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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )

Filed by the Registrant ☒

Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐

Preliminary Proxy Statement

☐

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

☒

Definitive Proxy Statement

☐

Definitive Additional Materials

☐

Soliciting Material under §240.14a-12

Angi 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 all boxes that apply):

☒

No fee required

☐

Fee paid previously with preliminary materials

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11

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May 2, 2024

Dear Stockholder:

You are invited to attend the Annual Meeting of Stockholders of Angi Inc., which will be held on Wednesday, June 12, 2024, at 9:30 a.m., Eastern Time. This year’s Annual Meeting will be a virtual meeting, conducted solely online. Hosting a virtual meeting will enable our stockholders to attend online and participate from any location around the world, and support the health and well-being of our management, directors and stockholders. Stockholders will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANGI2024.

At the Annual Meeting, stockholders will be asked to: (1) elect thirteen directors, (2) approve the Amended and Restated Angi Inc. 2017 Stock and Annual Incentive Plan, (3) approve an amendment to our Amended and Restated Certificate of Incorporation to allow for officer exculpation as permitted by Delaware law, (4) approve a non-binding advisory vote on executive compensation (the “say on pay vote”), (5) vote on the frequency of future say on pay votes and (6) ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for 2024. The board of directors of Angi Inc. believes that the proposals being submitted for stockholder approval are in the best interests of Angi and its stockholders and recommends a vote consistent with the recommendation of the Angi board of directors 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,

Joseph Levin
Chairman

3601 WALNUT STREET, SUITE 700, DENVER, COLORADO 80205
303.963.7200 www.angi.com

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ANGI INC.
3601 Walnut Street, Suite 700
Denver, Colorado 80205
NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

Angi Inc. (“Angi” or the “Company”) is making this proxy statement available to holders of our Class A common stock and Class B common stock in connection with the solicitation of proxies by our board of directors for use at the Annual Meeting of Stockholders to be held on Wednesday, June 12, 2024, at 9:30 a.m., Eastern Time. This year’s Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visiting www.virtualshareholdermeeting.com/ANGI2024. At the Annual Meeting, stockholders will be asked to:

elect thirteen members of our 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 the Angi board of directors);

approve the Amended and Restated Angi Inc. 2017 Stock and Annual Incentive Plan;

approve an amendment to our Amended and Restated Certificate of Incorporation to allow for officer exculpation as permitted by Delaware law;

hold a non-binding advisory vote on 2023 executive compensation (the “say on pay vote”);

hold a non-binding advisory vote on the frequency of future say on pay votes;

ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2024 fiscal year; and

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

Angi’s board of directors has set April 22, 2024 as the record date for the Annual Meeting. This means that holders of record of our Class A 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.

Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To participate in the Annual Meeting online at www.virtualshareholdermeeting.com/ANGI2024, 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 Angi board of directors,

Shannon Shaw
Chief Legal Officer & Secretary
May 2, 2024

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PROXY STATEMENT
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Section			Page Number
Questions and Answers About the Annual Meeting ond Voting			1
Proposal 1 — Election of Directors			7
Proposal and Required Vote			7
Information Concerning Director Nominees			7
Corporate Governance			11
The Board and Board Committees			15
Proposal 2 — Approval of the Amended and Restated Angi Inc. 2017 Stock and Annual Incentive Plan			17
Proposal 3 — Exculpation Proposal			23
Proposal 4 — Advisory Say on Pay Proposal			24
Proposal 5 — Advisory Say on When Pay Vote Proposal			25
Proposal 6 — Ratification of Appointment of Independent Registered Public Accounting Firm			26
Audit Committee Matters			27
Audit Committee Report			27
Fees Paid to Our Independent Registered Public Accounting Firm			28
Audit and Non-Audit Services Pre-Approval Policy			28
Information Concerning Angi Executive Officers Who Are Not Directors			29
Compensation Discussion and Analysis			30
Compensation Committee Report			36
Compensation Committee Interlocks And Insider Participation			36
Executive Compensation			37
Overview			37
Summary Compensation Table			37
Grants of Plan-Based Awards in 2023			38
Outstanding Equity Awards at 2023 Fiscal Year-End			38
2023 Option Exercises and Stock Vested			41
Estimated Potential Payments Upon Termination or Change in Control			41
Pay Versus Performance Disclosure			44
Pay Ratio Disclosure			49
Director Compensation			50
Equity Compensation Plan Information			51
Security Ownership of Certain Beneficial Owners and Management			52
Certain Relationships and Related Person Transactions			55
Annual Reports			58
Proposals by Stockholders for Presentation at the 2025 Annual Meeting			58
Householding			58
Notice of Internet Availability of Proxy Materials			59
Appendix A — Compensation and Human Capital Committee Charter			A-1
Appendix B — Amended and Restated Angi Inc. Stock and Annual Incentive Plan			B-1
Appendix C — Proposed Charter Amendment			C-1

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PROXY STATEMENT
QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

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

In accordance with rules adopted by the Securities and Exchange Commission (the “SEC”), we have elected to deliver this proxy statement and our 2023 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 2023 Annual Report on Form 10-K online, as well as how to obtain printed copies of these materials by mail. We believe that the Notice Process allows us to provide our stockholders with the information they need in a more timely manner than if we had elected to mail printed materials, while reducing the environmental impact of, and lowering the costs associated with, the printing and distribution of our proxy materials.

The Notice is being mailed on or about May 2, 2024 to stockholders of record at the close of business on April 22, 2024 and this proxy statement and our 2023 Annual Report on Form 10-K will be available at www.proxyvote.com beginning on May 2, 2024. If you received a Notice by mail but would rather receive printed copies of our proxy materials, please follow the instructions included in the Notice. You will not receive a Notice if you have previously elected to receive printed copies of our proxy materials.

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

No. However, the Notice contains 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 telephone or by requesting and returning a written proxy card by mail, or (ii) at the Annual Meeting online at www.virtualshareholdermeeting.com/ANGI2024.

How do I participate in the Annual Meeting?

To participate in the Annual Meeting, go to www.virtualshareholdermeeting.com/ANGI2024 at the time and date of the Annual Meeting and enter the sixteen-digit control number included on your Notice, your proxy card or the instructions that accompanied your proxy materials.

Who is entitled to vote at the Annual Meeting?

Holders of Angi Class A common stock and Angi Class B common stock at the close of business on April 22, 2024, the record date for the Annual Meeting established by the Angi board of directors, are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.

At the close of business on April 22, 2024, there were 81,164,110 shares of Angi Class A common stock and 422,019,247 shares of Angi Class B common stock outstanding. Holders of Angi Class A common stock are entitled to one vote per share and holders of Angi Class B common stock are entitled to ten votes per share.

What is the difference between a stockholder of record and a stockholder who holds shares of Angi Class A common stock in street name?

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

You may examine a list of the stockholders of record as of the close of business on April 22, 2024 for any purpose germane to the Annual Meeting during normal business hours during the 10-day period preceding the date of the meeting and during the Annual Meeting online at www.virtualshareholdermeeting.com/ANGI2024.

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What shares are included on the enclosed proxy card?

If you are a stockholder of record only, you will receive a proxy card from Broadridge for all shares of Angi Class A common stock that you hold. If you hold your shares of Angi Class A common stock 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 these shares. If you are a stockholder of record and hold additional shares of Angi Class A common stock in street name, you will receive proxy materials from Broadridge and the third party or parties through which you hold these shares.

What are the quorum requirements for the Annual Meeting?

The presence 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 Angi Class A common stock and Angi Class B common stock at the Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online at www.virtualshareholdermeeting.com/ANGI2024 will be deemed to be in-person attendees for purposes of determining whether a quorum has been met. Shares of Angi Class A common stock and Angi 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.

What matters will Angi stockholders vote on at the Annual Meeting?

Angi stockholders will vote on the following proposals:

•

Proposal 1 — to elect thirteen members of the Angi 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 the Angi board of directors);

•

Proposal 2 — to approve the Amended and Restated Angi Inc. 2017 Stock and Annual Incentive Plan (the “2017 Stock Plan” and such proposal, the “Stock Plan Proposal”);

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Proposal 3 — to approve an amendment to our Amended and Restated Certificate of Incorporation to allow for officer exculpation as permitted by Delaware law (the “Exculpation Proposal”);

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Proposal 4 — to approve, on a non-binding, advisory basis, 2023 executive compensation (the “Advisory Say on Pay Proposal”);

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Proposal 5 — to vote, on a non-binding, advisory basis, on the frequency of future advisory votes on executive compensation (the “Advisory Say on When Pay Proposal”);

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Proposal 6 — to ratify the appointment of Ernst & Young LLP as our independent registered public accounting firm for the 2024 fiscal year; and

•

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

What are my voting choices when voting for director nominees and what votes are required to elect directors to the Angi board of directors?

You may vote in favor of or withhold votes for each director nominee.

The election of each of our director nominees requires the affirmative vote of a plurality of the total number of votes cast by holders of shares of Angi Class A common stock and Angi Class B common stock voting together as a single class (hereinafter collectively referred to as “Angi capital stock”), with each share of Angi Class A common stock and Angi Class B common stock representing the right to one and ten vote(s), respectively.

The Angi board of directors recommends that Angi stockholders vote FOR the election of each of the director nominees.

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What are my voting choices when voting on the Stock Plan Proposal and what votes are required to approve such proposal?

You may vote in favor of the Stock Plan Proposal, vote against such proposal or abstain from voting on such proposal.

The approval of the Stock Plan Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Angi capital stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter, voting together as a single class.

Angi’s board of directors recommends that Angi stockholders vote FOR the Stock Plan Proposal.

What are my voting choices when voting on the Exculpation Proposal and what votes are required to approve such proposal?

You may vote in favor of the Exculpation Proposal, vote against such proposal or abstain from voting on such proposal.

The approval of the Exculpation Proposal requires the affirmative vote of the holders of a majority of the outstanding shares of Angi capital stock, voting together as a single class.

Angi’s board of directors recommends that Angi stockholders vote FOR the Exculpation Proposal.

What are my voting choices when voting on the Advisory Say on Pay Proposal and what votes are required to approve the proposal?

You may vote in favor of the Advisory Say on Pay Proposal, vote against such proposal or abstain from voting on such proposal.

The approval of the Advisory Say on Pay Proposal requires the affirmative vote of the holders of a majority of the voting power of the shares of Angi capital stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter, voting together as a single class. As an advisory vote, the Advisory Say on Pay Proposal is not binding upon Angi or its board of directors.

Angi’s board of directors recommends that Angi stockholders vote FOR the Advisory Say on Pay Proposal.

What are my voting choices when voting on the Advisory Say on When Pay Proposal and what votes are required to approve the proposal?

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 Say on When Pay Proposal.

The approval of the Advisory Say on When Pay Proposal requires the affirmative vote of holders of a majority of the voting power of shares of Angi capital stock present at the Annual Meeting in person or represented by proxy, voting together as a single class. 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 Angi board of directors as 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 upon Angi or its board of directors. While the Angi board of directors is making a recommendation with respect to this proposal, Angi stockholders are being asked to vote for one of the choices specified above, and not whether they agree or disagree with the Angi board of directors’ recommendation.

Angi’s board of directors recommends that Angi stockholders vote for holding future say on pay votes once EVERY THREE YEARS.

What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as Angi’s independent registered public accounting firm for 2024 and what votes are required to ratify this appointment?

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

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The ratification of the appointment of Ernst & Young LLP as Angi’s independent registered public accounting firm for 2024 requires the affirmative vote of a majority of the voting power of shares of Angi capital stock present at the Annual Meeting in person or represented by proxy, voting together as a single class.

The Angi board of directors recommends that Angi stockholders vote FOR the ratification of the appointment of Ernst & Young LLP as Angi’s independent registered public accounting firm for 2024.

How does IAC’s ownership of all of the shares of Angi Class B common stock outstanding affect votes cast in connection with the Annual Meeting?

As of April 22, 2024 (the Annual Meeting record date), IAC beneficially owned and had the right to vote all of the shares of Angi Class B common outstanding, which holdings represented approximately % of the voting power of shares of Angi capital stock entitled to vote at the Annual Meeting. As a result, regardless of the vote of any other Angi stockholder, IAC has control over the vote on each matter submitted for stockholder approval at the Annual Meeting.

Could other matters be decided at the Annual Meeting?

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

If other matters are properly presented at the Annual Meeting for consideration, the two Angi officers who have been designated as proxies for the Annual Meeting, Shannon Shaw and Tanya M. Stanich, will each have the discretion to vote on those matters for stockholders who have submitted their proxy.

What do I need to do now to submit a vote?

The Angi board of directors is soliciting proxies for use at the Annual Meeting. Stockholders may submit proxies to instruct the designated proxies to vote their shares in any of three ways:

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Submitting a proxy online: Submit your proxy online at www.proxyvote.com. Internet proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Tuesday, June 11, 2024;

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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 voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Tuesday, June 11, 2024; 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 at www.virtualshareholdermeeting.com/ANGI2024 and vote your shares online at that time, even if you have previously submitted your vote. To do so, you will need the sixteen-digit control number included on your Notice, your proxy card or the instructions from your broker that accompanied your proxy materials.

