Qualifying
      Termination      		  Qualifying
      Termination
      During the Two
      Year Period
      Following a
      Change in
      Control of
      Match Group      		  Termination by
      Named
      Executive
      Officer Other
      Than for Good
      Reason      		  Death/Disability 
      Sharmistha Dubey                
      Continued salary $750,000  $750,000   —   — 
      Continued health coverage(1) $67,228  $67,228   —   — 
      Market value of Match Group RSUs that would vest(2) $26,824,929  $38,174,888  $19,087,444  $26,824,929 
      Market value of Match Group PSUs that would vest(3)  —  $13,114,704   —   — 
      Total estimated incremental value $27,642,157  $52,106,820  $19,087,444  $26,824,929 
      Gary Swidler                
      Continued salary $675,000  $675,000   —   — 
      Continued health coverage(1) $78,799  $78,799   —   — 
      Market value of Match Group RSUs that would vest(2) $8,947,771  $16,969,394   —  $8,947,771 
      Market value of Match Group PSUs that would vest(3)  —  $7,868,875   —   — 
      Total estimated incremental value $9,701,570  $25,592,068   —  $8,947,771 
      Jared F. Sine                
      Continued salary $500,000  $500,000   —   — 
      Continued health coverage(1) $67,228  $67,228   —   — 
      Market value of Match Group RSUs that would vest(2) $5,762,397  $14,539,036   —  $5,762,397 
      Market value of Match Group PSUs that would vest(3)  —  $6,557,352   —   — 
      Total estimated incremental value $6,329,625  $21,663,616   —  $5,762,397 
      Philip Eigenmann                
      Market value of Match Group RSUs that would vest(2)  —  $1,365,349   —   — 
      Total estimated incremental value  —  $1,365,349   —   — 

      (1)Represents the total payments necessary to cover the full premiums for continued coverage under the Company’s medical and dental plans through COBRA for 12 months, grossed up for applicable taxes. For Ms. Dubey and Mr. Sine, the COBRA rates reflect the named executive officer’s coverage level elections as of December 31, 2021. Mr. Swidler had not elected to participate in Company healthcare coverage as of December 31, 2021, therefore the amount indicated represents the COBRA rates that would apply if he had elected the highest levels of coverage as of such date.

      (2)Represents the closing price of Match Group common stock ($132.25) on December 31, 2021, multiplied by the number of RSUs accelerated upon the occurrence of the relevant event.

      (3)Represents the closing price of Match Group common stock ($132.25) on December 31, 2021, multiplied by the number of PSUs accelerated upon the occurrence of the relevant event. The number of PSUs accelerated upon the occurrence of a Qualifying Termination that occurs during the two-year period following a change in control of Match Group is reflected as the number of PSUs that would be earned assuming the target level of performance is achieved. The number of PSUs accelerated upon the occurrence of a termination by Ms. Dubey other than for good reason is reflected as the number of PSUs that would be earned based on the actual level of performance as of December 31, 2021.


      Table of Contents

      CEO Pay Ratio Disclosure

       

      In accordance with Item 402(u) ofunder Regulation S-K of the Securities Act of 1933, as amended ("Item 402(u)"(the “Securities Act”), we are required to disclose the ratio of our median employee'semployee’s annual total compensation to the annual total compensation of our Chief Executive Officer, Joseph Levin (the "Pay 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 2018 that we reasonably believe would resultSharmistha Dubey. The pay ratio disclosure set forth below is a reasonable estimate calculated in a significant change to our Pay Ratio disclosure. Since there have been no significant changes in our 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 2019 Pay Ratio disclosure.manner consistent with applicable SEC rules.

       

      For the fiscal year ended December 31, 2018:2021: (i) the estimated median of the annual total compensation of all IACMatch Group employees (other than Mr. Levin)Ms. Dubey) was approximately $52,402,$106,881, (ii) Mr. Levin'sMs. Dubey’s annual total annual compensation, as reported under Executive Compensation—2021 Summary Compensation Table was $6,315,554,$25,397,675, and (iii) the ratio of annual total compensation of Mr. LevinMs. Dubey to the median of the annual total compensation of our other employees was 121238 to one. We determined our median employee's total annual compensation in the same manner as we determined the total annual compensation for our Chief Executive Officer (see the Summary Compensation Table on page 27).1.

       As discussed above, we are using the median employee identified in our 2018 Proxy Statement to determine our Pay Ratio disclosure.

      In making our determination of the median employee in our 2018 Proxy Statement,determinations above, we first identified our total number of employees as of October 1, 2017 (6,795December 31, 2021 (2,562 in total, 5,3621,322 of which were located in the United States and 1,4331,240 of which were collectively located in various jurisdictions outside of the United States). We then excluded employees located in the following jurisdictions outside of the United States, which together representedcomprise less than 5% of our total number of employees: Belarus (171 employees), Belgium (38Australia (3 employees), China (1 employee), Germany (13 employees), India (11 employees), Indonesia (2 employees), IcelandIreland (17 employees), Italy (1 employee), Italy (3 employees), Japan (113Singapore (13 employees), Spain (2 employees), Sweden (1 employee), Switzerland (2 employees), Thailand (1 employee), Turkey (2 employees), the United Kingdom (19 employees) and Sweden (3 employees)Vietnam (1 employee). After excluding employees in these jurisdictions, our pay ratio calculation included 6,4632,473 of our total 6,7952,562 employees.

       

      To identify theour median employee from this employee population, as permitted by SEC rules, we selected base pay in 2021 as our consistently applied compensation measure, which we then compared the amount of annual total compensation paid to these employees for the relevant period in 2017 in a consistent manner across the applicable employee population. For this purpose, annual total compensation is total income, excluding income related to stock-based compensation awards, paid to such employees and reported to the Internal Revenue Service in the United States (and equivalent amounts paid to such employees located outside of the United States and reported to the relevant tax authorities). We annualized the compensation of permanent employees who were hired in 20172021 but did not work for us for the entire period.

              The 2019 Pay Ratio disclosure set forth above is a reasonable estimate calculated in a manner consistent with applicable SEC rules, based on the methodologies and assumptions described above. SEC rules for identifyingyear. After we identified the median employee, and determiningwe determined such employee’s annual total compensation in the related pay ratio permit companiessame manner as we determined Ms. Dubey’s annual total compensation disclosed under Executive Compensation—2021 Summary Compensation Table.

      Equity Compensation Plan Information

      Securities Authorized for Issuance Under Equity Compensation Plans.The following table summarizes information, as of December 31, 2021, regarding Match Group equity compensation plans pursuant to use a wide rangewhich grants of methodologies, estimates and assumptions. As a result, the pay ratios reported byMatch Group equity awards or other companiesrights to acquire shares of Match Group common stock may be based on other permitted methodologies and/or assumptions, and as a result, are likely not comparablemade from time to our 2019 Pay Ratio.time.

      Plan Category Number of Securities
      to be Issued upon
      Exercise of
      Outstanding
      Options, Warrants
      and Rights
      (A)      		  Weighted-Average
      Exercise Price of
      Outstanding
      Options,
      Warrants and
      Rights
      (B)      		  Number of Securities
      Remaining Available
      for Future Issuance
      Under Equity
      Compensation Plans
      (Excluding
      Securities
      Reflected
      in Column (A))
      (C)      		 
      Equity compensation plans approved by security holders(1)  8,891,731(2) $20.58(3)  35,015,393(4)
      Equity compensation plans not approved by security holders  —   —   — 
      Total  8,891,731(2) $20.58(3)  35,015,393(4)

      (1)Consists of the 2015 Plan, the 2017 Plan, the 2020 Plan and the Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the “ESPP”).

