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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

IAC Inc.

(Name of Registrant as Specified in its Charter)

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

Payment of Filing Fee (Check the appropriate box):

☒

No fee required.

☐

Fee paid previously with preliminary materials.

☐

Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a6(i)(1) and 0-11.

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May 2, 2023

Dear Stockholder:

You are invited to attend the Annual Meeting of stockholders of IAC Inc., which will be held on Thursday, June 15, 2023, 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/IAC2023. We believe hosting a virtual meeting will allow for greater stockholder attendance at the Annual Meeting by enabling stockholders who might not otherwise be able to travel to a physical meeting to attend online and participate from any location around the world.

At the Annual Meeting, stockholders will be asked to: (i) elect eleven directors, (ii) approve an advisory vote on 2022 executive compensation and (iii) ratify the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2023 fiscal year. IAC’s board of directors believes that the proposals being submitted for stockholder approval are in the best interests of IAC and its stockholders and recommends a vote consistent with the Board’s recommendation for each proposal.

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

Sincerely,

Barry Diller
Chairman and Senior Executive

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

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IAC INC.
555 West 18th Street
New York, New York 10011

NOTICE OF 2023 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

IAC Inc. (“IAC” or the “Company”) is making this proxy statement available to holders of its common stock and Class B common stock in connection with the solicitation of proxies by IAC’s board of directors (the “Board”) for use at the Annual Meeting of Stockholders to be held on Thursday, June 15, 2023, at 9:30 a.m., Eastern Time (the “Annual Meeting”). 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/IAC2023. At the Annual Meeting, stockholders will be asked to:

elect eleven members of IAC’s Board, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from IAC’s board of directors);

approve an advisory vote on 2022 executive compensation;

ratify the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2023 fiscal year; and

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

IAC’s Board has set April 21, 2023 as the record date for the Annual Meeting. This means that holders of record of IAC 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 vote their shares at the Annual Meeting and any related adjournments or postponements.

Only stockholders and persons holding proxies from stockholders may participate in the Annual Meeting. To participate in the Annual Meeting online at www.virtualshareholdermeeting.com/IAC2023, you will need the details included (and to follow the instructions set forth) on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.

By order of the Board,

[MISSING IMAGE: sg_kendallhandler-bw.jpg]

Kendall Handler
Chief Legal Officer and Secretary

May 2, 2023

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PROXY STATEMENT
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Section	Page Number
Questions and Answers About the Annual Meeting and Voting		1
Proposal 1 — Election of Directors		6
Proposal and Required Vote		6
Information Concerning Director Nominees		6
Corporate Governance		10
The Board and Board Committees		13
Proposal 2 — Advisory Say on Pay Proposal		16
Proposal 3 — Ratification of Appointment of Independent Registered Public Accounting Firm		17
Audit Committee Matters		18
Audit Committee Report		18
Fees Paid to Our Independent Registered Public Accounting Firm		19
Audit and Non-Audit Services Pre-Approval Policy		19
Information Concerning IAC Executive Officers Who Are Not Directors		20
Compensation Discussion and Analysis		21
Compensation and Human Capital Committee Report		29
Compensation Committee Interlocks and Insider Participation		29
Executive Compensation		30
Overview		30
Summary Compensation Table		30
Grants of Plan-Based Awards in 2022		31
Outstanding Equity Awards at 2022 Fiscal Year-End		32
2022 Option Exercises and Stock Vested		35
Estimated Potential Payments Upon Termination or Change in Control		35
Pay Versus Performance Disclosure		39
Pay Ratio Disclosure		43
Director Compensation		44
Equity Compensation Plan Information		46
Security Ownership of Certain Beneficial Owners and Management		47
Delinquent Section 16(a) Reports		50
Certain Relationships and Related Person Transactions		51
Annual Reports		53
Stockholder Proposals and Director Nominees for Presentation at the 2024 Annual Meeting		53
Householding		53
Notice of Internet Availability of Proxy Materials		54
Appendix A — Audit Committee Charter		A-1
Appendix B — Compensation and Human Capital Committee Charter		B-1
Appendix C — Nominating Committee Charter		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 U.S. Securities and Exchange Commission (the “SEC”), we have elected to deliver this proxy statement and our 2022 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 2022 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, and for stockholders who previously elected to receive printed copies of our proxy materials, this proxy statement and our 2022 Annual Report on Form 10-K, are being mailed on or about May 2, 2023 to stockholders of record at the close of business on April 21, 2023 and this proxy statement and our 2022 Annual Report on Form 10-K will be available at www.proxyvote.com beginning on May 2, 2023. 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 provides instructions on how to vote your shares: (i) before the date of the Annual Meeting by way of completing and submitting your proxy online, by phone or by requesting and returning a written proxy card by mail or (ii) by voting at the Annual Meeting online at www.virtualshareholdermeeting.com/IAC2023.