For shares of Angi Class A common stock held in street name, holders may submit a proxy online or by telephone before the date of the Annual Meeting if their broker, bank and/or other holder of record makes these methods available. If you submit a proxy online or by telephone, DO NOT request and return a printed proxy card. If you hold your shares through a broker, bank and/or other holder of record, follow the voting instructions you receive from your broker, bank and/or other holder of record.

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

If you hold your shares of Angi Class A common stock in street name, you must provide your broker, bank and/or other holder of record with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted depends on the type of item being considered for a vote.

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Non-Discretionary Items. The election of directors, the Stock Plan Proposal, the Exculpation Proposal, the Advisory Say on Pay Proposal and the Advisory Say on When Pay Proposal are non-discretionary items and may NOT be voted on by your broker, bank and/or other holder of record absent specific voting instructions from you. If you do not provide your bank, broker and/or other holder of record with voting instructions, your shares of Angi Class A common stock will be represented by broker non-votes in the case of these proposals.

Discretionary Items. The ratification of Ernst & Young LLP as Angi’s independent registered public accounting firm for 2024 is a discretionary item. Generally, brokers, banks and/or other holders of record that do not receive voting instructions from you may vote on this proposal in their discretion, and these votes will be counted for purposes of determining a quorum.

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?

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 all of the proposals other than the election of directors. Shares represented by broker non-votes will have no effect on the outcome of any of the proposals to be voted on by stockholders at the Annual Meeting, other than the Exculpation Proposal, for which broker non-votes will have the same effect as a vote against such proposal.

Can I change my vote or revoke my proxy?

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 before the date of 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 at www.virtualshareholdermeeting.com/ANGI2024 (although virtual attendance at the Annual Meeting will not, by itself, change your vote or revoke a proxy).

To change your vote or revoke your proxy before the date of the Annual Meeting, follow the instructions provided on your Notice, proxy card or proxy materials to do so online or by telephone, or send a written notice or a new proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

If you hold your shares of Angi Class A common stock through a broker, bank and/or other holder of record, follow the instructions that you receive from your broker, bank and/or other holder of record if you wish to change your vote or revoke your proxy.

What if I do not specify a choice for a matter when submitting a proxy?

If you do not give specific instructions, proxies that are properly submitted will be voted FOR the election of all director nominees, FOR the Stock Plan Proposal, FOR the Exculpation Proposal, FOR the Advisory Say on Pay Proposal, for holding future say on pay votes once EVERY THREE YEARS and FOR the ratification of the appointment of Ernst & Young LLP as Angi’s independent registered public accounting firm for the 2024 fiscal year.

How are proxies solicited and who bears the related costs?

Angi bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitations by mail, directors, officers and employees of Angi may solicit proxies from stockholders by various means, including by telephone, e-mail, letter or in person.

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Following the initial mailing of the Notice and proxy materials, Angi will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of Angi Class A common stock and to request authority for the exercise of proxies. In such cases, Angi, upon the request of these holders of record, will reimburse these parties for their reasonable expenses.

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

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 at www.virtualsharesholdermeeting.com/ANGI2024 and vote at that time and/or would like copies of any of the documents referred to in this proxy statement, contact Angi Investor Relations at 1.212.314.7400 or ir@angi.com.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Proposal and Required Vote

At the upcoming Annual Meeting, a board of thirteen directors will be elected, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from the Angi board of directors). As described under the caption Information Concerning Director Nominations below, pursuant to an investor rights agreement between Angi and IAC, seven directors were nominated by IAC and the remaining six directors were nominated by the Angi board of directors. IAC has nominated Angela R. Hicks Bowman, Christopher Halpin, Kendall Handler, Joseph Levin, Glenn H. Schiffman, Mark Stein and Suzy Welch. The Angi board of directors has nominated Thomas R. Evans, Alesia J. Haas, Sandra Buchanan Hurse, Jeffrey W. Kip, Jeremy Philips and Thomas Pickett. All nominees, other than Messrs. Kip and Pickett, were previously elected to the Angi board of directors by Angi stockholders at the 2023 annual meeting of stockholders. Mr. Kip was appointed as a director in connection with his appointment as Chief Executive Officer of Angi on April 5, 2024 and Mr. Pickett, who was identified by Angi management, was appointed as a director in August 2023. Although Angi management does not anticipate that any of the director nominees will be unable or unwilling to stand for re-election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Angi board of directors.

The election of each Angi director nominee requires the affirmative vote of a plurality of the total number of votes cast by holders of shares of Angi capital stock, voting together as a single class.

The Angi board of directors recommends that Angi shareholders vote FOR the election of all director nominees.

Information Concerning Director Nominees

Background information about each director nominee is set forth below, including information regarding the specific experiences, characteristics, attributes and skills considered in connection with the nomination of each director nominee, all of which IAC and Angi’s board of directors believe provide Angi with the perspective and judgment needed to guide, monitor and execute its strategies.

Angela R. Hicks Bowman, age 51, who also goes by Angie Hicks, has been a director of Angi and served as our Chief Customer Officer since September 2017. Prior to serving in these roles, Ms. Hicks Bowman co-founded Angie’s List in 1995 and served as its Chief Marketing Officer from May 2000 to September 2017 and as a member of its board of directors from March 2013 to September 2017. Ms. Hicks Bowman earned a Bachelor of Arts in Economics from DePauw University, from which she received a Distinguished Alumni Award for Management and Entrepreneurship and the Robert C. McDermond Medal for Excellence in Entrepreneurship, and a Master of Business Administration degree from Harvard Business School. Ms. Hicks Bowman has received multiple awards for her entrepreneurial achievements, as well as her leadership in both the community and the technology field, including (among others) being awarded both the TechPoint Trailblazer Award and Harvard Business School’s Alumni Achievement Award in 2017. Ms. Hicks Bowman was nominated by IAC pursuant to the investor rights agreement. Ms. Bowman serves as Chief Customer Officer of Angi and has unique knowledge and experience regarding Angi and Angie’s List, as well as leadership and operational experience. Ms. Bowman gained this knowledge, skills and experience through her roles a Chief Customer Officer of Angi, as co-founder of Angie’s List and through her former role as Chief Marketing Officer of Angie’s List.

Thomas R. Evans, age 69, has been a director of Angi since September 2017. Mr. Evans served as President and Chief Executive Officer of Bankrate, Inc. (a digital publisher of consumer financial content and rate information (“Bankrate”)) from June 2004 to December 2013, during which time he also served as a member of the board of directors of Bankrate. Following his retirement from Bankrate, Mr. Evans served as an advisor to the board of directors of Bankrate through December 2015. Prior to his tenure at Bankrate, Mr. Evans served as Chairman and Chief Executive Officer of Official Payments Corp. (a company specializing in the online processing of consumer credit card payments for government taxes, fees and fines) from August 1999 to September 2003 and as President and Chief Executive Officer of GeoCities Inc. (a community of personal websites) from March 1998 to June 1999. Prior to his digital experience, Mr. Evans

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was a 20-year veteran of the print magazine business, having served as President and Publisher of U.S. News & World Report, President of The Atlantic Monthly and President and Publisher of Fast Company, which he launched in 1995. Mr. Evans has served as a member of the board of directors of Shutterstock, Inc. (a provider of stock photography, stock footage, stock music and editing tools) since March 2012. When concluding that Mr. Evans should serve as a director, the Angi board of directors considered his experience as a public company chief executive officer, as well as his extensive digital experience in a variety of industries, high level of financial literacy and insight into the media industry.

Alesia J. Haas, 47, has been a director of Angi since September 2017. Ms. Haas has served as Chief Financial Officer of Coinbase Global Inc. (a publicly traded cryptocurrency platform (“Coinbase”)) since April 2018. Prior to joining Coinbase, Ms. Haas served as Chief Financial Officer of Sculptor Capital Management, Inc. (formerly Och Ziff Capital Management LLC, a publicly traded, global institutional alternative asset manager (“Sculptor”)) from December 2016 to April 2018. Prior to joining Sculptor, Ms. Haas served as Chief Financial Officer of OneWest Bank, N.A. (a California based commercial bank (“OneWest Bank”)) from January 2013 until its acquisition by CIT Group Inc. in December 2015. Prior to her tenure as Chief Financial Officer of OneWest Bank, Ms. Haas served as Interim Chief Financial Officer of OneWest Bank from September 2012 to January 2013 and as Head of Strategy for OneWest Bank from March 2009 to August 2015. Ms. Haas has also served as a member of the board of directors of Vimeo, Inc. (“Vimeo”), since May 2021. When concluding that Ms. Haas should serve as a director, the Angi board of directors considered her experience as a public company chief financial officer, including her attendant risk oversight duties, and high level of financial literacy.

Christopher Halpin, age 47, has been a director of Angi since June 2022. He has served as Executive Vice President, Chief Financial Officer and Chief Operating Officer of IAC since February 2023 and prior to that time, served as Executive Vice President and Chief Financial Officer of IAC since January 2022. Prior to joining IAC, Mr. Halpin spent nearly a decade in leadership roles at the National Football League (the “NFL” or the “League”), most recently as NFL Executive Vice President and Chief Strategy & Growth Officer from December 2018 to January 2022, in which capacity he oversaw all strategic growth and development opportunities, including the League’s digital and sports betting strategies, data and analytics, and its expansion internationally. From March 2017 to December 2018, Mr. Halpin served as the League’s Chief Strategy Officer. Prior to (and from March 2017 to March 2018, contemporaneously with) this role, Mr. Halpin led the League’s Consumer Products Business from August 2014 to March 2018, including its activities in ecommerce and gaming, and before that time, he led strategy and business development for the League’s media business from June 2013 to August 2014. Before joining the NFL, Mr. Halpin was a Partner and Managing Director at Providence Equity Partners for thirteen years, during which time he led transactions across the firm’s media, entertainment and technology investments. Mr. Halpin began his career in the Merchant Banking Department of Goldman Sachs & Co. LLC. Mr. Halpin was nominated by IAC pursuant to the investor rights agreement. Mr. Halpin has extensive experience with consumer digital engagement and data and analytics across a range of technologies, platforms and businesses, as well as a high level of financial literacy and expertise regarding strategic transactions and investments.

Kendall Handler, age 39, has been a director of Angi since December 2020. She has served as Executive Vice President and Chief Legal Officer of IAC since January 2022, and prior to that time, served as Senior Vice President and General Counsel of IAC from January 2021 to January 2022. Prior to assuming these roles, Ms. Handler spent over three years overseeing all legal aspects of IAC’s mergers and acquisitions activity, first in her capacity as M&A Counsel of IAC and then as Vice President, M&A Counsel of IAC. Before joining IAC in 2017, Ms. Handler served for over six years as an associate at Wachtell, Lipton, Rosen & Katz, a New York City law firm, where she advised clients on mergers and acquisitions, corporate governance and other general corporate matters. Ms. Handler previously served as a member of the board of directors of Vimeo from May 2021 to June 2023. Ms. Handler was nominated by IAC pursuant to the investor rights agreement. Ms. Handler has expertise in mergers and acquisitions, strategic initiatives and corporate governance.

Sandra Buchanan Hurse, age 59, has been a director of Angi since November 2021. She has served as Managing Director, Chief Human Resources Officer of GCM Grosvenor (a leading global alternative asset firm) since May 2018. In this role, Ms. Hurse is responsible for overseeing GCM Grosvenor’s global human resources function, together with its office and real estate services. In addition to her role as Managing

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Director, Chief Human Resources Officer, Ms. Hurse serves as a member of GCM Grosvenor’s Office of the Chairman, as well as a member of the firm’s Environmental, Social and Governance and Diversity, Equity and Inclusion committees. Prior to her tenure at GCM Grosvenor, Ms. Hurse held various positions at Bank of America from 2013 to 2018, most recently serving as the Global Head of Human Resources for Corporate and Investment Banking. Prior to her tenure at Bank of America, Ms. Hurse held leadership roles in Talent Management and Talent Acquisition at Goldman Sachs & Co. LLC from 2006 to 2013 and JP Morgan Chase & Co. from 1998 to 2006. In her not-for-profit affiliations, Ms. Hurse serves as a member of the board of directors and the Human Resources Committee of The Harlem School of Arts, a member of the Council for Urban Professionals and as co-chair of its Nominating Committee and a member of the board of directors and Finance Committee of The Thurgood Marshall College Fund. Ms. Hurse received a Bachelor of Business Administration in Finance and Sociology from Bernard M. Baruch College and a Master of Business Administration in Marketing from the University of Michigan. When concluding that Ms. Hurse should serve as a director, the Angi board of directors considered her expertise in human resources, talent management and people operations, including her extensive expertise with people strategy gained through her leadership of various global human resources functions.