      (2)Includes an aggregate of: (i) up to 4,429,609 shares issuable upon the vesting of Match Group RSUs and PSUs and reflects the maximum number of PSUs that would vest if the highest level of performance conditions is achieved, (ii) 4,460,678 shares issuable upon the exercise of outstanding Match Group stock options and (iii) 1,444 shares issuable pursuant to deferred share units accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors, in each case, as of December 31, 2021.

      (3)Excludes RSUs, PSUs and deferred share units as no exercise price is associated with such grants.

      (4)Includes 2,966,605 shares remaining available for issuance under the ESPP and an aggregate of 32,048,788 shares remaining available for issuance under the 2015 and 2017 Plans, assuming the maximum number of PSUs that would vest if the highest level of performance conditions is achieved, in each case, as of December 31, 2021. Shares issued pursuant to deferred share units are issued under the 2017 Plan. The number of shares subject to outstanding purchase rights under the ESPP is indeterminable as of December 31, 2021 as the purchase price and corresponding number of shares to be purchased is unknown until the end of each purchase period.


      Table of Contents


      DIRECTOR COMPENSATION

       

      Non-Employee Director Compensation Arrangements. The NominatingCompensation and Human Resources Committee of the Board has primary responsibility for establishing non-employee director compensation arrangements, which have been designed to provide competitivearrangements. In setting director compensation, necessary to attractthe Compensation and retain high quality non-employee directors and to encourage ownership of IAC common stock to further alignHuman Resources Committee is guided by the interests of our non-employee directors with those of our stockholders. following principles:

      ·compensation should fairly pay directors for work required consistent with a company of Match Group’s size and scope;

      ·compensation should align directors’ interests with the long-term interests of stockholders; and

      ·the structure of the compensation program should be simple and transparent.

      Arrangements in effect during 20182021 provided that: (i) each non-employee directormember of the Board receive an annual retainer fee in the amount of $50,000, (ii) the Chairperson of the Board receive an additional annual retainer fee in the amount of $80,000, (iii) each member of the Audit, and Compensation and Human Resources, and (effective as of October 1, 2021) the Nominating and Corporate Governance Committees (including their respective Chairpersons) receive an additional annual retainer fee in the amount of $10,000, $5,000 and $5,000, respectively, and (iii)(iv) the Chairpersons of each of the Audit, and Compensation and Human Resources, and (effective as of October 1, 2021) Nominating and Corporate Governance Committees receive an additional annual Chairperson retainer fee in the amount of $20,000, $20,000 and $15,000, respectively, with all amounts being paid quarterly, in arrears.

       

      In addition, these arrangements also provided that each non-employee director receive a grantan award of IACMatch Group RSUs with a dollar value of $250,000 (based on the closing price of Match Group’s common stock on the grant date) upon his or hertheir initial election or appointment to the Board and annually thereafter upon re-election on the date of IAC'sMatch Group’s annual meeting of stockholders the(unless such non-employee director does not serve as a director of Match Group following such annual meeting of stockholders). The terms of whichthese RSU awards provide for: (i) vesting in three equal annual installments commencing on the first anniversary of the grant date, (ii) cancellation and forfeiture of unvested RSUs in their entirety upon termination of service for IACto Match Group and its affiliatessubsidiaries and (iii) full acceleration of the vesting of RSUs upon a change in control of IAC. The CompanyMatch Group (“Director RSU Award”). Match Group also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at IAC Board and Board committee meetings.

       

      Deferred Compensation Plan for Non-Employee Directors. Under IAC'sMatch Group’s Non-Employee Director Deferred Compensation Plan, for Non-Employee Directors, non-employee directors may defer all or a portion of their Board and Board committee retainer fees. Eligible directors who defer all or any portion of these fees can elect to have such deferred fees applied to the purchase of share units, representing the number of shares of IACMatch Group common stock that could have been purchased on the relevant date, or credited to a cash fund. If any dividends are paid on IACMatch Group common stock, dividend equivalents will be credited on the share units. The cash fund will be credited with deemed interest at an annual rate equal to the weighted average prime lending rate of JPMorgan Chase & Co.Bank. After a director ceases to be a member ofleaves the Board, he or shethey will receive: (i) with respect to share units, the number of shares of IACMatch Group common stock represented by such share units, and (ii) with respect to the cash fund, a cash payment in an amount equal to deferred amounts, plus accrued interest. These payments are generally made in one lump sum installment afteror up to five installments, as previously elected by the relevanteligible director leavesat the Boardtime of the related deferral election, and otherwise in accordance with the plan.


      Table of Contents

      20182021 Non-Employee Director Compensation. The table below provides the amount of: (i) fees earned by non-employee directors for services performed during 20182021 (excluding the effect of any applicable taxes) and (ii) the grant date fair value of Director RSU awardsAwards granted in 2018.

       
      		 Fees Earned  
      		  
      		 
      Name
      		 Fees Paid
      in Cash
      ($)      		 Fees
      Deferred
      ($)(1)      		 Stock
      Awards ($)(2)(3)      		 Total($)(4) 

      Edgar Bronfman, Jr. 

      		  — $50,000 $249,957 $299,957 

      Chelsea Clinton

      		  — $50,000 $249,957 $299,957 

      Michael D. Eisner

      		 $50,000  — $249,957 $299,957 

      Bonnie S. Hammer

      		 $75,000  — $249,957 $324,957 

      Bryan Lourd

      		  — $60,000 $249,957 $309,957 

      David Rosenblatt

      		 $55,000  — $249,957 $304,957 

      Alan G. Spoon

      		 $80,000  — $249,957 $329,957 

      Alexander von Furstenberg

      		 $50,000  — $249,957 $299,957 

      Richard F. Zannino

      		 $60,000  — $249,957 $309,957 
      (1)
      Represents the dollar value of fees deferred in the form of share units by the relevant director under IAC's Deferred Compensation Plan for Non-Employee Directors.

      (2)
      Reflects the grant date fair value of RSU awards, calculated by multiplying the closing price of IAC common stock on the grant date by the number of RSUs awarded.

      (3)
      Each of Messrs. Bronfman, Eisner, Lourd, Rosenblatt, Spoon, von Furstenberg and Zannino and Mses. Clinton and Hammer had a total of 4,503 RSUs outstanding at December 31, 2018.

      (4)
      The differences in the amounts shown above among directors reflect, as applicable, committee service (or lack thereof), which varies among directors.

      2018 Employee Director Compensation. Compensation earned for services performed by one of our employee directors in 2018 is as follows:

      Name
      		 Year Salary
      ($)      		 Bonus
      ($)      		 Stock
      Awards
      ($)(1)(2)      		 All Other
      Compensation
      ($)(3)      		 Total
      ($)      		 

      Victor A. Kaufman

      		  2018 $100,000 $100,000 $349,904 $14,317 $564,221 
      (1)
      Reflects the grant date fair value of RSU awards, calculated by multiplying the closing price of IAC common stock on the grant date by the number of RSUs awarded.

      (2)
      Mr. Kaufman has a total of 8,256 RSUs outstanding at December 31, 2018.

      (3)
      $11,317 of this compensation relates to a parking garage paid for by IAC and $3,000 of this compensation relates to Mr. Kaufman's 401(k) plan Company match.

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      Equity Compensation Plan Information
      2021.

       Securities Authorized for Issuance Under Equity Compensation Plans. The following table summarizes information, as of December 31, 2018, regarding IAC equity compensation plans pursuant to which grants of IAC stock options, IAC RSUs or other rights to acquire shares of IAC common stock may be made from time to time.