How do I participate in the Annual Meeting?

You may attend the annual meeting as a guest or as a stockholder. To vote or ask questions at the Annual Meeting online at www.virtualshareholdermeeting.com/IAC2023, you will need the details included (and to follow the instructions set forth) 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 IAC common stock and Class B common stock at the close of business on April 21, 2023, the record date for the Annual Meeting established by IAC’s Board, 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 21, 2023, there were 81,248,158 shares of IAC common stock and 5,789,499 shares of Class B common stock outstanding. Holders of IAC common stock are entitled to one vote per share and holders of 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 IAC shares in street name?

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

You may examine a list of stockholders of record at the close of business on April 21, 2023 for any purpose germane to the Annual Meeting during normal business hours during the 10-day period preceding the date of the meeting at IAC’s corporate headquarters, located at 555 West 18th Street, New York, New York 10011.

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What shares are included on the enclosed proxy card?

If you are a stockholder of record only, you will receive one proxy card from Broadridge for all IAC shares that you hold. If you hold IAC shares in street name through one or more banks, brokers and/or other holders of record, you will receive proxy materials, together with voting instructions and information regarding the consolidation of your votes, from the third party or parties through which your IAC shares are held. If you are a stockholder of record and hold additional IAC shares in street name, you will receive proxy materials from Broadridge and the third party (or parties) through which your IAC shares are held.

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 IAC common stock and Class B common stock at the Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online at www.virtualshareholdermeeting.com/IAC2023 will be deemed to be in person attendees for purposes of determining whether a quorum has been met. When holders of IAC common stock vote as a separate class, the presence at the Annual Meeting of holders of a majority of the total votes entitled to be cast by holders of IAC common stock is required for a quorum to be met. When holders of IAC Class B common stock vote as a separate class, the presence at the Annual Meeting of holders of a majority of the total votes entitled to be cast by holders of IAC Class B common stock is required for a quorum to be met. Shares of IAC common stock and Class B common stock represented by proxy will be treated as present at the Annual Meeting for purposes of determining whether there is a quorum, without regard to whether the proxy is marked as casting a vote or abstaining. In the absence of a quorum, the chairperson of the Annual Meeting or holders of a majority of the voting power of the shares of IAC common stock and Class B common stock represented at the Annual Meeting will have the power to adjourn the Annual Meeting until a quorum is present.

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

IAC stockholders will vote on the following proposals:

•

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

•

Proposal 2 — to approve a non-binding advisory vote on 2022 executive compensation (the “Advisory Say on Pay Proposal”);

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Proposal 3 — to ratify the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2023 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 director nominees to IAC’s Board?

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

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

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

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IAC’s Board recommends a vote FOR the election of each of the director nominees.

What are my voting choices when voting on the Advisory Say on Pay Proposal and what votes are required to approve such 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 IAC 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 IAC or its Board.

IAC’s Board recommends a vote FOR the Advisory Say on Pay Proposal.

What are my voting choices when voting on the ratification of the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2023 fiscal year and what votes are required to ratify such appointment?

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

The ratification of the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2023 fiscal year requires the affirmative vote of the holders of a majority of the voting power of shares of IAC 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.

IAC’s Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2023 fiscal year.

Could other matters be decided at the Annual Meeting?

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

If any other matters are properly presented at the Annual Meeting for consideration, the three IAC officers who have been designated as proxies for the Annual Meeting (Christopher Halpin, Kendall Handler and Tanya M. Stanich) will have the discretion to vote on any such matters for stockholders who have submitted their proxy.

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

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

•

Submitting a proxy online: Submit your proxy online at www.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Wednesday, June 14, 2023;

•

Submitting a proxy by telephone: Submit your proxy by telephone (1.800.690.6903). Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on Wednesday, June 14, 2023; 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/IAC2023 and vote your shares online at that time, even if you have previously submitted your vote. To do so, you will need the details included (and to follow the instructions set forth) on your Notice, your proxy card or the instructions that accompanied your proxy materials.

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For IAC shares 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 IAC shares in street name, will my broker, bank or other holder of record vote these shares for me?