Jeffrey W. Kip, age 56, has served as a director and Chief Executive Officer of Angi Inc. since April 2024 and has served as Chief Executive Officer of Angi International (formerly HomeAdvisor International) since April 2016. Prior to his appointment as Chief Executive Officer of Angi, Mr. Kip served as President of Angi Inc. from November 2023 to April 2024. Prior to his service as Chief Executive Officer of Angi International, Mr. Kip served as Chief Financial Officer of IAC from March 2012 to April 2016. Before joining IAC, Mr. Kip served as Executive Vice President, Chief Financial Officer of Panera Bread Company (a national bakery-cafe concept in the United States and Canada (“Panera”)) from May 2006 to March 2012. From November 2003 until May 2006, Mr. Kip served as Panera’s Vice President, Finance and Planning, and as Vice President, Corporate Development from May 2003 until November 2003. From November 2002 until April 2003, Mr. Kip served as an Associate Director and Director at UBS (an investment banking firm), and from August 1999 until November 2002, as an Associate at Goldman Sachs & Co. LLC (an investment banking firm). Since May 2022, Mr. Kip has served on the board of directors of Berkshire Hills Bancorp, Inc. (a bank holding company) and its subsidiary, Berkshire Bank (the largest regional bank headquartered in Massachusetts and the operator of 130 branches in New England, New York and the Mid-Atlantic). When concluding that Mr. Kip should serve as a director, the Angi board of directors considered his unique knowledge and experience regarding Angi and its businesses, which he has gained through his roles as President of Angi and Chief Executive Officer of Angi International, as well as through his role as Chief Financial Officer of IAC prior to his tenure at Angi. The Angi board of directors also considered his high level of financial literacy and expertise regarding strategic transaction and investments.

Joseph Levin, age 44, has served as a director and Chairman of the Angi board of directors since September 2017 and previously served as Chief Executive Officer of Angi from October 2022 through April 2024. Mr. Levin has served as Chief Executive Officer and a director of IAC since June 2015. Prior to his appointment as Chief Executive Officer of IAC, Mr. Levin served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC’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 he previously served in various capacities at IAC in strategic planning, M&A and finance since joining IAC in 2003. Mr. Levin has also served as a member of the board of directors of MGM Resorts International since August 2020 and previously served as a director and Chairman of the board of directors of Vimeo (from May 2021 through March 2023), as a director of Match Group, Inc. ((“Match Group”) from October 2015 through September 2022) and as a member of 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. Mr. Levin was nominated by IAC pursuant to the investor rights agreement. Mr. Levin has unique knowledge and experience regarding Angi and its businesses that he has gained through his roles as Chairman and Chief Executive Officer of Angi, as well as through his various roles with IAC since 2003, most recently in his role as Chief Executive Officer of IAC. Mr. Levin has a high level of financial literacy and expertise regarding mergers and acqusitions, investments and other strategic transactions.

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Jeremy Philips, age 51, has been a director of Angi since November 2021. He has been a general partner of Spark Capital (a venture capital firm responsible for early-stage funding of technology startups) since May 2014. From January 2012 until May 2014, Mr. Philips invested in various private technology companies. From June 2010 to January 2012, Mr. Philips served as the Chief Executive Officer of Photon Group Limited (a holding company listed on the Australian Securities Exchange). From 2004 to 2010, Mr. Philips held various positions of increasing responsibility with News Corporation, most recently as Executive Vice President in the Office of the Chairman. Prior to his tenure at News Corporation, among other roles, Mr. Philips co-founded and served as Vice Chairman of ecorp (a publicly traded Internet holding company). Mr. Philips has served as a member of the board of directors of TripAdvisor, Inc. (a publicly traded online travel research company) since December 2011 and previously served as a member of the board of directors of Affirm Holdings, Inc. (a publicly traded financial technology company) from 2015 through December 2021. Mr. Philips also serves as a member of the board of directors of several private Internet companies. Mr. Philips is an adjunct professor at Columbia Business School and holds a Bachelor of Arts and a Bachelor of Laws from the University of New South Wales and a Master of Public Administration from the Harvard Kennedy School of Government. When concluding that Mr. Philips should serve as a director, the Angi board of directors considered his technology and marketplace expertise, as well as his strategic and operational experience acquired through his roles as a public company chief executive officer and other executive-level positions, high level of financial literacy and expertise regarding strategic investments and transactions.

Tom Pickett, age 55, has been a director of Angi since August 2023. He has served as Chief Revenue Officer of DoorDash, Inc. (a publicly traded leading local commerce platform (“DoorDash”)) since March 2020. Prior to joining DoorDash, Mr. Pickett served as Chief Executive Officer of Ellation (a global direct-to-consumer digital media company) from October 2014 to March 2020. From April 2004 to August 2014, Mr. Pickett served in various senior roles at Google, including roles involving general business operations, as Director of AdSense operations and as a member of the senior executive team of YouTube, most recently serving as Vice President of Content and Operations. Earlier in his career, Mr. Pickett served as an F/A-18 pilot in the U.S. Navy and was a “Top Gun” graduate. He holds a Bachelor of Science degree in Electrical Engineering, with honors, from Rensselaer Polytechnic Institute, and a Master of Business Administration from Harvard Business School. When concluding that Mr. Philips should serve as a director, the Angi board of directors considered his experience as Chief Revenue Officer of DoorDash, as well as his digital media, advertising and operational experience gleaned through his various other roles.

Glenn H. Schiffman, age 54, has served as a director of Angi since June 2017. He has served as Executive Vice President and Chief Financial Officer of Fanatics, Inc. (a global digital sports platform (“Fanatics”)) 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. Prior to his tenure at Fanatics, 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 from September 2017 until August 2019 and from February 2021 until July 2021. Prior to his tenure at IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, from March 2013. Prior to his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group (a merchant bank focused on advising and investing in the technology, media and telecommunications industries) from September 2011 to March 2013. Prior to joining The Raine Group, Mr. Schiffman served as Co-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and Head of Investment Banking Asia-Pacific 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 also served as a member of the board of directors of Match Group and Vimeo since September 2016 and May 2021, respectively, and has served as Chairman of the board of directors of Vimeo, Inc. since March 2023. He is a member of the National Committee on United States-China Relations and a member of the Duke Children’s National Leadership Council. In Mr. Schiffman’s philanthropic efforts he 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

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an Endowment at Washington and Lee University 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. Mr. Schiffman was nominated by IAC pursuant to the investor rights agreement. Mr. Schiffman previously served as Chief Financial Officer of Angi and has also gained unique knowledge and experience regarding Angi and its businesses through his former role as Executive Vice President and Chief Financial Officer of IAC. In addition, as a result of his public and private chief financial officer roles, Mr. Schiffman has risk management experience, as well as a high level of financial literacy and expertise regarding mergers and acqusitions, investments and other strategic transactions. Mr. Schiffman also has investment banking experience, which gives him particular insight into trends in capital markets and the technology and media industries.

Mark Stein, age 56, has served as a director of Angi since September 2017. Mr. Stein has served as Senior Advisor to IAC since March 2023. Prior to serving as Senior Advisor, Mr. Stein served as Executive Vice President and Chief Strategy Officer of IAC since January 2016. Prior to that time, Mr. Stein 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 served on the board of directors of Match Group from October 2015 through June 2020. Mr. Stein was nominated by IAC pursuant to the investor rights agreement. Mr. Stein has unique knowledge and experience regarding Angi and its businesses that he has gained through his various roles with IAC, as well as high levels of financial literacy and legal expertise, experience in operating a variety of online consumer service businesses and expertise regarding investments, partnerships and other strategic transactions.

Suzy Welch, age 64, has served as a director of Angi since September 2017. Ms. Welch is a Professor of Management Practice at NYU Stern, business journalist, public speaker and author of the New York Times bestseller 10-10-10: A Life Transforming Idea. Ms. Welch is also a co-author of the international best-sellers, The Real Life MBA and Winning. In addition to her writing and public speaking, Ms. Welch has served as a television commentator for numerous networks since 2002, and often can be seen on NBC and CNBC, where she serves as a commentator. She has also been a contributing editor for LinkedIn, anchoring major editorial projects. From 2010 to 2020, Ms. Welch also served as a curriculum advisor for The Jack Welch Management Institute, which she co-founded. Ms. Welch began her career working as a reporter for The Miami Herald from September 1981 through June 1985, after which she attended Harvard Business School, where she graduated as a Baker Scholar in 1988. She then worked as a management consultant at Bain & Co. before joining the Harvard Business Review as a senior editor in January 1995. She was named editor-in-chief in 2001, serving in that position until April 2002. Ms. Welch also serves on several private company and non-profit boards. Ms. Welch was nominated by IAC pursuant to the investor rights agreement. Ms. Welch has broad general business experience that she has gained through her Professorship at NYU Stern School of Business, her various affiliations with Harvard University and The Jack Welch Management Institute. She also has expertise in business leadership, strategy and organizational behavior, topics about which she has written and spoken extensively.

Corporate Governance

Controlled Company Status. Angi is subject to the Marketplace Rules (the “Marketplace Rules”) of The Nasdaq Stock Market, LLC (“Nasdaq”), which exempt “Controlled Companies” from certain Nasdaq corporate governance requirements. A “Controlled Company” is a company of which more than 50% of the voting power is held by an individual, group or another company. IAC controls more than 50% of the voting power of Angi capital stock and has filed a Statement of Beneficial Ownership on Schedule 13D (and related amendments) regarding its Angi holdings with the SEC. On this basis, Angi is relying on the exemption for Controlled Companies from certain Nasdaq requirements, specifically, those that would otherwise require:

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that a majority of the Angi board of directors consists of “independent” directors, as such term is defined in the Marketplace Rules; and

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Angi to have a nominating/governance committee composed entirely of “independent” directors with a written charter addressing the committee’s purpose and responsibilities.

Pursuant to an investor rights agreement between Angi and IAC, we are obligated to avail ourselves of the exemption for Controlled Companies from certain Nasdaq requirements for so long as IAC controls more than 50% of Angi capital stock (and except as may be otherwise consented to by IAC).

Leadership Structure. Our business and affairs are overseen by the Angi board of directors, which currently has thirteen members. The Angi board of directors has an Audit Committee and a Compensation and Human Capital Committee. The Audit and Compensation and Human Capital Committees are both comprised solely of independent directors. For more information regarding director independence and our Board committees, see the discussion under Director Independence on page 14 and The Board and Board Committees beginning on page 15. All of our directors play an active role in board matters, are encouraged to communicate among themselves and directly with our Chairman and our Chief Executive Officer and have full access to Angi management at all times.

Our independent directors meet in scheduled executive sessions without management present at least twice a year and may schedule additional meetings as they deem appropriate. Angi does not have a lead independent director or any other formally appointed leader for these sessions. The independent membership of Angi’s Audit and Compensation and Human Capital Committees ensures that directors with no ties to Angi management are charged with oversight for all financial reporting and compensation related decisions made by Angi management. At each regularly scheduled board meeting, the Chairperson of each of these committees will provide the full board of directors with an update of all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last regularly scheduled board meeting.

Mr. Kip serves as our Chief Executive Officer and Mr. Levin serves as our Chairman. We believe that this leadership structure provides us with the benefit of a full-time Chief Executive Officer dedicated to focusing on the day-to-day management and continued growth of Angi and its various businesses, coupled with the oversight of our strategic goals and vision by a Chairman who has a wealth of unique knowledge and experience regarding Angi and its businesses, as well as public company expertise. At this time, we believe that this leadership structure is the most appropriate one for Angi and its stockholders.

Risk Oversight. Angi management is responsible for assessing and managing Angi’s exposure to various risks on a day-to-day basis, which responsibilities include the creation of appropriate risk management programs and policies. Angi management has developed and implemented guidelines and policies to identify, assess and manage significant risks facing Angi.

In developing this framework, Angi 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 Angi stockholder value. The Angi board of directors is responsible for overseeing Angi management in the execution of its responsibilities and for assessing Angi’s approach to risk management. The Angi board of directors exercises these responsibilities periodically as part of its meetings and through discussions with Angi management, as well as through the Audit Committee (which examines various components of financial and cybersecurity risks, among other risks) and the Compensation and Human Capital Committee (which examines compensation-related and workplace conduct risks, among other risks) as part of their responsibilities.

Information security and cybersecurity are key components of risk management at Angi. We assess, identify and manage cybersecurity risks as part of a comprehensive information security program that is intended to be aligned with standard industry frameworks, such as International Organization for Standardization (IOS) 27000 and the National Institute of Standards and Technology (NIST) Cyber Security Framework. The Angi board of directors is responsible for overseeing Angi management’s execution of its cybersecurity responsibilities, including our approach to cybersecurity risk management. The Angi board of directors executes this oversight in coordination with our Audit Committee, which pursuant to its charter, assists the Board with risk assessment and risk management policies as they relate to cybersecurity risk exposure (among other risk exposures), as well as part of its regularly scheduled meetings and through discussions with Angi management on an as needed basis.

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Certain compensation-related matters are also key components of risk management at Angi, with Angi periodically conducting risk assessments of its compensation policies and practices for its employees, including those related to its executive compensation programs. The goal of these assessments is to determine whether the general structure of Angi’s compensation policies and programs and the administration of these programs pose any material risks to Angi. Any material findings as a result of these assessments are discussed with the Compensation and Human Capital Committee and, where appropriate, the Angi board of directors. Based upon these assessments, Angi believes that its compensation policies and programs do not encourage excessive or unnecessary risk taking and are not reasonably likely to have a material adverse effect on Angi.

In addition, an overall review of risks is inherent in the consideration by the Angi board of directors of Angi’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 role of the Angi board of directors in risk oversight of Angi is consistent with its leadership structure, with Angi’s Chairman, Chief Executive Officer and other members of Angi senior management having responsibility for assessing and managing Angi’s risk exposure, and the Angi board of directors and its committees providing oversight in connection with these efforts.