           Fees Earned       
      Name Fees Paid
      in Cash($)      		  Fees
      Deferred($)(1)      		  Stock
      Awards($)(2)      		  Total($) 
      Stephen Bailey $60,000   —  $249,949  $309,949 
      Melissa Brenner $55,000   —  $249,949  $304,949 
      Joseph Levin  —  $83,187  $249,949  $333,136 
      Ann L. McDaniel $76,250   —  $249,949  $326,199 
      Thomas J. McInerney $106,813   —  $249,949  $356,762 
      Wendi Murdoch $27,500  $27,500  $249,949  $304,949 
      Ryan Reynolds  —  $50,000  $249,949  $299,949 
      Glenn H. Schiffman  —  $50,000  $249,949  $299,949 
      Pamela S. Seymon $55,000   —  $249,949  $304,949 
      Alan G. Spoon $81,250   —  $249,949  $331,199 

      Plan Category
      		 Number of Securities
      to be Issued upon
      Exercise of
      Outstanding Options,
      Warrants and
      Rights(1)
      (A)      		 Weighted-Average
      Exercise Price of
      Outstanding
      Options,
      Warrants and
      Rights
      (B)      		 Number of Securities
      Remaining Available
      for Future Issuance
      Under Equity
      Compensation Plans
      (Excluding
      Securities Reflected
      in Column (A))
      (C)      		 

      Equity compensation plans approved by security holders(2)

      		  6,370,266(3)$62.97  11,474,828(4)

      Equity compensation plans not approved by security holders

      		  —  —  — 

      Total

      		  6,370,266(3)$62.97  11,474,828(4)
      (1)
      Information excludes 2,724,605 gross shares that were potentially issuable upon the settlement of equity awards denominated in shares of subsidiaries of IAC, including ANGI Homeservices Inc. and certain of its subsidiaries ("ANGI") and Match Group, Inc. ("Match Group"), based on the estimated values of such awards as of December 31, 2018. For a description of these awards (including IAC's right to reimbursement for all shares of IAC common stock issued in settlement of ANGI and Match Group awards in the form of shares of capital stock of ANGI or Match Group and IAC's ability to elect to settle such awards in shares of capital stock of ANGI or Match Group), see the disclosure under the caption Equity Instruments Denominated in the Shares of Certain Subsidiaries in Note 11

      (1)Represents the dollar value of fees deferred in the form of share units by the respective director under Match Group’s Non-Employee Director Deferred Compensation Plan.

      (2)Reflects the grant date fair value of Director RSU Awards, calculated by multiplying the closing market price of Match Group common stock on the grant date by the number of RSUs awarded. As of December 31, 2021, our directors held the following number of RSUs in the aggregate:

      NameOutstanding
      RSUs
      (#)
      Stephen Bailey3,357
      Melissa Brenner3,357
      Joseph Levin3,141
      Ann L. McDaniel4,582
      Thomas J. McInerney4,582
      Wendi Murdoch3,357
      Ryan Reynolds3,357
      Glenn H. Schiffman3,141
      Pamela S. Seymon4,582
      Alan G. Spoon4,582

      In addition to the consolidated financial statements in our Form 10-K for the fiscal year ended December 31, 2018, which is incorporated herein by reference.

        The number of shares ultimately needed to settle equity awards denominated in shares of our subsidiaries can vary from the estimated numbers disclosedRSUs listed above, as a result of both movementsthe transactions effected to separate Match Group from IAC 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 subsidiariesJune 2020, as of December 31, 2018.

      (2)
      Consists2021, each of IAC's 2013Messrs. Levin and 2018 Stock and Annual Incentive Plans. For a description of these plans, see the first two paragraphs of Note 11 to the consolidated financial statementsSchiffman held Match Group stock options issued in our Form 10-K for the fiscal year ended December 31, 2018, which are incorporated herein by reference.

      (3)
      Includes an aggregate of: (i) up to 555,794 shares issuable upon the vestingrespect of IAC RSUs (including performance-based RSU awards, with the totalstock options previously granted as part of their compensation by IAC and unrelated to their service as directors of Match Group.

      Stock Ownership Guidelines. In January 2022, Match Group adopted stock ownership guidelines pursuant to which each non-employee director is required to own a number of shares included above assumingof Match Group common stock having an aggregate value equal to at least five times the maximum potential payout) andnon-employee director’s annual cash retainer fee (but not including any Board chairperson or Board committee member or chairperson compensation). Non-employee directors are required to meet these ownership requirements within five years of the later of (i) January 1, 2022 (the date the guidelines became effective) or (ii) 5,814,472 shares issuable upon the exerciseindividual’s first election or appointment to the Board. For additional information regarding the terms of outstanding IACthe stock options, in each case, as of December 31, 2018.

      (4)
      Reflects shares that remain available for future issuanceownership guidelines, see the discussion under the plans describedheading “Stock Ownership Guidelines” in footnote 2 above.
      the Compensation Discussion and Analysis section of this proxy statement.


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      SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

       

      The following table presents, as of April 26, 2019,11, 2022, information relating to the beneficial ownership of IAC common stock and Class BMatch Group common stock by: (1) each person known by IACMatch Group to own beneficially more than 5% of the outstanding shares of IAC common stock and/or Class BMatch Group common stock, (2) each director nominee (all of whom are incumbent directors)(including each director nominee), (3) each IAC named executive officer and (4) all current directors and executivesexecutive officers of Match Group as a group. As of April 26, 2019,11, 2022, there were 78,373,755 and 5,789,499285,531,696 shares of IACMatch Group common stock and Class B common stock, respectively, outstanding.

       

      Unless otherwise indicated, the beneficial owners listed below may be contacted at IAC'sMatch Group’s corporate headquarters located at 555 West 18th Street, New York, New York 10011.8750 North Central Expressway, Suite 1400, Dallas, Texas 75231. For each listed person, the number of shares of IACMatch Group common stock and percent of such class listed includes vested IACassumes the exercise of any Match Group stock options and assumes the conversion of any shares of IAC Class B common stock owned by such person that are or will become exercisable, and the vesting of any IAC stock options and/or RSUs scheduled to occurother Match Group equity awards that will vest, within sixty60 days of April 26, 2019,11, 2022, but does not assume the conversion, exercise or vesting of any such equity securitiesawards owned by any other person. Shares of IAC Class B common stock may, at the option of the holder, be converted on a one-for-one basis into shares of IAC common stock. The percentage of votes for all classes of capital stock is based on one vote for each share of IAC common stock and ten votes for each share of IAC Class B common stock.

      Name and Address of Beneficial Owner Number
      of Shares      		  Percent of
      Outstanding Shares      		 
      The Vanguard Group  28,660,438(1)  10.0%
      100 Vanguard Blvd.        
      Malvern, PA 19355        
      BlackRock, Inc.  23,609,487(2)  8.3%
      55 East 52nd Street        
      New York, NY 10055        
      Edgewood Management LLC  16,504,970(3)  5.8%
      600 Steamboat Road, Suite 103        
      Greenwich, CT 06830        
      T. Rowe Price Associates, Inc.  14,172,214(4)  5.0%
      100 E. Pratt Street        
      Baltimore, MD 21202        
      Stephen Bailey  801(5)  * 
      Melissa Brenner  801(5)  * 
      Sharmistha Dubey  301,742(6)  * 
      Philip D. Eigenmann  27,419(7)  * 
      Joseph Levin  1,454,887(8)  * 
      Ann L. McDaniel  14,301(5)  * 
      Thomas J. McInerney  330,419(5)  * 
      Wendi Murdoch  801(5)  * 
      Ryan Reynolds  1,032(5)  * 
      Glenn H. Schiffman  257,023(9)  * 
      Pamela S. Seymon  68,548(5)  * 
      Jared F. Sine  94,641(10)  * 
      Alan G. Spoon  284,691(11)  * 
      Gary Swidler  401,739(12)  * 
      All current executive officers and directors as a group (14 persons)     3,238,845 (13)     1.1 %

      *The percentage of shares beneficially owned does not exceed 1% of the class.