If your IAC shares are held in street name, you must provide your broker, bank and/or other holder of record with instructions in order to vote such shares. If you do not provide voting instructions, whether such shares can be voted by your broker, bank and/or other holder of record depends on the type of item being considered for a vote.

Non-Discretionary Items. The election of directors and the Advisory Say on 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 your bank, broker or other holder of record does not receive specific voting instructions from you, a “broker non-vote” will occur in the case of your IAC shares for these proposals.

Discretionary Items. The ratification of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2023 fiscal year is a discretionary item. Generally, brokers, banks and other holders of record that do not receive voting instructions from you may vote on this proposal in their discretion.

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

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 IAC 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/IAC2023 (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 IAC shares through a broker, bank and/or other holder of record, follow the instructions that you received from your broker, bank and/or other holder of record if you wish to change your vote or revoke your proxy before the Annual Meeting.

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

If you do not give specific instructions, proxies that are signed and returned will be voted FOR the election of all director nominees, the Advisory Say on Pay Proposal and the ratification of the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2023 fiscal year.

How are proxies solicited and who bears the related costs?

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

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

What should I do if I have questions about 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/IAC2023 and vote at that time or would like copies of our proxy materials, please contact IAC Investor Relations at 1.212.314.7400 or ir@iac.com.

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PROPOSAL 1 — ELECTION OF DIRECTORS

Proposal and Required Vote

At the upcoming Annual Meeting, a board of eleven 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 IAC’s Board). Information concerning director nominees, all of whom are incumbent directors of IAC and have been recommended by the Nominating Committee for re-election, appears below. Although management does not anticipate that any of the persons named below will be unable or unwilling to stand for re-election, in the event of such an occurrence, proxies may be voted for a substitute designated by IAC’s Board.

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

Both the Nominating Committee and IAC’s Board recommend a 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 the Nominating Committee and IAC’s Board believe provide IAC with the perspective and judgment needed to guide, monitor and execute its strategies. References to service at IAC prior to June 2020 refer to IAC’s predecessor entity or entities (as applicable).

Chelsea Clinton, age 43, has been a director of IAC since September 2011. Since March 2013, Ms. Clinton has served as Vice Chair of the Clinton Foundation, where her work emphasizes improving global and domestic health, creating service opportunities and empowering the next generation of leaders. Ms. Clinton also currently teaches at Columbia University’s Mailman School of Public Health. Ms. Clinton has served as a member of the board of directors of the Clinton Health Access Initiative since September 2011 and previously served as a member of the board of directors of the Clinton Foundation from September 2011 to February 2013. From March 2010 through May 2013, Ms. Clinton served as an Assistant Vice Provost at New York University, where she focused on interfaith initiatives and the university’s global expansion program. From November 2011 to August 2014, Ms. Clinton also worked as a special correspondent for NBC News. Prior to these efforts, Ms. Clinton worked as an associate at McKinsey & Company, a consulting firm, from August 2003 to October 2006, and as an associate at Avenue Capital Group, an investment firm, from October 2006 to November 2009. Ms. Clinton has served as a member of the boards of directors of Expedia Group, Inc. since March 2017 and Clover Health Investments, Corp. (a next-generation Medicare Advantage insurance company) from before its January 2021 initial public offering to date. Ms. Clinton is also a co-founder and partner of Metrodora Ventures, a venture capital firm focused on health and learning businesses. In addition to her for-profit affiliations, Ms. Clinton currently serves as a member of the boards of directors of The School of American Ballet, the Africa Center, the Weill Cornell Medical College, HiddenLight Productions Limited and Columbia University’s Mailman School of Public Health, and as Co-Chair of the Advisory Board of the Of Many Institute at New York University. When concluding that Ms. Clinton should serve as a director, IAC’s Board considered her broad public policy experience and keen intellectual acumen, which together the Board believes brings a unique perspective to IAC’s businesses and initiatives, as well as her private equity and venture capital experience, which the Board believes gives her particular insight into investment strategy.