Hedging Policies and Practices. Angi’s securities trading policy provides that no director, officer or employee of Angi and its businesses may engage in transactions in publicly traded options, such as puts, calls and other derivative securities, relating to securities of Angi, or engage in short sales with respect to securities of Angi and/or its publicly traded affiliates. This prohibition extends to any and all forms of hedging and monetization transactions, such as zero-cost collars and forward sale contracts (among other transactions).

Clawback Policy. In 2023, Angi adopted a clawback policy in accordance with the final Nasdaq rules implementing the incentive-based compensation recovery provisions of the Dodd-Frank Act Wall Street Reform and Consumer Protection Act. This policy provides for the mandatory recovery of erroneously awarded “incentive-based compensation” from current and former “executive officers” (as such terms are defined in the final rules) of Angi in the event of accounting restatements as specified in the final rules. The recovery of such compensation applies regardless of whether a given executive officer engaged in misconduct or otherwise caused or contributed to the relevant accounting restatement.

Stock Ownership Policy. Angi has a stock ownership policy to further align the interests of its named executive officers (“NEOs”) with those of its stockholders. The policy requires each of the Chief Executive Officer, Chief Financial Officer and other NEOs to hold a minimum number of shares of Angi Class A common stock by the fifth anniversary of their date of hire into an eligible position as follows: 1,000,000 shares for the Chief Executive Officer, 125,000 shares for the Chief Financial Officer and 75,000 shares for each other NEO. Angi NEOs generally must retain 25% of the net shares acquired upon the vesting or exercise of Angi equity awards (gross shares of Angi Class A common stock acquired upon vesting or exercise less shares of Angi Class A common stock sold or withheld to cover the exercise price (if applicable) and taxes due in connection with such vesting or exercise) until the applicable stock ownership guideline level is achieved. As of the date of the filing of this proxy statement, each of Messrs. Russakoff, Fleischman and Shanmugasundaram had achieved his stock ownership target, holding 189,341, 326,989 and 172,254 shares of Angi Class A common stock, respectively.

Mr. Kip was appointed Chief Executive Officer of Angi on April 5, 2024 and must achieve his stock ownership guideline level by April 5, 2029. As of the date of this proxy statement, he holds 383,257 shares of Angi Class A common stock.

Mr. Levin served as Chief Executive Officer of Angi from October 10, 2022 through April 5, 2024 and has also served as Chief Executive Officer of IAC since June 2015. During his tenure as in this role in 2023, Mr. Levin complied with IAC’s fulsome stock ownership policy. Angi believes that as a result, he effectively bore the risk of holding shares of Angi Class A common stock through his sizable IAC common stock holdings given the impact that Angi’s results and the price per share of Angi Class A common stock had on the price per share of IAC common stock during 2023. For additional information regarding Mr. Levin’s compliance with IAC’s stock ownership policy, see the disclosure under the caption Compensation

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Discussion and Analysis — Stock Ownership Policy in IAC’s definitive proxy statement filed with the SEC in connection with its 2024 annual meeting of stockholders (the “IAC 2024 Proxy Statement”).

Director Independence. Under the Marketplace Rules, the Angi board of directors has a responsibility to make an affirmative determination that those members of the Angi board of directors who serve as independent directors do not have any relationships with Angi or its businesses that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. When making independence determinations, the Angi board of directors reviews information regarding transactions, relationships and arrangements relevant to independence, including those required by the Marketplace Rules. Specifically, the Angi board of directors considers that in some cases in the ordinary course of business, Angi and its businesses and affiliates (including IAC and its other subsidiaries) may sell products and services to, and/or purchase products and services from, companies at which directors (or certain of their family members) are employed or serve as directors, or over which directors (or certain of their family members) may otherwise exert control and, if so, whether any payments were made to (or received from) such entities by Angi and its businesses and affiliates (including IAC and its other subsidiaries). Information relevant to independence determinations is obtained from director responses to questionnaires circulated by Angi management, as well as from Angi records and publicly available information. Once an independence determination is made, Angi management monitors those transactions, relationships and arrangements that were relevant to such determination, as well as periodically solicits updated information potentially relevant to independence from internal personnel and directors, to determine whether there have been any developments that could potentially have an adverse impact on prior independence determinations.

The Angi board of directors has determined that each of Messrs. Evans, Philips and Pickett and Mses. Haas, Hurse and Welch, are independent. In all cases, no relationships of the type that would preclude a determination of independence under the Marketplace Rules or otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of a director were identified for consideration.

Of the remaining seven director nominees (Mses. Hicks Bowman and Handler, and Messrs. Kip, Levin, Halpin, Schiffman and Stein), all are officers or former officers of Angi or IAC. Given these relationships, none of these directors was determined to be independent.

In addition to the satisfaction of the director independence requirements set forth in the Marketplace Rules, the Angi board of directors also has concluded that the members of the Audit and Compensation and Human Capital Committees have satisfied separate independence requirements under the current standards imposed by the SEC and the Marketplace Rules for audit and compensation committee members.

Director Nominations. Pursuant to an investor rights agreement between Angi and IAC, IAC has the right to nominate a certain number of Angi directors (currently seven) corresponding to its degree of equity and voting interest in us until such time as its equity and voting interest are both less than 10%, as well as appoint replacements of its designated directors should such individuals become unable or unwilling to serve. IAC has nominated Messes. Hicks Bowman and Handler and Messrs. Halpin, Kip, Levin, Schiffman and Stein, and the remaining six directors (Messrs. Evans, Philips and Pickett and Mses. Haas, Hurse and Welch) were nominated by the Angi board of directors.

As a result of IAC’s rights under the investor rights agreement and the Controlled Company exemption, the Angi board of directors does not have a nominating committee or other committee performing similar functions nor any formal policy on nominations. While there are no specific requirements for eligibility to serve as a member of the Angi board of directors, in evaluating candidates, the Angi board of directors will consider (regardless of how the candidate was identified or recommended) whether the professional and personal ethics and values of the candidate are consistent with those of Angi, 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 work of the Angi board of directors and whether the candidate is prepared and qualified to represent the best interests of Angi’s stockholders. The Angi board of directors believes that the interests of Angi stockholders are best served when the Angi board of directors has a diverse balance of experience, skills and characteristics because it encourages a fuller discussion on board topics from a variety of viewpoints and with the benefit of many different experiences. Although the Angi board of directors does not have a formal diversity policy, the Angi board of directors considers the overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of

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other board members. Angi believes that the current board composition represents diverse experience and skills appropriate to Angi’s business. As contemplated by the board diversity requirements set forth in the Marketplace Rules, certain gender and demographic information for the Angi board of directors is set forth in the following matrix:

	Board Diversity Matrix (as of May 2, 2024)
	Board Size:
	Total Number of Directors					13

	Female		Male		Non- Binary		Did Not Disclose Gender
Part I: Gender Identity
Directors		4		8		—		1
Part II: Demographic Background
African American or Black		1		—		—		—
Alaskan Native or Native American		—		—		—		—
Asian		—		—		—		—
Hispanic or Latinx		—		—		—		—
Native Hawaiian or Pacific Islander		—		—		—		—
White		3		8		—		—
Two or More Races or Ethnicities		—		—		—		—
LGBTQ+		—		—		—		—
Did Not Disclose Demographic Background		—		—		—		1

The Angi board of directors does not have a formal policy regarding the consideration of director nominees recommended by stockholders, as to date, Angi has not received any such recommendations. However, the Angi board of directors would consider such recommendations, if made in the future. Stockholders who wish to make such a recommendation should send the recommendation to Angi Inc., 130 East Washington Street, Suite 1100, Indianapolis, Indiana 46204, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a “Director Nominee Recommendation.” The letter must identify the author as a stockholder, provide a brief summary of the candidate’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’s stock ownership. Any director recommendations will be reviewed by the Corporate Secretary and the Chairman and, if deemed appropriate, will be shared with the full Angi board of directors for further review.

Communications with the Angi Board. Stockholders who wish to communicate with the Angi board of directors or a particular director may send such communication to Angi Inc., 130 East Washington Street, Suite 1100, Indianapolis, Indiana 46204, Attention: Corporate Secretary.

The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder — Board Communication” or “Stockholder — Director Communication.” All such letters must identify the sender as a stockholder, provide evidence of the sender’s stock ownership and clearly state whether the intended recipients are all members of the Angi board of directors or a particular director or directors. The Corporate Secretary will then review such correspondence and forward it to the Angi board of directors (or to the specified director(s)), if appropriate.

The Board and Board Committees

The Board. The Angi board of directors met four times and took action by written consent one time in 2023. All incumbent directors attended at least 75% of the meetings of the board and the board committees on which they served during 2023. Directors are not required to attend annual meetings of Angi stockholders. Two members of the Angi board of directors attended Angi’s 2023 annual meeting of stockholders.

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The Angi board of directors currently has two standing committees: the Audit Committee and the Compensation and Human Capital Committee.

Audit Committee. The members of the Audit Committee are Messrs. Evans and Philips and Ms. Haas, with Ms. Haas serving as the Chairperson of such committee. The Audit Committee met eight times and did not take any action by written consent in 2023.

The Audit Committee is appointed by the Angi board of directors and functions pursuant to a written charter adopted by the Angi board of directors, the current version of which was attached as Appendix A to the proxy statement for Angi’s 2023 annual meeting of stockholders, which was filed with the SEC on May 1, 2023. The Audit Committee assists the Angi board of directors with a variety of matters described in its charter, which include monitoring: (i) the integrity of Angi’s financial statements, (ii) the effectiveness of Angi’s internal control over financial reporting, (iii) the qualifications and independence of Angi’s independent registered public accounting firm, (iv) the performance of Angi’s internal audit function and independent registered public accounting firm, (v) Angi’s risk assessment and risk management policies as they relate to financial, cybersecurity and other risk exposures, and (vi) the compliance by Angi with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among itself, Angi’s independent registered public accounting firm, Angi’s internal auditors and Angi management. The formal report of the Audit Committee is set forth on page 27.

The Angi board of directors has concluded that Ms. Haas is an “audit committee financial expert,” as such term is defined in applicable SEC and Marketplace Rules and has satisfied the independence requirements set forth therein.

Compensation and Human Capital Committee. The members of the Compensation and Human Capital Committee are Mr. Evans and Mses. Haas, Hurse and Welch, with Mr. Evans serving as the Chairperson of the committee. The Compensation and Human Capital Committee met two times and took action by written consent ten times in 2023. The former Executive Compensation Committee (consisting of Mr. Evans and Mses. Haas and Hurse, with Mr. Evans serving as the Chairperson) met once and took action by written consent one time in 2023 before it was dissolved and the Compensation and Human Capital Committee assumed all duties and responsibilities that previously resided with the Executive Compensation Committee in June 2023.

The Compensation and Human Capital Committee is appointed by the Angi board of directors and functions pursuant to a written charter adopted by the Angi board of directors, the most recent version of which is attached as Appendix A to this proxy statement. The Compensation and Human Capital Committee assists the Angi board of directors with all matters relating to, and has overall responsibility for approving and evaluating, all Angi compensation plans, policies and programs, including overall responsibility for approving and evaluating all Angi compensation plans, policies and programs in which Angi executive officers are the exclusive participants and any Angi compensation plans, policies and programs that may affect such officers.

The Compensation and Human Capital Committee also has oversight responsibility for Angi’s risk assessment and management policies related to workplace conduct. The Compensation and Human Capital Committee may form and delegate authority to subcommittees and may delegate authority to one or more of their respective members. In addition, the Compensation and Human Capital Committee may also delegate to one or more specified Angi officers its authority to make grants of equity-based compensation to the extent allowed under applicable law.

For additional information on Angi’s processes and procedures for the consideration and determination of executive compensation and the role of the Compensation and Human Capital Committee, Angi management and consultants, see the discussion under Compensation Discussion and Analysis generally beginning on page 30. The report of the Compensation and Human Capital Committee is set forth on page 36.

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PROPOSAL 2 — STOCK PLAN PROPOSAL

Proposal and Required Vote

On April 19, 2024, the Angi board of directors approved the amendment and restatement of the Company’s 2017 Stock and Annual Incentive Plan (the “2017 Stock Plan” and, as proposed to be amended and restated, the “Amended and Restated 2017 Stock Plan”), subject to stockholder approval at the 2024 Annual Meeting. The Amended 2017 and Restated Stock Plan would, among other changes discussed below, add an additional 25 million shares to the existing 2017 Stock Plan share reserve.

Approval of the Amended and Restated 2017 Plan (the “Stock Plan Proposal”) requires the affirmative vote of the holders of a majority of the voting power of shares of Angi capital stock present in person or represented by proxy, voting together as a single class.

The Angi board of directors recommends that Angi stockholders vote FOR the Stock Plan Proposal.

Overview

The purpose of the Amended and Restated 2017 Stock Plan is to give Angi a competitive advantage in attracting, retaining and motivating officers and employees and to provide them with incentives that are directly linked to the future growth and profitability of Angi and its businesses.

Equity compensation is a critical component of Angi’s long-term compensation philosophy. We believe that providing employees with an equity stake in Angi’s business is essential to create compensation opportunities that can compete, on a risk-adjusted basis, with entrepreneurial employment alternatives. We believe that ownership shapes behavior, and that by providing a meaningful part of compensation in the form of equity awards, we align incentives for Angi’s employees with the interests of Angi’s stockholders. The Amended and Restated 2017 Stock Plan is designed to reinforce this alignment.