      (1)Based upon information regarding Match Group holdings reported by way of Amendment No. 10 to a Schedule 13G filed by The Vanguard Group (“Vanguard”) with the SEC on February 10, 2022. Vanguard beneficially owns the Match Group holdings disclosed in the table above in its capacity as an investment adviser. Vanguard has shared voting power, sole dispositive power and shared dispositive power over 470,949, 27,498,028 and 1,162,410 shares of Match Group common stock, respectively, out of the holdings listed in the table above.

      (2)Based upon information regarding Match Group holdings reported by way of Amendment No. 1 to a Schedule 13G filed by BlackRock, Inc. (“BlackRock”) with the SEC on February 1, 2022. BlackRock beneficially owns the Match Group holdings disclosed in the table above in its capacity as a parent holding company or control person of subsidiaries that provide investment advisory and asset management services. BlackRock has sole voting power and sole dispositive power over 20,987,588 and 23,609,487 shares of Match Group common stock, respectively, out of the holdings listed in the table above.


      (3)Based upon information regarding Match Group holdings reported by way of a Schedule 13G filed by Edgewood Management LLC (“Edgewood”) with the SEC on February 14, 2022. Edgewood beneficially owns the Match Group holdings disclosed in the table above in its capacity as the investment manager of the investment funds or accounts which own such securities. Edgewood has sole voting power and sole dispositive power over 16,177,920 and 16,504,970 shares of Match Group common stock, respectively, out of the holdings listed in the table above.

      (4)Based upon information regarding Match Group holdings reported by way of Amendment No. 4 to a Schedule 13G filed by T. Rowe Price Associates, Inc. (“Price Associates”) with the SEC on February 14, 2022. Price Associates beneficially owns the Match Group holdings disclosed in the table above in its capacity as an investment adviser. Price Associates has sole voting power and sole dispositive power over 6,543,858 and 14,172,214 shares of Match Group common stock, respectively, out of the holdings listed in the table above.

      (5)Consists of shares of Match Group common stock held directly by each individual.

      (6)Consists of shares of Match Group common stock held directly by Ms. Dubey, 58,309 vested options to purchase Match Group common stock, and 14,930 shares of Match Group common stock to be received upon the vesting of Match Group RSUs in the 60 days following April 11, 2022, subject to continued service.

      (7)Consists of shares of Match Group common stock held directly by Mr. Eigenmann and 21,994 vested options to purchase Match Group common stock.

      (8)Consists of shares of Match Group common stock held directly by Mr. Levin, 35,000 shares of Match Group common stock held through a grantor retained annuity trust, of which Mr. Levin serves as sole trustee and is the sole annuitant, and 1,419,194 vested options to purchase Match Group common stock.

      (9)Consists of shares of Match Group common stock held directly by Mr. Schiffman and 246,432 vested options to purchase Match Group common stock.

      (10)Consists of shares of Match Group common stock held directly by Mr. Sine, 67,421 shares of Match Group common stock held by the Sine Family Trust, with respect to which Mr. Sine has shared voting and investment power, and 27,152 vested options to purchase Match Group common stock.

      (11)Consists of shares of Match Group common stock held directly by Mr. Spoon and 15,000 shares of Match Group common stock held by a limited liability company controlled by certain members of Mr. Spoon’s family and as to which Mr. Spoon disclaims beneficial ownership except to the extent of any pecuniary interest therein.

      (12)Consists of shares of Match Group common stock held directly by Mr. Swidler and 252,816 vested options to purchase Match Group common stock.

      (13)Consists of (i) shares of Match Group common stock held directly by each individual, (ii) 35,000 shares of Match Group common stock held through a grantor retained annuity trust, of which Mr. Levin serves as sole trustee and is the sole annuitant, as noted above, (iii) 67,421 shares of Match Group common stock held by the Sine Family Trust as noted above, (iv) 15,000 shares of Match Group common stock held by a limited liability company controlled by certain members of Mr. Spoon’s family as noted above, (v) 2,025,897 vested options to purchase Match Group common stock, and (vi) 14,930 shares of Match Group common stock to be received upon the vesting of Match Group RSUs in the next 60 days, subject to the respective holder’s continued service.

      35

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      		 IAC Common Stock IAC Class B
      Common Stock      		 Percent of
      Votes      		 
      Name and Address of Beneficial Owner
      		 Number of
      Shares Owned      		 % of
      Class
      Owned      		 Number of
      Shares
      Owned      		 % of
      Class
      Owned      		 (All
      Classes)
      %      		 

      T. Rowe Price Associates, Inc

      		  10,496,746(1) 13.4% —  —  7.7%

      100 East Pratt Street

      		                

      Baltimore, MD 21202

      		                

      The Vanguard Group. 

      		  6,646,783(2) 8.5% —  —  4.9%

      100 Vanguard Blvd.

      		                

      Malvern, PA 19355

      		                

      BlackRock, Inc. 

      		  5,259,290(3) 6.7% —  —  3.9%

      55 East 52nd Street

      		                

      New York, NY 10055

      		                

      Morgan Stanley et al

      		  4,165,310(4) 5.3% —  —  3.1%

      1585 Broadway

      		                

      New York, NY 10036

      		                

      Canada Pension Plan Investment Board

      		  4,065,575(5) 5.2% —  —  3.0%

      One Queen Street East

      		                

      Toronto, Ontario M5C 2W5 Canada

      		                

      Barry Diller

      		  7,227,921(6) 8.5% 5,789,499(7) 100% 43.1%

      Edgar Bronfman, Jr. 

      		  8,296(8) *  —  —  * 

      Chelsea Clinton

      		  28,028(9) *  —  —  * 

      Michael D. Eisner

      		  37,298(10) *  —  —  * 

      Bonnie S. Hammer

      		  10,911(11) *  —  —  * 

      Victor A. Kaufman

      		  81,294(12) *  —  —  * 

      Joseph Levin

      		  1,148,363(13) 1.4% —  —  * 

      Bryan Lourd

      		  22,363(14) *  —  —  * 

      David Rosenblatt

      		  44,453(15) *  —  —  * 

      Glenn H. Schiffman

      		  136,000(16) *  —  —  * 

      Alan G. Spoon

      		  97,815(17) *  —  —  * 

      Mark Stein

      		  498,951(18) *  —  —  * 

      Alexander von Furstenberg

      		  603,382(6)(19) *  540,901(7) 9.3% 4.0%

      Diane von Furstenberg

      		  3,829,146(6)(20) 4.7% 3,692,435(7) 63.8% 27.2%

      Gregg Winiarski

      		  600,347(21) *  —  —  * 

      Richard F. Zannino

      		  34,677(22) *  —  —  * 

      All current named executives and directors as a group (15 persons)

      		  10,039,198  11.5% 5,789,499  100% 44.5%
      *
      The percentage of shares beneficially owned does not exceed 1% of the class.

      (1)
      Based upon information regarding IAC holdings reported by way of Amendment No. 2 to a Schedule 13G filed by T. Rowe Price Associates, Inc. ("Price Associates") with the SEC on February 14, 2019. Price Associates beneficially owns the IAC holdings disclosed in the table above in its capacity as an investment adviser. Price Associates has sole voting and sole dispositive power over 3,589,058 and 10,496,746 shares of IAC common stock, respectively, listed in the table above.

      (2)
      Based upon information regarding IAC holdings reported by way of Amendment No. 6 to a Schedule 13G filed by The Vanguard Group ("Vanguard") with the SEC on February 12, 2019. Vanguard beneficially owns the IAC holdings disclosed in the table above in its capacity as an investment adviser. Vanguard has sole voting power, shared voting power, sole dispositive power and shared dispositive power over 58,283, 19,349, 6,570,883 and 75,900 shares of IAC common stock, respectively, listed in the table above.

      (3)
      Based upon information regarding IAC holdings reported by way of Amendment No. 1 a Schedule 13G filed by BlackRock, Inc. ("BlackRock") with the SEC on February 4, 2019. BlackRock beneficially owns the IAC holdings disclosed in the table above in its capacity as a parent holding company or control person of subsidiaries that provide investment advisory and asset management services. BlackRock has sole voting and sole dispositive power over 4,633,786 and 5,259,290 shares of IAC common stock, respectively, listed in the table above.

      (4)
      Based upon information regarding IAC holdings reported by way of a Schedule 13G filed by Morgan Stanley ("MS") and Morgan Stanley Investment Management Inc. ("MS Management") with the SEC on February 13, 2019. MS beneficially owns the IAC holdings listed in the table above in its capacity as the

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        parent holding company of MS Management, which beneficially owns the IAC holdings listed in the table above in its capacity as an investment adviser. Each of MS and MS Management has shared voting power and shared dispositive power over all 3,688,384 and 4,165,310 shares of IAC common stock, respectively, listed in the table above.

      (5)
      Based upon information regarding IAC holdings reported by way of a Schedule 13G filed by Canada Pension Plan Investment Board ("Canada Pension Plan") with the SEC on February 7, 2019. Canada Pension Plan beneficially owns the IAC holdings disclosed in the table above in its capacity as a foreign employee benefit plan. Canada Pension Plan has sole voting and sole dispositive power over all of the 4,065,575 shares of IAC common stock listed in the table above.

      (6)
      Consists of: (i) 4,233,336 shares of IAC Class B common stock, which are convertible on a one-for-one basis into shares of IAC common stock, held in trusts for the benefit of certain members of Mr. Diller's family, (ii) 1,556,163 shares of IAC Class B common stock held directly by Mr. Diller, (iii) 136,711 shares of IAC common stock held by a trust for the benefit of certain members of Mr. Diller's family, (iv) 1,711 shares of IAC common stock held by a private foundation and (v) vested options to purchase 1,300,000 shares of IAC common stock.


      Mr. Diller has sole investment power over, and his spouse, Diane von Furstenberg, has sole voting power over, 3,692,435 shares of IAC Class B common stock and 136,711 shares of IAC common stock. Mr. Diller may be deemed to have the right to acquire investment power over 540,901 shares of IAC Class B common stock in the next sixty days as a result of his ability to designate a replacement for Mr. von Furstenberg as investment adviser of the family trust that holds such shares (see footnotes 7 and 19). Mr. Diller has shared voting and investment power over the IAC securities described in (iv) above, as to which he disclaims beneficial ownership.

      (7)
      The total number of shares of Class B common stock outstanding includes: (i) 3,692,435 shares collectively held by trusts for the benefit of certain members of Mr. Diller's family and over which he has sole investment power and his spouse has sole voting power, (ii) 1,556,163 shares of IAC Class B common stock held directly by Mr. Diller and (iii) 540,901 shares held by a family trust over which Mr. von Furstenberg has sole voting and investment power.

      (8)
      Consists of: (i) 5,375 shares of IAC common stock held for the benefit of Mr. Bronfman in an individual retirement account, (ii) 2,125 shares of IAC common stock held by Mr. Bronfman in his capacity as custodian for his minor children and (iii) 796 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next sixty days, subject to continued service. Mr. Bronfman disclaims beneficial ownership of the shares of IAC common stock described in (ii) above.

      (9)
      Consists of: (i) 27,232 shares of IAC common stock held directly by Ms. Clinton and (ii) 796 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next sixty days, subject to continued service.

      (10)
      Consists of: (i) 36,502 shares of IAC common stock held directly by Mr. Eisner and (ii) 796 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next sixty days, subject to continued service.

      (11)
      Consists of: (i) 10,115 shares of IAC common stock held directly by Ms. Hammer and (ii) 796 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next sixty days, subject to continued service.

      (12)
      Consists of shares of IAC common stock held directly by Mr. Kaufman.

      (13)
      Consists of: (i) 135,863 shares of IAC common stock held directly by Mr. Levin, (ii) vested options to purchase 912,500 shares of IAC common stock and (iii) options to purchase 100,000 shares of IAC common stock vesting in the next sixty days, subject to continued service.

      (14)
      Consists of: (i) 21,567 shares of IAC common stock held directly by Mr. Lourd and (ii) 796 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next sixty days, subject to continued service.

      (15)
      Consists of: (i) 43,657 shares of IAC common stock held directly by Mr. Rosenblatt and (ii) 796 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next sixty days, subject to continued service.

      (16)
      Consists of vested options to purchase shares of IAC common stock.

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      (17)
      Consists of: (i) 97,019 shares of IAC common stock held directly by Mr. Spoon and (ii) 796 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next sixty days, subject to continued service.

      (18)
      Consists of: (i) 61,451 shares of IAC common stock held directly by Mr. Stein and (ii) vested options to purchase 437,500 shares of IAC common stock.

      (19)
      Consists of: (i) 540,901 shares of IAC Class B common stock, which are convertible on a one-for-one basis into shares of IAC common stock, held by a family trust and over which Mr. von Furstenberg currently has sole voting and investment power, (ii) 61,685 shares of IAC common stock held directly by Mr. von Furstenberg and (iii) 796 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next sixty days, subject to continued service.

      (20)
      Consists of: (i) 3,692,435 shares of IAC Class B common stock, which are convertible on a one-for-one basis into shares of IAC common stock, and (ii) 136,711 shares of IAC common stock, all of which are collectively held by trusts for the benefit of certain members of Mr. Diller's family (the same trusts referred to in footnotes 6 and 7 above) and over which Ms. von Furstenberg has sole voting power and Mr. Diller has sole investment power.

      (21)
      Consists of: (i) 31,342 shares of IAC common stock held directly by Mr. Winiarski and (ii) vested options to purchase 569,005 shares of IAC common stock.

      (22)
      Consists of: (i) 33,881 shares of IAC common stock held directly by Mr. Zannino and (ii) 796 shares of IAC common stock to be received upon the vesting of IAC RSUs in the next sixty days, subject to continued service.


      DELINQUENT SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
      REPORTS

       

      Section 16(a) of the Exchange Act requires the Company'sCompany’s directors and certain of the Company'sCompany’s officers, and persons who beneficially own more than 10% of a registered class of the Company'sCompany’s equity securities, to file initial statements of beneficial ownership (Form 3) and statements of changes in beneficial ownership (Forms 4 and 5) of IAC common stock and other equity securities of the Company with the SEC. Directors, officersOfficers, directors and greater than 10% beneficial owners are required by SEC rules to furnish the Company with copies of all such forms they file. Based solely on a review of the copies of such forms furnished to the Company and/or written representations that no additional forms were required, the Company believes that its officers, directors officers and greater than 10% beneficial owners complied with these filing requirements in 2018.2021, except that Mr. Reynolds filed an amendment to report ownership inadvertently omitted from a previously filed Form 3.