Principal Changes to the 2017 Stock Plan

The principal changes to the existing 2017 Stock Plan, all of which are reflected in the Amended and Restated 2017 Plan (a copy of which is attached as Appendix B to this proxy statement), are as follows:

•

Increase in Share Pool: a 25 million increase in the aggregate number of shares issuable under the existing 2017 Stock Plan;

•

Deletion of 162(m)-related provisions: because the exemption for qualified performance-based compensation was deleted from Section 162(m) of the Internal Revenue Code of 1986, as amended, in connection with the Tax Cuts and Jobs Act of 2017, existing 2017 Stock Plan provisions intended to comply with, or otherwise relating to, the former 162(m) exemption have been deleted from the Amended and Restated 2017 Stock Plan; and

•

Extension of Term: the Amended and Restated 2017 Stock Plan contemplates an extension of the term of the existing 2017 Stock Plan by an additional 10 years (through 2034).

Changes to the existing 2017 Stock Plan also include certain other administrative or clarifying changes.

Summary of Share Usage Under Existing Equity Compensation Plans

The following table includes information regarding the approximate number of outstanding Angi equity awards and shares of Angi Class A common stock available for future equity award grants under the existing 2017 Stock Plan and the approximate total number of shares of Angi Class A common stock outstanding, in all cases, as of March 31, 2024:

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	Total shares underlying outstanding Angi SARs and stock options			792,000
	Weighted average exercise price of outstanding Angi stock options			$7.34
	Weighted average remaining contractual life of outstanding Angi stock options			2.2 years
	Total shares underlying outstanding Angi restricted stock units (“Angi RSUs”) (including performance-based Angi RSUs, assuming the maximum potential payout)			26.9 million
	Total shares of Angi Class A common stock available for grant(1)			10.2 million
	Total shares of Angi Class A common stock outstanding			81.4 million

(1)

Does not reflect a grant of 2,800,000 performance restricted stock units to Mr. Kip in connection with his appointment as Chief Executive Officer of Angi in April 2024. For a description of such award, see Angi’s Current Report on Form 8-K filed with the SEC on April 9, 2024 and the performance stock unit agreement filed as Exhibit 10.2 thereto.

In addition, does not reflect gross shares of Angi Class A common stock potentially issuable upon the settlement of equity award denominated in shares of Angi subsidiaries, based on the estimated value of such awards as of March 31, 2024. See the disclosure set forth under the captions Equity Compensation Plan Information on page 51 and Equity Instruments Denominated in Shares of Certain Subsidiaries in Note 10 — Stock-Based Compensation to Angi’s consolidated financial statements on page 79 of Angi’s annual report on Form 10-K for the fiscal year ended December 31, 2023.

Basis for Requested Share Reserve Increase

Based on a review of Angi’s historical practices, the Angi board of directors believes that the number of shares that would be available for issuance under the Amended and Restated 2017 Stock Plan, if the proposed increase in the share pool is approved, would be sufficient to cover equity awards to be granted to Angi employees for at least two to three years. In each of 2023, 2022 and 2021, the number of shares of Angi Class A common stock underlying Angi equity awards granted was approximately 17.2 million shares, 21.5 million shares and 15.7 million shares, respectively. These numbers of shares exclude shares of Angi Class A common stock issued in settlement of equity awards denominated in the shares of a subsidiary during each such year.

Expectations regarding future share utilization under the Amended and Restated 2017 Stock Plan are based on a number of assumptions regarding factors such as future growth in the population of eligible participants, the rate of future compensation increases, the rate at which shares of Angi Class A common stock are returned to the share reserve as a result of forfeitures, cancellations and the like, and future Angi Class A common stock price performance. While Angi believes that the assumptions utilized are reasonable, future share usage will differ from current expectations to the extent that actual events differ from the actual assumptions utilized.

Summary of Terms of the Amended and Restated 2017 Stock Plan

The principal features of the Amended and Restated 2017 Stock Plan are set forth below. This summary is qualified in its entirety by reference to the full text of the Amended and Restated 2017 Stock Plan, a copy of which is attached as Appendix B to this proxy statement.

Administration. The Amended and Restated 2017 Stock Plan is administered by the Compensation and Human Capital Committee (or such other committee of the board of directors as the Angi board of directors may from time to time designate, and for purposes of this summary, the “Committee”). Among other things, the Committee has the authority to select individuals to whom awards are granted, determine the types of awards granted, the number of shares of Angi Class A common stock underlying awards granted and the terms and conditions of awards.

Term. Awards may be granted under the Amended and Restated 2017 Stock Plan for ten years following the date on which Angi stockholders approve the Amended and Restated 2017 Stock Plan.

Eligibility. Awards may be granted under the Amended and Restated 2017 Stock Plan to current or prospective officers, employees, directors and consultants of Angi and its subsidiaries and affiliates. We had approximately 3,800 employees and seven non-employee directors as of December 31, 2023, all of whom would have been eligible to receive awards under the Amended and Restated 2017 Stock Plan. In addition, awards may be granted to IAC employees in connection with the conversion of IAC equity awards into awards

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denominated in shares of Angi Class A common stock in connection with a spin-off of Angi from IAC, as provided in the existing 2017 Stock Plan and by the employee matters agreement to which Angi and IAC are parties and was entered into in 2017. See the disclosure set forth under the caption Certain Relationships and Related Party Transactions — Relationships Involving Significant Stockholders — Arrangements Related to the Combination — Employee Matters Agreement on page 56.

Shares Subject to the Amended and Restated 2017 Stock Plan. The Amended and Restated 2017 Stock Plan provides that the maximum number of shares of Angi Class A common stock that may be delivered pursuant to awards under the plan would be the original 75,000,000 shares authorized under the existing 2017 Stock Plan, plus an additional 25,000,000 shares of Angi Class A common stock. The maximum number of shares that may be granted pursuant to incentive stock options is the same number.

The shares of Angi Class A common stock subject to grant under the Amended and Restated 2017 Stock Plan may be made available from authorized but unissued shares or from treasury shares, as determined from time to time by the Committee. To the extent that any award is forfeited, or any stock option or stock appreciation right terminates, expires or lapses without being exercised or any award is settled for cash, the shares of Angi Class A common stock underlying such awards will again be available for awards under the Amended and Restated 2017 Stock Plan. If the exercise price of a stock option and/or the tax withholding obligations relating to an award are satisfied by delivering shares of Angi Class A common stock (by either actual delivery or by attestation), only the number of shares of Angi Class A common stock issued net of the shares delivered or attested to will be deemed delivered for purposes of the limits set forth in the Amended and Restated 2017 Stock Plan. To the extent any shares of Angi Class A common stock underlying an award are withheld to satisfy the exercise price of a stock option and/or the tax withholding obligations relating to an award, such shares shall be deemed not delivered for purposes of the limits set forth in the Amended and Restated 2017 Stock Plan.

The foregoing share limits are subject to adjustment in certain circumstances to prevent dilution or enlargement.

Stock Options and SARs. The Amended and Restated 2017 Stock Plan provides for the award of stock options and stock appreciation rights (“SARs”). Stock options can either be incentive stock options (“ISOs”) or non-qualified stock options and SARs can be granted either alone or in tandem with stock options. The exercise price of stock options and SARs cannot be less than 100% of the Fair Market Value (defined below) of Angi Class A common stock on the grant date. The Amended and Restated 2017 Stock Plan defines Fair Market Value as the closing price of Angi Class A common stock on the grant date, unless otherwise determined by the Committee. The closing price of Angi Class A common stock, as reported on the Nasdaq Stock Market, on May 1, 2024 was $2.18 per share. Stock options and SARs cannot be repriced without stockholder approval.

Holders of stock options may pay the exercise price: (i) in cash, (ii) if approved by the Committee, in shares of Angi Class A common stock (valued at Fair Market Value), (iii) with a combination of cash and shares of Angi Class A common stock, (iv) by way of a cashless exercise through a broker approved by Angi or (v) by withholding shares of Angi Class A common stock otherwise receivable on exercise. The Committee determines the term of stock options and SARs, which term may not exceed ten years from the grant date. The Committee determines the vesting and exercise schedules for stock options and SARs, which the Committee may waive or accelerate at any time, and the extent to which these awards will be exercisable after a termination of employment. Generally, unvested stock options and SARs terminate upon a termination of employment and vested stock options and SARs remain exercisable for one (1) year after death, disability or retirement and for ninety (90) days after a termination of employment for any other reason. Vested stock options and SARs also terminate upon a termination of employment for cause. Stock options and SARs are transferable only by will or the laws of descent and distribution or pursuant to a qualified domestic relations order or, in the case of non-qualified stock options or SARs, as otherwise expressly permitted by the Committee (including, if so permitted, pursuant to a transfer to family members or a charitable organization, whether directly or indirectly or by means of a trust or partnership or otherwise).

Restricted Stock. The Amended and Restated 2017 Stock Plan provides for the award of shares of Angi Class A common stock that are subject to forfeiture and restrictions on transferability as set forth in

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the Amended and Restated 2017 Stock Plan and as may be otherwise determined by the Committee (“Restricted Stock”). Except for these restrictions and any others imposed by the Committee, upon the grant of an award of Restricted Stock, holders will have rights of a stockholder with respect to the shares of Restricted Stock, including the right to vote such shares and to receive all dividends and other distributions paid or made with respect to such shares, on such terms as will be set forth in the applicable award agreement. Unless otherwise determined by the Committee: (i) cash dividends on shares of Restricted Stock shall be automatically reinvested in additional shares of Restricted Stock and (ii) dividends payable in shares of Angi Class A common stock shall be paid in the form of additional shares of Restricted Stock, which in both cases, shall vest in accordance with the vesting schedule of the initial award. Grants of Restricted Stock awards under the Amended and Restated 2017 Stock Plan may or may not be subject to performance conditions. Shares of Restricted Stock may not be sold, transferred, pledged, exchanged or otherwise encumbered prior to vesting.

RSUs. The Amended and Restated 2017 Stock Plan provides for the award of restricted stock units (“RSUs”) denominated in shares of Angi Class A common stock that will be settled, subject to the terms and conditions of the RSUs, in cash, shares of Angi Class A common stock or a combination thereof, based upon the Fair Market Value of the number of shares of Angi Class A common stock vesting. RSUs are not shares of Angi Class A common stock and as a result, holders of RSUs do not have rights of a stockholder. RSU award agreements will specify whether, to what extent and on what terms and conditions the shares of Angi Class A common stock underlying awards will be credited for dividends (if at all). RSUs granted under the Amended and Restated 2017 Stock Plan may or may not be subject to performance conditions. RSUs may not be sold, transferred, pledged, exchanged or otherwise encumbered prior to vesting.

Other Stock-Based Awards. The Amended and Restated 2017 Stock Plan also provides for the award of other Angi Class A common stock-based awards and awards that are valued in whole or in part by reference to (or are otherwise based on) shares of Angi Class A common stock (including unrestricted stock, dividend equivalents and convertible debentures).

Cash-Based Awards. Lastly, the Amended and Restated 2017 Stock Plan provides for cash-based awards settleable in cash, shares of Angi Class A common stock or a combination thereof.

Performance Goals. The Amended and Restated 2017 Stock Plan provides that performance goals may be established by the Committee in connection with the grant of any award under the Amended and Restated 2017 Stock Plan.

Change in Control. Unless otherwise provided by the Committee, in the event that, upon a termination of employment (other than for cause or disability) or resignation for good reason during the two (2) year period following a change in control:

•

all stock options and SARs outstanding as of the date of termination or resignation that were outstanding as of the date of the change in control will become fully vested and exercisable and will remain exercisable for the greater of: (i) the period that they would have remained exercisable absent the change in control provision and (ii) the lesser of the original term or one (1) year following such termination or resignation;

•

all restrictions applicable to all Restricted Stock outstanding as of the date of termination or resignation that were outstanding as of the date of the change in control will lapse and such Restricted Stock will become fully vested and transferable; and

•

all RSUs outstanding as of the date of termination or resignation that were outstanding as of the date of the change in control will become fully vested and such RSUs will be settled in cash or shares of IAC common stock as promptly as practicable.

Amendment and Discontinuance. The Amended and Restated 2017 Stock Plan may be amended, altered or discontinued by the Angi board of directors, but no amendment, alteration or discontinuance may impair the rights of award holders without their consent. Amendments to the Amended and Restated 2017 Stock Plan will require stockholder approval to the extent such approval is required by applicable law or the listing standards of the applicable exchange.

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Plan Benefits

Because the Committee, in its discretion, will select the participants who receive awards and the timing, size and types of those awards, we cannot currently determine the awards that will be made to particular individuals or groups under the Amended and Restated 2017 Stock Plan, other than with respect to non-employee directors, whose compensation arrangements are set forth under the caption Director Compensation below. For illustrative purposes only, the following table sets forth equity-based awards granted in 2023 to the individuals and groups listed below pursuant to the existing 2017 Stock Plan.

	Number of RSUs
Joseph Levin		—
Jeffrey W. Kip		2,200,000
Andrew Russakoff		400,000
David Fleischman		1,766,784
Kulesh Shanmugasundaram		800,000
All executive officers, as a group		5,166,784
All non-employee directors, as a group		571,690
All other employees, as a group		11,413,980

For more information regarding grants made to Angi’s named executives and non-employee directors in 2023, see the Grants of Plan-Based Awards in 2023 on page 38 and the table set forth under the caption Director Compensation on page 50.

U.S. Federal Income Tax Consequences

The following is a summary of certain federal income tax consequences to Angi and to participants subject to United States’ taxation with respect to awards granted under the Amended and Restated 2017 Stock Plan based upon the laws in effect as of the date of this proxy statement. The discussion is general in nature and does not take into account a number of considerations which may apply in light of individual circumstances under the Amended and Restated 2017 Stock Plan. Income tax consequences under applicable state and local tax laws may not be the same as under federal income tax laws.

Non-Qualified Stock Options. A participant will not recognize taxable income when a non-qualified stock option is granted and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) upon the exercise of a non-qualified stock option equal to the excess of the Fair Market Value of the shares of Angi Class A common stock purchased over their exercise price and we generally will be entitled to a corresponding deduction. Upon a disposition of Angi Class A common stock by the participant, any difference between the sale price and the participant’s exercise price, to the extent not recognized as taxable income as provided above, is treated as long-term or short-term capital gain or loss, depending on the holding period.

ISOs. An award holder will not recognize taxable income when an ISO is granted. An award holder will not recognize taxable income (except for purposes of the alternative minimum tax) upon the exercise of an ISO. If the award holder does not sell or otherwise dispose of the shares of Angi Class A common stock acquired upon the exercise of an ISO within two (2) years from the date the ISO was granted or within one (1) year from the date the award holder acquired the shares of Angi Class A common stock, any gain or loss arising from a subsequent disposition of such shares will be taxed as long-term capital gain or loss and we will not be entitled to any deduction. If, however, the shares of Angi Class A common stock acquired are disposed of within such two (2) or one (1) year periods, then in the year of such disposition the award holder will recognize compensation taxable as ordinary income equal to the excess (if any) of the lesser of the amount realized upon such disposition, and the Fair Market Value of such shares on the date of exercise, over the exercise price and we generally will be entitled to a corresponding deduction. Any gain or loss recognized upon the sale of shares of Angi Class A common stock which is in excess of the amount treated as ordinary income is taxed as long-term or short-term capital gain or loss, depending on the holding period.

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SARs. An award holder will not recognize taxable income when a SAR is granted and we will not be entitled to a tax deduction at such time. Upon the exercise of a SAR, an award holder will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) equal to the Fair Market Value of any shares of Angi Class A common stock delivered (and the amount of cash paid by us (if any)) and we generally will be entitled to a corresponding deduction.

Restricted Stock. An award holder will not recognize taxable income when an award of Restricted Stock is granted and we will not be entitled to a tax deduction at such time, unless the award holder makes an election under Section 83(b) of the Internal Revenue Code of 1986, as amended (the “Code”) to be taxed at grant. If such an election is made, the award holder will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at the time of the grant equal to the Fair Market Value of the shares of Restricted Stock at such time. If such an election is not made, the award holder will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at vesting in an amount equal to the Fair Market Value of the shares of Restricted Stock at such time. We are entitled to a corresponding deduction at the time ordinary income is recognized by the award holder. In addition, dividends credited prior to vesting to shares of Restricted Stock for which the above-described election has not been made will be compensation taxable as ordinary income (and subject to income tax withholding in the case of employees), rather than as dividend income, and we will be entitled to a corresponding deduction.

RSUs. An award holder will not recognize taxable income when RSUs are granted and we will not be entitled to a tax deduction at such time. An award holder will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) when payment or settlement is made, in an amount equal to the Fair Market Value of any shares of Angi Class A common stock delivered (or the amount of cash paid by us (if any)) and we will be entitled to a corresponding deduction.

Section 409A. The foregoing discussion of tax consequences of awards under the Amended and Restated 2017 Stock Plan assumes that the award discussed is either not considered a “deferred compensation arrangement” subject to Section 409A of the Code, or has been structured to comply with its requirements. If an award is considered a deferred compensation arrangement subject to Section 409A of the Code but fails to comply, in operation or form, with the requirements of Section 409A of the Code, the affected participant would generally be required to recognize income when the award vests in the amount deemed “deferred,” would be required to pay an additional 20% income tax on such amount, and would be required to pay interest on the tax that would have been paid but for the deferral.

Section 162(m). Under Section 162(m) of the Code, compensation (including compensation under the Amended and Restated 2017 Stock Plan) paid in any calendar year in excess of $1 million to each “covered employee,” consisting of the chief executive officer, chief financial officer and the three other highest paid executive officers employed at any time during the year, and anyone who previously was a covered person, will not be deductible.

The foregoing general tax discussion is intended for the information of stockholders in connection with considering how to vote with respect to the Stock Plan Proposal and not as tax guidance to individuals who receive awards under the Amended and Restated 2017 Stock Plan. Holders of awards under the Amended and Restated 2017 Stock Plan are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the Amended and Restated 2017 Stock Plan.

The Angi board of directors recommends that Angi stockholders vote FOR the Stock Plan Proposal.

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PROPOSAL 3 — EXCULPATION PROPOSAL

Effective August 1, 2022, the State of Delaware, which is Angi’s state of incorporation, enacted legislation that enables Delaware corporations to limit the liability of certain of their officers in limited circumstances. Section 102(b)(7) of the Delaware General Corporation Law (the “DGCL”) was amended to authorize corporations to adopt a provision in their certificate of incorporation to eliminate or limit monetary liability of certain corporate officers, or exculpation, for breach of the fiduciary duty of care. In light of this legislation, the Angi board of directors has adopted, and recommends that Angi stockholders approve, an amendment to Angi’s Amended and Restated Certificate of Incorporation (the “Restated Certificate”) to allow for exculpation of certain of Angi’s officers to the extent permitted by Delaware law (the “Exculpation Amendment”). The full text of the Exculpation Amendment is attached as Appendix C to this proxy statement.

The DGCL only permits, and the Exculpation Amendment would only permit, exculpation for direct claims (as opposed to derivative claims made by stockholders on behalf of Angi) and would not apply to: (a) breaches of the duty of loyalty to Angi or its stockholders, (b) acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law, or (c) any transaction in which the officer derived an improper personal benefit. Previously, the DGCL only allowed exculpation of directors for breach of the fiduciary duty of care. As provided by the DGCL, the Exculpation Amendment would authorize exculpation of the following officers: (i) Angi’s president, chief executive officer, chief operating officer, chief financial officer, chief legal officer, controller, treasurer or chief accounting officer, (ii) “named executive officers” identified in Angi’s SEC filings, and (iii) other individuals who have agreed to be identified as an Angi officer for certain purposes.

Article IX of Angi’s Amended and Restated Certificate currently provides for the exculpation of directors from personal liability for monetary damages associated with breaches of the duty of care but does not have a similar limitation of liability for Angi’s officers. The Angi board of directors is proposing the Exculpation Amendment to strike a balance between stockholders’ interest in accountability and their interest in Angi being able to attract and retain quality officers to work on its behalf.

The Angi board of directors considered the benefits and detriments of eliminating personal liability of certain of Angi’s officers under certain circumstances. The Angi board of directors believes that it is important to reduce the unequal and inconsistent treatment of directors and officers associated with claims related to any alleged breach of the duty of care and improve alignment of officers and directors on duty of care responsibilities. Aligning the protections available to Angi’s directors and those of Angi’s officers will disallow plaintiffs from bringing certain claims against individual officers that would otherwise have been exculpated if brought against its directors.

The Angi board of directors also expects other Delaware corporations to continue to implement this provision. The Exculpation Amendment would also better position Angi to continue to attract and retain top management talent by providing this additional protective provision. Further, the Angi board of directors noted that the Exculpation Amendment would not negatively impact stockholder rights. Therefore, considering the narrow class and type of claims for which officers’ liability would be exculpated, and the benefits the Angi board of directors believes would accrue to Angi and its stockholders in the form of an enhanced ability to attract and retain talented officers, the Angi board of directors determined that it is in the best interests of Angi and its stockholders to approve the Exculpation Amendment.

The text of the Exculpation Amendment is attached as Appendix C to this proxy statement.

If approved by Angi stockholders, the Exculpation Amendment would become effective upon its filing with the Secretary of State of the State of Delaware, which Angi intends to do as promptly as practicable following stockholder approval.

The affirmative vote of the holders of a majority of the outstanding shares of Angi capital stock, voting together as a single class is required to approve the Exculpation Proposal.

The Angi board of directors recommends that Angi stockholders vote FOR the Exculpation Proposal.

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PROPOSAL 4 — ADVISORY SAY ON PAY PROPOSAL

Angi is seeking an advisory vote from its stockholders to approve the compensation of its named executives for 2023. This proposal is not intended to address any specific item of compensation, but rather Angi’s overall compensation program and policies relating to its named executives.

As described in detail in the Compensation Discussion and Analysis, Angi’s executive officer compensation program is designed to provide the level of compensation necessary to attract, retain, motivate and reward talented and experienced executives and to motivate them to achieve short-term and long-term goals, thereby enhancing stockholder value and creating a successful company.

Angi believes that its executive officer compensation programs (and, in the case of Mr. Levin only, IAC’s comparable programs), with their balance of short-term and long-term incentives, reward sustained performance that is aligned with long-term stockholder interests. Accordingly, Angi believes that the compensation paid to its named executives in 2023 pursuant to such programs was fair and appropriate and are asking its stockholders to vote FOR the adoption of the following resolution:

“RESOLVED, that the Company’s stockholders approve, on an advisory basis, the compensation of the Company’s named executives for 2023, as disclosed in this proxy statement, pursuant to the 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 holders of a majority of the voting power of shares of Angi capital stock present at the Annual Meeting in person or represented by proxy, voting together as a single class. The vote is advisory in nature and therefore not binding on Angi or its board of directors. However, the Angi board of directors and the Compensation and Human Capital Committee value the opinions of all of Angi’s stockholders and will consider the outcome of this vote when making future compensation decisions for Angi’s named executives.

Angi’s board of directors recommends that Angi stockholders vote FOR the Advisory Say on Pay Proposal.

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PROPOSAL 5 — ADVISORY SAY ON WHEN PAY VOTE PROPOSAL

As required pursuant to Section 14 of the Securities Exchange Act of 1934, Angi is seeking a non-binding advisory vote from its stockholders regarding the frequency of holding future advisory votes on executive compensation. When casting an advisory vote, stockholders are being asked to indicate whether they prefer that Angi holds future say on pay votes every one, two or three years. Stockholders may also abstain from voting on this matter.

Section 14 requires that the advisory vote regarding the frequency of future say on pay votes be held every six years. Angi last conducted a non-binding advisory vote on the frequency of the say on pay vote at its 2018 Annual Meeting of Stockholders, at which a majority of Angi stockholders voted to hold the say on pay vote every three years, and Angi has since held the say on pay vote on such basis. The next non-binding advisory vote on the frequency of the say on pay vote is expected to be held at Angi’s 2030 annual meeting of stockholders.

After thoughtful consideration, the Angi board of directors believes that continuing to hold an advisory vote on executive compensation every three years is the most appropriate policy for Angi and its stockholders at this time. The Angi board of directors believes that a vote every three years more closely mirrors the long-term nature of a significant portion of Angi’s executive officer compensation program and will discourage short-term thinking and, as a result, stockholder analysis of Angi’s performance and compensation practices would be more fully informed when viewed over a three-year period. Moreover, allowing more time in between the advisory votes on executive compensation would provide a greater opportunity for the Angi board of directors and its Compensation and Human Capital Committee to engage in meaningful analysis of any compensation issues and consideration of any stockholder concerns.

The approval, on an advisory basis, of the proposal to approve the frequency of holding future say on pay votes requires the affirmative vote of the holders of at least a majority of the aggregate voting power of shares of Angi capital stock present in person or represented by proxy and entitled to vote on the matter, voting together as a single class. 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 Angi board of directors as the stockholders’ recommendation as to the frequency of holding future advisory votes on executive compensation. The vote is advisory in nature and therefore not binding on Angi or the Angi board of directors. However, the Angi board of directors values the opinions of all of Angi stockholders and will consider the outcome of this vote when making future decisions on the frequency with which it will hold an advisory vote on executive compensation.

The Angi board of directors recommends that Angi stockholders vote for holding the advisory vote on executive compensation once EVERY THREE YEARS.

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PROPOSAL 6 — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to stockholder ratification, the Audit Committee has appointed Ernst & Young LLP as Angi’s independent registered public accounting firm for the fiscal year ending December 31, 2024.

The Audit Committee annually evaluates the performance of Ernst & Young LLP and determines whether to continue to retain such firm or consider the retention of another firm. In appointing Ernst & Young LLP as Angi’s independent registered public accounting firm for 2024, the Audit Committee considered: (i) the firm’s performance as Angi’s independent registered public accounting firm, (ii) the fact that the firm has served as the independent registered public accounting firm for IAC (which included certain Angi businesses when they were wholly-owned by IAC) since 1996, has served as the independent registered public accounting firm for Angi since 2017 and previously served as the independent registered public accounting firm for Angie’s List for many years when it was an independent public company, (iii) the firm’s independence with respect to the services to be performed for Angi and (iv) the firm’s strong and considerable qualifications and general reputation for adherence to professional auditing standards.