      CERTAIN RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

      Review of Related Person Transactions

       

      The Audit Committee has a formal, written policy that requires an appropriate review of all related person transactions by the Audit Committee, as required by Marketplace Rules governing conflict of interest transactions. For purposes of this policy, as amended, consistent with the Marketplace Rules, the terms "related person"“related person” and "transaction"“transaction” are determined by reference to Item 404(a) of Regulation S-K under the Securities Act of 1933, as amended ("(“Item 404"404”). During 2018,2021, in accordance with this policy, Company management was required to determine whether any proposed transaction, arrangement or relationship with a related person fell within the Item 404 definition of "transaction,"“transaction” set forth in Item 404, and if so, review such transaction with the Audit Committee. In connection with such determinations, Company management and the Audit Committee consider: (i) the parties to the transaction and the nature of their affiliation with IACMatch Group and the related person, (ii) the dollar amount involved in the transaction, (iii) the material terms of the transaction, including whether the terms of the transaction are ordinary course and/or otherwise negotiated at arms'arms’ length, (iv) whether the transaction is material, on a quantitative and/or qualitative basis, to IACMatch Group and/or the related person, and (v) any other facts and circumstances that Company management or the Audit Committee deems appropriate.


      Table of Contents

      Relationships Involving Significant Stockholders Named Executives

      The Separation of Match Group and Directors
      IAC

       

      On June 30, 2020, the companies formerly known as Match Group, Inc. (referred to as “Former Match Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of the Company from IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, which consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former IAC, and (2) IAC/InterActiveCorp, formerly known as IAC Holdings, Inc. (“IAC”), consisting of Former IAC’s businesses other than Match Group (the “Separation”).

      Relationships Involving Mr. Diller.Relationship with IAC after the Separation Pursuant

      At the closing of the Separation, the Company entered into certain agreements with IAC to govern the relationship between the Company and IAC following the Separation. These agreements, in certain cases, supersede the agreements entered into between Former Match Group and Former IAC in connection with Former Match Group’s initial public offering in November 2015 (the “IPO Agreements”) and include: a transition services agreement, an amended and restated governanceemployee matters agreement, between IAC and Mr. Diller, for so long as Mr. Diller serves as IAC's Chairman and Senior Executive, he currently generally has the right to consent to limiteda tax matters in the eventagreement. The IPO Agreements that IAC's ratio of total debt to EBITDA (as defined in the governance agreement) equals or exceeds four to one over a continuous twelve-month period.

      Relationships Involving Other Directors. In June 2010, Mr. Bronfman was part of a trial in the Trial Court in Paris involving six other individuals, including the former Chief Executive Officer, Chief Financial Officer and Chief Operating Officer of Vivendi Universal. The other individuals faced various criminal charges and civil claims relating to Vivendi, including Vivendi's financial disclosures, the appropriateness of executive compensation and trading in Vivendi stock. Mr. Bronfman previously served as the Vice Chairman of Vivendi and faced a charge and claims relating to certain trading in Vivendi stock in January 2002. At the trial, the public prosecutor and the lead civil claimant both took the position that Mr. Bronfman should be acquitted. In January 2011, the court found Mr. Bronfman guiltywere not superseded were terminated at closing of the charge relating to his trading in Vivendi stock, found him not liableSeparation.

      Transition Services Agreement. Pursuant to the civil claimants and imposed a fine of 5 million euros and a suspended sentence of fifteen months. Mr. Bronfman appealed the Trial Court decisiontransition services agreement, IAC continues to provide minimal services to us that Former IAC had historically provided to Former Match Group. We also provide certain services to IAC that Former Match Group previously provided to Former IAC. The costs charged to the Paris Court of Appeal. In November 2013, Mr. Bronfman participated in a re-trial before a new judicial panel as part of his appeal ofrespective recipient are generally determined based on the Paris Trial Court's 2011 ruling. In May 2014, the new judicial panel rendered its decision, affirming the Paris Trial Court's finding that Mr. Bronfman was guilty of the charge, but stated that its finding would appear only in French judicial records (and not in Mr. Bronfman's public record), removed the suspended sentence imposedactual costs incurred by the Paris Trial Courtservice provider in providing such services. During 2021, we paid IAC less than $0.1 million, and suspended 2.5IAC paid us $7.6 million, euros of the original fine of 5 million euros. The new judicial panel affirmed the Paris Trial Court's finding that Mr. Bronfman was not liablepursuant to the civil claimants. Mr. Bronfman appealed the verdict. On April 20, 2017, the Appellate Court rejected the appeal. Mr. Bronfman believes that his trading in Vivendi stock was proper and pursued a challengetransition services agreement.

      Employee Matters Agreement. Pursuant to the Appellate Court's decision beforeamended and restated employee matters agreement with IAC, we reimburse IAC for the European Courtcost of Human Rights. The European Courtany IAC equity awards held by Match Group’s employees and former employees upon exercise or vesting. During 2021, we paid IAC $0.1 million for the cost of Human Rights declinedIAC equity awards held by Match Group employees upon vesting.


      Tax Matters Agreement. Pursuant to hear the challenge.

      Relationships Involving Expedia Group, Inc.

      Overview. Sincetax matters agreement, we and IAC are responsible for certain tax liabilities and obligations following the completiontransfer by Former IAC (i) to us of certain assets and liabilities of, or related to, the spin-offbusinesses of Expedia in August 2005 (the "Expedia Spin-Off")Former IAC (other than Former Match Group), and (ii) to holders of Former IAC common stock and Expedia (now known as Expedia Group, Inc. ("Expedia Group")) have been related parties since Mr. Diller exerts significant influence over both entities by virtue of his role as Senior Executive at both companies, the fact that he and certain members of his family collectively have sole voting and/or investment power over all shares ofFormer IAC Class B common stock, outstandingas a result of the reclassification and his voting power at Expedia Group. In connection withmandatory exchange of certain series of Former IAC exchangeable preferred stock (collectively, the “IAC Distribution”). Under the tax matters agreement, IAC generally is responsible for, and followinghas agreed to indemnify us against, any liabilities incurred as a result of the Expedia Spin-Off,failure of the IAC Distribution to qualify for the intended tax-free treatment unless, subject to certain exceptions, the failure to so qualify is attributable to our actions or failure to act, our breach of certain representations or covenants or certain acquisitions of Match Group equity securities, in each case, described in the tax matters agreement, (a “Match fault-based action”). If the failure to so qualify is attributable to a Match fault-based action, we will be responsible for liabilities incurred as a result of such failure and Expediawill indemnify IAC against such liabilities so incurred by IAC or its affiliates.

      Under the tax matters agreement, as of December 31, 2021, Match Group is obligated to remit to IAC $1.3 million of expected state tax refunds relating to tax years prior to the Separation. Additionally, IAC is obligated to indemnify Match Group for IAC’s share of tax liabilities related to various periods prior to the Separation; as of December 31, 2021, we estimated IAC’s share of these tax liabilities to be approximately $1.8 million.

      Transaction Agreement. The Separation was effected pursuant to transaction agreement entered into certain arrangements, including arrangements regardingbetween Former Match Group and Former IAC as of December 19, 2019, and amended as of April 28, 2020, and further amended as of June 22, 2020. The transaction agreement provides that each of Match Group and IAC will indemnify, defend and hold harmless the sharingother party from and against any liabilities arising out of: (i) any asset or liability allocated to such party or the other members of certain costs,such party’s group under the usetransaction agreement or the businesses of such party’s group after the closing of the Separation; (ii) any breach of, or failure to perform or comply with, any covenant, undertaking or obligation of a member of such party’s group contained in the transaction agreement that survives the closing of the Separation or is contained in any ancillary agreement; and ownership(iii) any untrue or misleading statement or alleged untrue or misleading statement of certain aircraft and various commercial agreements, certain of which are generally described below.