A representative of Ernst & Young LLP 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 Angi’s independent registered public accounting firm requires the affirmative vote of a majority of the voting power of shares of Angi capital stock present at the Annual Meeting in person or represented by proxy, voting together as a single class.

The Angi board of directors recommends that Angi shareholders vote FOR the ratification of the appointment of Ernst & Young LLP as Angi’s independent registered public accounting firm for 2024.

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AUDIT COMMITTEE MATTERS

Audit Committee Report

The Audit Committee functions pursuant to a written charter adopted by the Angi board of directors, the current version of which was filed as Appendix A to the proxy statement filed in connection with Angi’s 2023 annual meeting of stockholders. The Audit Committee charter governs the operations of the Audit Committee and sets forth its responsibilities, which include providing assistance to the Angi board of directors with the monitoring of: (i) the integrity of Angi’s financial statements, (ii) the effectiveness of Angi’s internal control over financial reporting, (iii) the qualifications and independence of Angi’s independent registered public accounting firm, (iv) the performance of Angi’s internal audit function and independent registered public accounting firm, (v) Angi’s risk assessment and risk management policies as they relate to financial, cybersecurity and other risk exposures, and (vi) the compliance by Angi with legal and regulatory requirements. It is not the duty of the Audit Committee to plan or conduct audits or to determine that Angi’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 Angi’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 Angi’s consolidated financial statements and the effectiveness of Angi’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’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 Angi for the year ended December 31, 2023 with Angi’s management and Ernst & Young LLP, Angi’s independent registered public accounting firm (“Ernst & Young”), as well as related reports regarding such financial statements and Angi’s internal control over financial reporting with Ernst & Young.

The Audit Committee has discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee has received and reviewed the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young its independence from Angi and its management.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Angi board of directors that the audited consolidated financial statements for Angi be included in Angi’s Annual Report on Form 10-K for the year ended December 31, 2023 for filing with the SEC.

Members of the Audit Committee

Alesia Haas (Chairperson)
Thomas R. Evans
Jeremy Philips

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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 to Angi for the years ended December 31, 2023 and 2022:

	2023			2022
Audit Fees(1)		$	2,625,553		$	2,572,876
Audit-Related Fees			—			—
Total Audit and Audit-Related Fees		$	2,625,553		$	2,572,876
Tax Fees			—			—
All Other Fees			—			—
Total Fees		$	2,625,553		$	2,572,876

(1)

Audit Fees in 2023 and 2022 include fees: (i) associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports and (ii) for statutory audits (audits required by local law performed for an Angi business in a jurisdiction abroad).

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

All Tax 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 twelve months from the date of the pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee reviews the list of pre-approved services from time to time and will revise it (as and if appropriate). Pre-approved fee levels for all services to be provided by Angi’s independent registered public accounting firm are established periodically from time to time by the Audit Committee.

Pursuant to this 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 management.

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INFORMATION CONCERNING ANGI EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Background information about current Angi executive officers who are not director nominees is set forth below. For background information about Angi’s Chairman, Joseph Levin, and Chief Executive Officer, Jeffrey W. Kip, see the discussion under Information Concerning Director Nominees beginning on page 7.

David Fleischman, age 51, has served as Chief Product Officer of Angi since February 2023. Prior to joining Angi, Mr. Fleischman served as Interim Chief Product Officer for ALSAC (the fundraising arm of St. Jude Children’s Research Hospital) from October 2022 through January 2023, where he strategized and managed the development of products to raise funds for the hospital. Prior to that time, Mr. Fleischman served as Senior Vice President of Product Development for Compass, Inc. (a real estate company) from February 2021 to October 2022, in which capacity he led the core platform and customer-facing product management teams. Prior to his tenure at Compass, Mr. Fleischman served as Chief Growth Officer of Blue Nile, Inc. (a leading online jeweler and diamond retailer) from September 2019 to February 2021, in which capacity he was responsible for end-to-end customer experiences, and as Chief Product Officer of Blue Nile, Inc. from October 2017 to September 2019, in which capacity he was responsible for executing a renewed vision for Bluenile.com and the Blue Nile Experience. Prior to that, Mr. Fleischman worked in a variety of product roles at Expedia from February 2011 until October 2017.

Andrew Russakoff, age 45, has served as Chief Financial Officer of Angi since June 2022. Prior to assuming this role, Mr. Russakoff served as Vice President, Financial Planning, of IAC since February 2018. In that capacity, he partnered with the IAC executive team on investor relations and financial analysis for IAC’s portfolio of digital and media subsidiaries. Prior to joining IAC in 2015 as Senior Director, Financial Planning, Mr. Russakoff served as Vice President of Finance and Operations for GameChanger Media, Inc. (a venture-capital backed sports technology startup) from 2014 to 2015, and as Vice President of Strategy and Business Development for Pellucid Analytics (a finance-oriented technology company and data platform). Prior to that time, Mr. Russakoff was an investment banker at Credit Suisse. Since 2017, Mr. Russakoff has served as an advisor to Gatsby, a social promotions and website development startup.

Kulesh Shanmugasundaram, age 48, has served as Chief Technology Officer of Angi since March 2021. Previously, Mr. Shanmugasundaram held various leadership roles at Angi’s Handy business, including as Chief Technology Officer and Senior Vice President, Engineering, since March 2016. Prior to his tenure with the Handy business, Mr. Shanmugasundaram held multiple engineering leadership roles, including Director of Engineering, at Amplify Education, Inc. from 2011 to 2015, where he built products used by millions of students in classes nationwide. Mr. Shanmugasundaram also co-founded two startup companies, Digital Assembly LLC (a digital forensics software company) and Vivic Networks LLC (a computer software company that commercialized his research in network security and digital forensics).

Shannon M. Shaw, age 49, has served as Chief Legal Officer of Angi since March 2019. In her current role, Ms. Shaw oversees all legal and compliance matters across Angi’s various brands and businesses. Before joining Angi, Ms. Shaw served as Chief Counsel, Americas for dormakaba Inc. (a global provider of access control and security solutions) from August 2018 to March 2019, where she oversaw the company’s legal operations for North America, Mexico and South America. Prior to her tenure at dormakaba Inc., Ms. Shaw served as General Counsel/Chief Legal Officer of Angie’s List from September 2011 to April 2018. Prior to her tenure at Angie’s List, Ms. Shaw was a labor and employment attorney at the law firm of Barnes & Thornburg, LLP from September 2003 to September 2011, where she litigated on behalf of companies and advised national and local companies on compliance with federal and state labor and employment laws. Ms. Shaw also served as Media Relations Coordinator at Clarian Health Partners (a large hospital conglomerate) from 1997 to 2000.

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COMPENSATION DISCUSSION AND ANALYSIS

This Compensation Discussion and Analysis (the “CD&A”) provides information regarding Angi’s compensation program as it relates to the following persons, whom we refer to in this CD&A as Angi’s “named executive officers” (the “NEOs”) for the year ended December 31, 2023:

•

Joseph Levin, Chief Executive Office (through April 5, 2024);

•

Andrew Russakoff, Chief Financial Officer;

•

Jeffrey W. Kip, (President of Angi from November 13, 2023 through April 5, 2024, Chief Executive Officer of Angi International since April 2016 and Chief Executive Officer of Angi from and after April 5, 2024).

•

David Fleischman, Chief Product Officer (effective February 6, 2023); and

•

Kulesh Shanmugasundaram, Chief Technology Officer.

Philosophy and Objectives

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

When establishing compensation packages for a given executive, we follow a flexible approach, and make decisions based on a host of factors particular to a given executive’s situation, including our firsthand experience with the competition for recruiting and retaining executives, negotiation and discussion with the relevant individual, competitive survey data, internal equity considerations and other factors we deem relevant at the time.

Similarly, we do not follow an arithmetic approach to establishing ongoing compensation levels and measuring and rewarding short-term and long-term performance, as we believe this approach often fails to adequately take into account the multiple factors that contribute to success at the individual executive officer and business level. In any given period, we may have multiple objectives, and these objectives (and their relative importance) often change as the competitive and strategic landscape shifts, 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 compensation practices and have relied primarily on a discretionary approach.

While we consider market data in establishing broad compensation programs and practices and periodically assess the compensation associated with particular executive positions, we do not definitively rely on competitive survey data or any benchmarking information in establishing executive compensation. We make decisions based on a host of factors particular to a given executive officer’s situation, including those described above and our understanding of the current environment, and believe that over-reliance on survey data (or a benchmarking approach) is too rigid and stale for the dynamic and fast changing marketplace for talent in which we participate.

Roles and Responsibilities

We have a Compensation and Human Capital Committee, consisting of Mr. Evans and Mses. Haas, Hurse and Welch, that is responsible for establishing our compensation philosophy and programs and determining appropriate payments and awards to our NEOs and other executive officers (referred to in this CD&A as the “Committee”). The Committee reserves the right to solicit the advice of consulting firms and engage legal counsel, as appropriate. Angi management may also solicit survey or peer compensation data from various consulting firms from time to time and review such information with the Committee.

All compensation decisions referred to throughout this CD&A have been made by the Committee (and prior to June 2023, by the Executive Compensation Committee, which consisted of Mr. Evans and Mses. Haas and Hurse), based (in part) on recommendations from Mr. Levin, Angi’s Chairman, except with respect to his own compensation. Certain of our executive officers participate in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools.

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In connection with Angi’s preparation for its annual compensation review in late 2022, the Committee retained Compensia, Inc. (“Compensia”), an independent compensation consulting firm. As part of its annual compensation review process for 2023, Angi asked Compensia to conduct a competitive market assessment of Angi’s executive compensation program. Compensia compiled data from proxy statements and other SEC filings of peer companies and industry specific compensation survey data regarding compensation for executive officer positions, where available, to assist the Committee in its general understanding of current compensation practices. Compensia also provides the Committee, on at least an annual basis, with input on recent developments and best practices, emerging trends and regulatory issues concerning executive compensation.

Based on the consideration of the various independence factors specified in applicable SEC and Marketplace Rules, and a review of these factors for 2023, the Committee determined that its relationship with Compensia, and the work of Compensia on behalf of the Committee, does not raise any conflict of interest. The Committee will review the independence of Compensia (or any other compensation consultant) annually.

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

In determining executive compensation matters for 2023, the Committee considered the information provided by Compensia, as well as input from Mr. Levin. The Committee determined not to adjust the base salary for any NEO, and approved the 2023 annual equity awards to be granted to our NEOs (other than Messrs. Kip and Fleischman) and other executive officers. In early 2024, Mr. Levin met with the Committee and discussed his view of Angi’s performance, as well as individual executive officer performance for 2023. After consideration of these recommendations, the Committee ultimately determined the annual bonus amount for each of our NEOs and our other executive officers in respect of 2023 performance.

Compensation Elements

General

Compensation packages for each of our NEOs and other executive officers have primarily consisted of salary, annual bonuses, long term incentives (typically equity awards) and, to a more limited extent, perquisites and other benefits. Prior to making specific decisions related to any particular element of compensation, we review the total compensation of each executive officer, evaluating total near- and long-term compensation in the aggregate. We determine which element or combinations of compensation elements (salary, bonus and/or equity) can be used most effectively to further our compensation objectives. However, all such decisions are subjective, and made on a facts and circumstances basis without any prescribed relationship among the various elements of the total compensation package.

CEO Compensation

Mr. Levin, our Chairman and former Chief Executive Officer (from October 2022 through April 2024), also serves as Chief Executive Officer of IAC, our controlling shareholder. Mr. Levin does not receive any compensation directly from Angi. Mr. Levin receives compensation directly from IAC, as approved by IAC’s Compensation and Human Capital Committee, a portion of which is allocated to Angi based on the amount of time spent on matters for each of Angi and IAC. In early 2024, the Committee reviewed this allocation methodology, together with proposed allocated amounts relating to Mr. Levin’s salary and bonus for 2023 and related peer data provided by Compensia to confirm the reasonableness of such proposed allocated amounts, after which the methodology and proposed allocated amounts were deemed reasonable and approved. This allocation methodology will be reviewed periodically, as appropriate.

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Salary

A new executive officer’s starting salary is typically negotiated upon arrival, based on the executive officer’s prior compensation history, prior compensation levels for the particular position at Angi, the executive officer’s location, salary levels of other executive officers, salary levels available to the individual in alternative opportunities, reference to certain survey information and the extent to which we desire to secure the executive officer’s services. Based on these considerations, the Committee approved a starting salary of $400,000 for Mr. Fleischman in connection with the commencement of his employment with Angi in February 2023.

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’s increased value. In November 2023, Angi increased Mr. Kip’s salary from $575,000 to $600,000 in connection with his appointment as President of Angi in addition to his continuing role as Chief Executive Officer of Angi International (formerly known as HomeAdvisor International). Mr. Kip’s base salary was increased to $650,000 in connection with his appointment to Chief Executive Officer of Angi. No other executive officer’s salary was adjusted during 2023.

Annual Bonuses

General. Our annual bonus program is designed to reward performance on an annual basis. Because of the variable nature of the bonus program, and because in any given year bonuses have the potential to make up a significant portion of an executive officer’s total compensation, the bonus program provides an important incentive tool to achieve annual objectives. Angi generally pays annual bonuses shortly after year-end following the finalization of financial results for the prior year.