      Cost Sharing Arrangements. Mr. Diller currently serves as Chairman and Senior Executive of both IAC and Expedia Group. In connectiona material fact or omission, with respect to information contained in or incorporated into the registration statement or the joint proxy statement/prospectus filed with the Expedia Spin-Off, IAC and Expedia Group had agreed, in light of Mr. Diller's senior role at both companies and his anticipated use of certain resources to the benefit of both companies, to share certain expenses associated with such usage, as well as certain costs incurred by IACSEC in connection with the provision of certain benefits to Mr. Diller (the "Shared Costs"). Cost sharing arrangements in effect during 2018 provided that each of IAC and Expedia Group cover 50% of the Shared Costs, which both companies agreed best reflects the allocation of actual time spent (and time to be spent) by Mr. Diller between the two companies. Shared Costs include costs for personal use of cars and equipment dedicated to Mr. Diller's use and expenses relating to Mr. Diller's support staff. Costs in 2018 for which IAC billed Expedia Group were approximately $460,000 pursuant to these arrangements.


      Table of ContentsSeparation.

       

      Aircraft Arrangements.Office Leases. Each of IAC and Expedia Group currently has a 50% ownership interest in two aircraft that may be used by both companies (the "Aircraft"). Pursuant to an amended and restated operating agreement that allocates the costs of operating and maintaining the Aircraft between the parties, fixed costs are allocated 50% to each company and variable costs are allocated based on usage. These costs are generally paid by each company to third parties in accordance with the terms of the amended and restated operating agreement.

      In the event Mr. Diller ceases to serve as Chairman of either IAC or Expedia Group, each of IAC and Expedia Group will have a put right (to the other party) with respect to its owned interest in the aircraft that it does not primarily use (with such determination to be based on relative usage over the twelve months preceding such event), in each case, at fair market value for the relevant aircraft.

              Members of the flight crew for the Aircraft are employed by an entity in which each of IAC and Expedia Group has a 50% ownership interest. IAC and Expedia Group share costs relating to flight crew compensation and benefits pro-rata according to each company's respective usage of the Aircraft, for which they are separately billed by the entity described above. During 2018, total payments in the amount of approximately $2.2 million were made to this entity by IAC.

              In February 2019, an aircraft previously jointly-owned by both companies was sold, with each company receiving 50% of the $7.5 million in net proceeds.

              On April 4, 2019, IAC and Expedia GroupJanuary 2020, we entered into an agreement to jointly acquire a new corporate aircraft for a total expected cost of $72.3 million (including purchase price and related costs), which each company to bear 50% of such expected cost. IAC and Expedia Group have each paid $13.5 million in connection with their joint entry into the purchase agreement. In addition, each company is due to make a subsequent payment of $9.1 million in December 2019, with their respective shares of the balance due upon delivery of the new aircraft, which is expected to occur in late 2020 or early 2021.

      Commercial Agreements. In connection with and following the Expedia Spin-Off, certain IAC businesses entered into commercial agreements with certain Expedia Group businesses, including a lease for IACof office space to Expedia Group. IAC believes that these arrangements are ordinary course and have been negotiated at arm's length. In addition, IAC believes that none of these arrangements, whether taken individually or in the aggregate, constitute a material contract to IAC. With the exceptionbuilding owned by Match Group in Los Angeles. The term of the lease (pursuantexpires on June 30, 2023. During 2021, IAC paid us less than $0.1 million pursuant to which IAC billed Expedia Group approximately $310,000 in 2018), none of these arrangements, whether taken individually or together with other similar agreements, involved payments to orthe lease. We leased office space from IAC and its businesses in excess of $120,000 in 2018.New York on a month-to-month basis through June 2021. During 2021, we paid IAC approximately $0.3 million pursuant to the lease.


      ANNUAL REPORTS

      Upon written request to the Corporate Secretary, IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, IACMatch Group, Inc., 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, Match Group will provide without charge to each person solicited a printed copy of IAC's 2018Match Group’s 2021 Annual Report on Form 10-K, including the financial statements and financial statement schedule filed therewith. Copies are also available on our website at www.iac.comhttp://ir.mtch.com. IACMatch Group will furnish requesting stockholders with any exhibit to its 20182021 Annual Report on Form 10-K upon payment of a reasonable fee.


      Table of Contents


      STOCKHOLDER PROPOSALS AND DIRECTOR NOMINEES FOR PRESENTATION

      AT THE 20202023 ANNUAL MEETING

       

      Eligible stockholders who intend to have a proposal considered for inclusion in IAC'sMatch Group’s proxy materials for presentation at the 20202023 Annual Meeting of Stockholders pursuant to Rule 14a-8 under the Exchange Act must submit such proposal to IACMatch Group at its corporate headquarters no later than January 3, 2020.December 30, 2022. Stockholder proposals submitted for inclusion in IAC'sMatch Group’s proxy materials must be made in accordance with the provisions of Rule 14a-8 of the Exchange Act. Eligible stockholders who intend to present a proposal or nomination at the 20202023 Annual Meeting of Stockholders without inclusion of the proposal or nomination in IAC'sMatch Group’s proxy materials are required to provide notice of such proposal or nomination in writing, and otherwise in compliance with the applicable requirements in our bylaws, to IACMatch Group’s Secretary at its corporate headquarters no earlier than February 8, 2023, and no later than March 19, 2020. If IAC 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 IAC 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. IAC 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
      10, 2023.

       

      HOUSEHOLDING

      The SEC has adopted rules that permit companies and intermediaries (such as brokers) to send one Notice or one set of printed proxy materials as applicable, to any household at which two or more stockholders reside if they appear to be members of the same family or have given their written consent (each stockholder continues to receive a separate proxy card). This process, which is commonly referred to as "householding,"“householding,” reduces the number of duplicate copies of proxy materials stockholders receive and reduces printing and mailing costs. Only one Notice or one set of our printed proxy materials as applicable, will be sent to stockholders eligible for householding unless contrary instructions have been provided.


      Once you have received notice that your broker or IACMatch Group will be householding your proxy materials, householding will continue until you are notified otherwise or you revoke your consent. You may request a separate Notice or set of our printed proxy materials by sending a written request to Investor Relations, IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, by calling 1.212.314.7400Match Group, Inc., 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, or by e-mailing sending an e-mail to ir@iac.comIR@match.com. Upon request, IACMatch Group undertakes to deliver such materials promptly.

      If at any time: (i) you no longer wish to participate in householding and would prefer to receive a separate Notice or set of our printed proxy materials as applicable, or (ii) you and another stockholder sharing the same address wish to participate in householding and prefer to receive one Notice or set of our printed proxy materials, as applicable, please notify your broker if you hold your shares in street name or IACMatch Group if you are a stockholder of record. You can notify us by sending a written request to Investor Relations, IAC/InterActiveCorp, 555 West 18th Street, New York, New York 10011, by calling 1.212.314.7400Match Group, Inc., 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, or by e-mailingsending an e-mail to ir@iac.comIR@match.com.


      NOTICE OF INTERNET AVAILABILITY OF PROXY MATERIALS

       

      Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to be held on June 12, 2019.8, 2022.

              The

      This proxy statement and the 20182021 Annual Report on Form 10-K are available athttp://www.proxyvote.com beginning on May 3, 2019.April 29, 2022.