The determination of bonus amounts is based on a non-formulaic assessment of factors that vary from year to year and success is measured subjectively. In setting individual annual bonus amounts for our NEOs and our other executive officers, the Committee considers a variety of factors regarding Angi’s overall performance, such as growth in revenue and profitability, achievement of strategic objectives by Angi and its positioning for future growth, an individual’s performance and contribution to Angi, and, in the case of NEOs, the bonus amount for each NEO relative to other NEOs. No quantified weight is given to any particular consideration. The Committee engages in an overall assessment of appropriate bonus levels based on consideration of corporate and individual performance factors, as applicable.

NEO and other executive officer bonuses may be highly variable from year-to-year depending on Angi’s performance and, in certain circumstances, individual performance. Accordingly, we believe that our bonus program provides strong incentive to support Angi’s strategic development and growth.

2023 Bonuses. In determining bonuses for 2023 performance for executive officers (other than Mr. Levin), the Committee considered a variety of factors, including: (i) improved service professional retention rates and quality generally, (ii) the streamlining of Angi’s sales force, (iii) increased service professional presentation in response to service requests, (iv) improvement in operating (loss) income and growth in Adjusted EBITDA on a consolidated basis and at Angi’s Services business*, (v) the continued implementation of cost-cutting and other strategic initiatives to position Angi for long-term growth, (vi) the sale of Total Home Roofing, LLC, which comprised Angi’s former Roofing segment, in November 2023 and (vii) continued reinvestment in Angi’s businesses generally to drive growth over the long-term. In addition, 2023 achievements were considered and compared to achievements and bonus levels in prior years and market data from Compensia was considered as well. As noted above, in setting individual bonus amounts, there was no weight assigned to any specific factor and no application of a formulaic calculation.

Adjusted EBITDA is a supplemental measure to U.S. generally accepted accounting principles (“GAAP”). For a definition and description of Adjusted EBITDA, as well as a full reconciliation of Adjusted EBITDA to operating income (loss) (the most directly comparable financial measure stated in accordance with GAAP), see the disclosure set forth under the captions Item 7 — Management’s Discussion and Analysis — Principles of Financial Reporting” on pages 39-40 and Note 9 — Segment Information to Angi’s consolidated financial statements on page 75, respectively, of Angi’s annual report on Form 10-K for the fiscal year ended December 31, 2023.

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In addition, the Committee approved a sign-on bonus of $250,000 for Mr. Fleischman in connection with the commencement of his employment with Angi in February 2023.

Long-Term Incentives

General. The Committee believes that providing a meaningful equity stake in our business is essential to create compensation opportunities that can compete, on a risk-adjusted basis, with other employment opportunities in a competitive marketplace. In addition, the Committee believes that ownership shapes behavior, and that by providing compensation in the form of equity awards, we align executive officer incentives with stockholder interests in a manner that we believe drives superior performance over time.

In setting particular equity award levels, the predominant objectives have been providing effective retention incentives, appropriate rewards for past performance and incentives for strong future performance. Appropriate levels to meet these goals may vary from year to year, and from individual to individual, based on a variety of factors. The annual corporate performance factors relevant to setting bonus amounts that were discussed above are also taken into account, although equity awards tend to be more forward-looking, and are a longer-term retention and reward instrument than annual bonuses. For the equity awards described below, vesting is conditioned upon the NEO’s continued service through the applicable vesting date(s) and with partial vesting upon certain terminations of employment.

2023 Equity Awards. In late 2022 and early 2023, the Committee reviewed outstanding equity awards held by our NEOs, other executive officers and other employees, after which the Committee granted the following Angi RSUs to our NEOs with the following grant date fair values:

Named Executive Officers	2023 RSU Grants
Joseph Levin			—
Andrew Russakoff		$	1,000,000
Jeffrey W. Kip		$	4,180,000
David Fleischman		$	4,999,999
Kulesh Shanmugasundaram		$	2,000,000

The Angi RSUs granted to our NEOs in 2023 will vest, subject to continued service and with partial vesting upon certain terminations of employment, as described in footnote 3 to the table set forth under the caption Grants of Plan-Based Awards in 2023.

2023 Employment Related Arrangements

In connection with Mr. Kip’s appointment as President of Angi, Angi and Mr. Kip entered into an employment agreement (the “Kip Employment Agreement”), effective as of November 13, 2023. And, in connection with his appointment as Chief Executive Officer of Angi, the Kip Employment Agreement was amended by way of an amendment, dated as of April 5, 2024, between Angi and Mr. Kip. As amended, the Kip 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 from Angi or Mr. Kip ninety (90) days prior to the expiration of the then current term.

As amended, the Kip Employment Agreement provides that during the term, Mr. Kip shall be eligible to receive an annual base salary (currently $650,000, and prior to his appointment as Chief Executive Officer of Angi, $600,000), discretionary annual cash bonuses with a target amount equal to 100% of his annual base salary, equity awards and such other employee benefits as may be reasonably determined by the Compensation and Human Capital Committee from time to time. Pursuant to the Kip Employment Agreement: (i) Mr. Kip received a grant of 2,200,000 Angi RSUs, vesting in four (4) equal annual installments on the first, second, third and fourth anniversaries of the effective date, subject to continued service, and (ii) in the case of equity awards denominated in shares of Angi subsidiaries held by Mr. Kip, all unvested awards were forfeited and canceled and all vested awards were exercised, in each case, as of the effective date.

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In addition, Mr. Kip received a grant of 2,800,000 performance restricted stock units in connection with his appointment as Chief Executive Officer of Angi. For a description of such award, see Angi’s Current Report on Form 8-K filed with the SEC on April 9, 2024 and the performance stock unit agreement filed as Exhibit 10.2 thereto.

In connection with Mr. Fleischman’s appointment as Chief Product Officer, Angi and Mr. Fleischman entered into an employment agreement (the “Fleischman Employment Agreement”), effective as of February 6, 2023. The Fleischman 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 from Angi or Mr. Fleischman 90 days prior to the expiration of the then current term.

The Fleischman Employment Agreement provides that during the term, Mr. Fleischman shall be eligible to receive an annual base salary (initially $400,000), discretionary annual cash bonuses with a target amount equal to 50% of his annual base salary, equity awards and such other employee benefits as may be reasonably determined by the Compensation and Human Capital Committee from time to time. Pursuant to the Fleischman Employment Agreement, Mr. Fleischman received: (i) a $250,000 signing bonus, and (ii) Angi RSUs with a grant date value of $3,000,000 that vest in four (4) equal annual installments on the first, second, third and fourth anniversaries of the effective date, subject to continued service.

Each of the Kip Employment Agreement, as amended, and the Fleischman Employment Agreement (the “Employment Agreements”) provides that upon a termination of employment by Angi without “cause” (as defined in the applicable Employment Agreement) and other than by reason of death or disability, resignation for “good reason” (as defined in the applicable Employment Agreement) or the timely delivery of a non-renewal notice by Angi (a “Qualifying Termination”), subject to the relevant executive’s execution and non-revocation of a release and compliance with the restrictive covenants set forth below: (i) Angi shall continue to pay such NEO his annual base salary for one (1) year following such Qualifying Termination (the “Severance Period”), subject to offset for amounts received from other employment during the Severance Period, (ii) all outstanding and unvested Angi equity awards (including cliff vesting awards, if any, which shall be pro-rated as though such awards had an annual vesting schedule) held by such NEO as of the date of such Qualifying Termination that would have otherwise vested during the Severance Period shall vest as of the date of such Qualifying Termination; and (iii) with respect to Mr. Fleischman only, any then-vested options or stock appreciation rights of him (including any such awards vesting as a result of (ii) above) to acquire Angi equity shall remain exercisable through the earlier of (A) the scheduled expiration date of such awards and (B) 18 months following his termination of employment.

Pursuant to each Employment Agreement, the NEO is bound by a covenant not to compete with Angi and its businesses during the term of his employment and the Severance Period and by covenants not to solicit Angi employees or business partners during the term of his employment and for twelve (12) months after a Qualifying Termination. In addition, each NEO has agreed not to use or disclose any confidential information of Angi or its affiliates and to be bound be customary covenants relating to proprietary rights and the related assignment of such rights.

Employment agreements between Angi and Messrs. Russakoff and Shanmugasundaram were filed as Exhibits 10.13 and 10.11, respectively, to Angi’s Annual Report on Form 10-K for the fiscal year ended December 31, 2023.

Change of Control

Angi equity awards held by NEOs and certain other executive officers generally include a “double-trigger” change of control provision, which provides for the acceleration of the vesting of outstanding equity awards in connection with a change of control only when an award holder suffers an involuntary termination of employment during the two-year period following such change of control. We believe that providing for the acceleration of the vesting of equity awards in these circumstances will assist in the retention of our executive officers through a change of control transaction. For purposes of this discussion and the discussion below under the Severance caption, the term “involuntary termination” means a termination by Angi without cause or a resignation for good reason or similar construct.

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Severance

We generally provide our NEOs and certain other executive officers with some amount of salary continuation and the acceleration of the vesting of some equity awards in the event of an involuntary termination of employment. Because we tend to promote our executive officers from within, after competence and commitment have generally been established, we believe that the likelihood of the vesting of equity awards being accelerated is typically low, and yet we believe that by providing this benefit we increase the retentive effect of our equity program, which serves as our most important retention incentive. Angi generally does not provide for the acceleration of the vesting of equity awards in the event an executive officer voluntarily resigns from Angi.

Other Compensation

Under limited circumstances, certain of our NEOs have received non-cash and non-equity compensatory benefits. These benefits are included as other compensation in the Summary Compensation Table on page 37. Our NEOs and other executive officers do not participate in any deferred compensation or retirement program other than IAC’s 401(k) plan.

Tax Deductibility

Compensation in excess of $1 million paid to Angi’s current NEOs, including its Chief Executive Officer and Chief Financial Officer, and certain former NEOs, will not be deductible by reason of Section 162(m) of the Code In addition, the Committee believes that, in establishing the cash and equity incentive compensation plans and arrangements for Angi’s executive officers, the potential deductibility of the compensation payable under those plans and arrangements is just one relevant factor to consider. For that reason, the Committee may deem it appropriate to provide one or more of Angi’s executive officers with the opportunity to earn incentive compensation, whether through cash incentive awards tied to its financial performance or equity incentive awards tied to a given executive officer’s continued service, which may be in excess of the amount deductible by reason of Section 162(m) of the Code. The Committee believes it is important to maintain cash and equity incentive compensation at the requisite level to attract and retain the individuals essential to Angi’s financial success, even if all or part of that compensation may not be deductible by reason of the Section 162(m) limitation.

Accounting for Stock-Based Compensation

Angi follows Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC 718”) for its stock-based compensation awards. ASC 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors based on the grant date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their stock-based awards in their income statements over the period that an employee is required to render service in exchange for the award.

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COMPENSATION COMMITTEE REPORT

The Compensation and Human Capital Committee has reviewed the Compensation Discussion and Analysis and discussed it with Angi management. Based on this review and discussions, the Compensation and Human Capital Committee has recommended to the Angi board of directors that the Compensation Discussion and Analysis be included in Angi’s 2023 Annual Report on Form 10-K and this proxy statement.

Members of the Compensation and Human Capital Committee

Thomas R. Evans (Chairperson)
Alesia J. Haas
Sandra Buchanan Hurse
Suzy Welch

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

Angi has a Compensation and Human Capital Committee, comprised of Mr. Evans and Mses. Haas, Hurse and Welch, and until June 2023, also had an Executive Compensation Committee, comprised of Mr. Evans and Mses. Haas and Hurse. No member of these committees has been an officer or employee of Angi or IAC at any time during his or her respective service on the committee(s).

TABLE OF CONTENTS

EXECUTIVE COMPENSATION

Overview

The Executive Compensation section of this proxy statement sets forth certain information regarding total compensation earned by our NEOs for the years set forth below, as well as Angi RSUs granted to them in 2023 (as and if applicable), equity awards held by them on December 31, 2023 and the dollar value realized by them upon the vesting or exercise of equity awards (as applicable) during 2023.

Summary Compensation Table

Name and Principal Position	Year		Salary ($)			Bonus ($)			Stock Awards ($)(1)			All Other Compensation ($)(2)			Total ($)
Joseph Levin Chief Executive Officer (from October 10, 2022 to April 2024)(3)		2023		$	483,333		$	1,619,667			—			—		$	2,103,000
		2022		$	120,472		$	330,000			—			—		$	450,472
Andrew Russakoff Chief Financial Officer (effective June 9, 2022)		2023		$	400,000		$	325,000		$	1,000,000		$	9,900		$	1,734,900
		2022		$	192,134		$	315,000		$	4,699,997		$	5,308		$	5,212,439
Jeffrey W. Kip President (from November 13, 2023 to April 2024) & Chief Executive Officer, Angi International(4)		2023		$	577,404		$	500,000		$	4,180,000		$	10,000		$	5,267,404
		2022		$	575,000		$	350,000			—		$	10,000		$	935,000
		2021		$	575,000		$	300,000			—		$	10,000		$	885,000
David Fleischman Chief Product Officer (from February 6, 2023)(5)		2023		$	364,154		$	350,000		$	4,999,999		$	7,846

SEC Form DEF 14A filed by Angi Inc.