      New York, New York
      May 3, 2019


      VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. IAC/INTERACTIVECORP ATTN: JOANNE HAWKINS 555 WEST 18TH STREET NEW YORK, NY 10011 During The Meeting - Go to www.virtualshareholdermeeting.com/IACI2019 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E77955-P20602 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. IAC/INTERACTIVECORP The Board of Directors recommends that you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ! !! 1. Election of Directors Nominees: 01) 02) 03) 04) 05) 06) Edgar Bronfman, Jr. Chelsea Clinton Barry Diller Michael D. Eisner Bonnie S. Hammer Victor A. Kaufman 07) 08) 09) 10) 11) 12) Joseph Levin Bryan Lourd* David Rosenblatt Alan G. Spoon* Alexander von Furstenberg Richard F. Zannino* *To be voted upon by the holders of Common Stock voting as a separate class. The Board of Directors recommends that you vote FOR proposal 2: For Against Abstain ! ! ! 2. Ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for 2019. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

      Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E77956-P20602 IAC/INTERACTIVECORP Annual Meeting of Stockholders June 12, 2019 9:00 a.m. This proxy is solicited by the Board of Directors The undersigned stockholder of IAC/InterActiveCorp, a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated May 3, 2019 and hereby appoints each of Joanne Hawkins, Glenn H. Schiffman and Gregg Winiarski, as proxy and attorney-in-fact, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of IAC/InterActiveCorp to be held on June 12, 2019, at 9:00 a.m. Eastern Time, live via the Internet at www.virtualshareholdermeeting.com/IACI2019, and at any related adjournments or postponements, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED ”FOR” EACH OF THE PROPOSALS LISTED (OR OTHERWISE CONSISTENT WITH THE BOARD'S RECOMMENDATION), AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OR POSTPONEMENT OF THE MEETING. Continued and to be signed on reverse side

      GRAPHIC

      Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date 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. ! ! ! ! ! ! ! 3 Years 1 Year 2 Years Abstain D81354-P65639 Nominees: 2. To approve a non-binding advisory resolution on executive compensation. 1. Election of Directors For Against Abstain For Against Abstain ! ! ! MATCH GROUP, INC. MATCH GROUP, INC. 8750 NORTH CENTRAL EXPRESSWAY SUITE 1400 DALLAS, TX 75231 4. Ratification of the appointment of Ernst & Young LLP as Match Group, Inc.'s independent registered public accounting firm for 2022. 3. To conduct a non-binding advisory vote on the frequency of future advisory votes on executive compensation. 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. Note: Such other business as may properly come before the meeting or any adjournment thereof. ! ! ! ! ! ! For Against Abstain 1a. Stephen Bailey 1b. Melissa Brenner 1c. Alan G. Spoon ! ! ! The Board of Directors recommends you vote FOR proposals 1 and 2: The Board of Directors recommends you vote 1 YEAR on the following proposal: The Board of Directors recommends you vote FOR the following proposal: VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com or scan the QR Barcode above Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you access the website and follow the instructions to obtain your records and to create an electronic voting instruction form. During The Meeting - Go to www.virtualshareholdermeeting.com/MTCH2022 You may attend the meeting via the Internet and vote during the meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 p.m. Eastern Time the day before the cut-off date or meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. SCAN TO VIEW MATERIALS & VOTE w

      GRAPHIC

      D81355-P65639 Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. Match Group, Inc. Meeting Information Meeting Type: Annual Meeting For holders as of: April 11, 2022 Date: June 8, 2022 Time: 4:00 p.m. Eastern Time Location: Meeting live via the Internet-please visit www.virtualshareholdermeeting.com/MTCH2022. The company will be hosting the meeting live via the Internet this year. To attend the meeting via the Internet please visit www.virtualshareholdermeeting.com/MTCH2022 and be sure to have the information that is printed in the box marked by the arrow XXXX XXXX XXXX XXXX (located on the reverse side). Match Group, Inc. Annual Meeting of Stockholders June 8, 2022, 4:00 p.m. Eastern Time This proxy is solicited by the Board of Directors The undersigned stockholder of Match Group, Inc., a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement and hereby appoints each of Philip D. Eigenmann, Jared F. Sine and Francisco J. Villamar, proxy and attorney-in-fact, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of Match Group, Inc. to be held on June 8, 2022 at 4:00 p.m. Eastern Time, at www.virtualshareholdermeeting.com/MTCH2022, and at any related adjournments or postponements, and to vote all shares of Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED "FOR" PROPOSALS 1, 2 AND 4 AND "1 YEAR" ON PROPOSAL 3, AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OR POSTPONEMENT OF THE MEETING. Continued and to be signed on reverse side

      VOTE BY INTERNET Before The Meeting - Go to www.proxyvote.com Use the Internet to transmit your voting instructions and for electronic delivery of information up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you access the web site and follow the instructions to obtain your records and to create an electronic voting instruction form. IAC/INTERACTIVECORP ATTN: JOANNE HAWKINS 555 WEST 18TH STREET NEW YORK, NY 10011 During The Meeting - Go to www.virtualshareholdermeeting.com/IACI2019 You may attend the Meeting via the Internet and vote during the Meeting. Have the information that is printed in the box marked by the arrow available and follow the instructions. VOTE BY PHONE - 1-800-690-6903 Use any touch-tone telephone to transmit your voting instructions up until 11:59 P.M. Eastern Time the day before the meeting date. Have your proxy card in hand when you call and then follow the instructions. VOTE BY MAIL Mark, sign and date your proxy card and return it in the postage-paid envelope we have provided or return it to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, NY 11717. TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS: E77957-P20602 KEEP THIS PORTION FOR YOUR RECORDS DETACH AND RETURN THIS PORTION ONLY THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED. IAC/INTERACTIVECORP The Board of Directors recommends that you vote FOR the following: For Withhold For All AllAllExcept To withhold authority to vote for any individual nominee(s), mark "For All Except" and write the number(s) of the nominee(s) on the line below. ! ! ! 1. Election of Directors Nominees: 01) 02) 03) 04) 05) Edgar Bronfman, Jr. Chelsea Clinton Barry Diller Michael D. Eisner Bonnie S. Hammer 06) 07) 08) 09) Victor A. Kaufman Joseph Levin David Rosenblatt Alexander von Furstenberg The Board of Directors recommends that you vote FOR proposal 2: For Against Abstain ! ! ! 2. Ratification of the appointment of Ernst & Young LLP as IAC's independent registered public accounting firm for 2019. NOTE: Such other business as may properly come before the meeting or any adjournment thereof. Please sign exactly as your name(s) appear(s) hereon. When signing as attorney, executor, administrator, or other fiduciary, please give full title as such. Joint owners should each sign personally. All holders must sign. If a corporation or partnership, please sign in full corporate or partnership name by authorized officer. Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date

      Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting: The Notice and Proxy Statement and Annual Report are available at www.proxyvote.com. E77958-P20602 IAC/INTERACTIVECORP Annual Meeting of Stockholders June 12, 2019 9:00 a.m. This proxy is solicited by the Board of Directors The undersigned stockholder of IAC/InterActiveCorp, a Delaware corporation, hereby acknowledges receipt of the Notice of Annual Meeting of Stockholders and Proxy Statement, each dated May 3, 2019 and hereby appoints each of Joanne Hawkins, Glenn H. Schiffman and Gregg Winiarski, as proxy and attorney-in-fact, each with full power of substitution, on behalf and in the name of the undersigned, to represent the undersigned at the Annual Meeting of Stockholders of IAC/InterActiveCorp to be held on June 12, 2019, at 9:00 a.m. Eastern Time, live via the Internet at www.virtualshareholdermeeting.com/IACI2019, and at any related adjournments or postponements, and to vote all shares of Class B Common Stock which the undersigned would be entitled to vote if then and there personally present, on the matters set forth on the reverse side hereof. THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED AS DIRECTED OR, IF NO DIRECTION IS INDICATED, WILL BE VOTED ”FOR” EACH OF THE PROPOSALS LISTED (OR OTHERWISE CONSISTENT WITH THE BOARD'S RECOMMENDATION), AND IN THE DISCRETION OF THE PROXIES ON SUCH OTHER MATTERS AS MAY PROPERLY COME BEFORE THE MEETING, INCLUDING, AMONG OTHER THINGS, CONSIDERATION OF ANY MOTION MADE FOR ADJOURNMENT OR POSTPONEMENT OF THE MEETING. Continued and to be signed on reverse side