Barry Diller, age 81, has been a director and Chairman and Senior Executive of IAC since December 2010. Mr. Diller previously served as a director and Chairman and Chief Executive Officer of

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IAC from August 1995 to November 2010. Mr. Diller also serves as Chairman and Senior Executive of Expedia Group, Inc., which position he has held since August 2005. Mr. Diller, along with Expedia Group’s Vice Chairman, oversaw the company’s executive leadership team, managing day-to-day operations, from December 2019 until April 2020, when Expedia Group, Inc.’s Vice Chairman also became the company’s Chief Executive Officer. Prior to joining IAC, Mr. Diller was chairman of the board of directors and Chief Executive Officer of QVC, Inc. from December 1992 through December 1994. From 1984 to 1992, Mr. Diller served as chairman of the board of directors and Chief Executive Officer of Fox, Inc. Prior to joining Fox, Inc., Mr. Diller served for ten years as chairman of the board of directors and Chief Executive Officer of Paramount Pictures Corporation. Mr. Diller served as Chairman (in a non-executive capacity) of the board of directors of Live Nation Entertainment, Inc. (and its predecessor companies, Ticketmaster Entertainment and Ticketmaster) (“Live Nation”)) from August 2008 to October 2010, and continued to serve as a member of the board of directors of Live Nation through January 2011. Mr. Diller also served as Chairman and Senior Executive of TripAdvisor, Inc., an online travel company (“TripAdvisor”), from December 2011 to December 2012, served as a member of the board of directors of TripAdvisor from December 2011 through April 2013 and served as a special advisor to the Chief Executive Officer of TripAdvisor from April 2013 to March 2017. Mr. Diller is also currently a member of the board of directors of The Coca-Cola Company and MGM Resorts International. In addition to his for-profit affiliations, Mr. Diller is a member of The Business Council and serves on the Dean’s Council of The New York University Tisch School of the Arts, the Board of Councilors for the School of Cinema-Television at the University of Southern California and the Advisory Board of the Peter G. Peterson Foundation, among other not-for-profit affiliations. IAC’s Board nominated Mr. Diller because he has been Chairman and Senior Executive since 2010 and prior to that time, served as Chairman and Chief Executive Officer of IAC since 1995, and as a result, possesses a great depth of knowledge and experience regarding IAC and its businesses. In addition, the Board noted Mr. Diller’s ability to exercise influence (subject to IAC’s organizational documents and Delaware law) over the outcome of matters involving IAC that require stockholder approval given the fact that he and certain members of his family collectively have sole voting and/or investment power over all shares of IAC Class B common stock outstanding, which shares represent a significant percentage of the voting power of IAC capital stock.

Michael D. Eisner, age 81, has been a director of IAC since March 2011. Mr. Eisner has served as Chairman of The Tornante Company, LLC, a privately held company that invests in, acquires, incubates and operates media and entertainment companies (“Tornante”), since 2005. Mr. Eisner currently serves as Chairman of the board of directors of the Portsmouth Community Football Club Limited, a League One English football club, which Tornante acquired in August 2017. Mr. Eisner also previously served as Chairman of two Tornante portfolio companies, The Topps Company, a leading creator and marketer of sports cards, distinctive confectionery and other entertainment products, and Vuguru, a studio focusing on the production of groundbreaking programming for the internet and other digital platforms. Mr. Eisner served as Chairman of The Topps Company from October 2007 to April 2013, and then again from January 1, 2021 until January 2022, when the sports and entertainment portion of the company was sold, leaving the candy and digital card services portion, now known as The Bazooka Companies, Inc., where Mr. Eisner serves as Chairman. Prior to founding Tornante, Mr. Eisner served as Chairman and Chief Executive Officer of The Walt Disney Company from 1984. In addition to his for-profit affiliations, Mr. Eisner serves on the boards of directors of Denison University, The Aspen Institute, the Yale School of Architecture Dean’s Council and The Eisner Foundation. When concluding that Mr. Eisner should serve as a director, IAC’s Board considered his experience with Tornante, which the Board believes gives him particular insight into investments in, and the development and operation of, media and entertainment companies that focus on programming and content for emerging platforms. IAC’s Board also considered Mr. Eisner’s experience as the Chairman and Chief Executive Officer of The Walt Disney Company, which the Board believes gives him particular insight into business strategy and leadership, marketing and consumer branding, as well as a high level of financial literacy and insight into the media and entertainment industries.

Bonnie S. Hammer, age 72, has been a director of IAC since September 2014. Since September 2020, Ms. Hammer has served as Vice Chairman of NBCUniversal. Prior to assuming this role, from October 2019, Ms. Hammer served as Chairman of NBCUniversal Content Studios, in which capacity she oversaw the company’s television studios (Universal Television, Universal Content Productions and NBCUniversal International Studios). Prior to her tenure as Chairman of NBCUniversal Content Studios, Ms. Hammer served as Chairman of NBCUniversal Direct to Consumer and Digital Enterprises (January 2019 to

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October 2019), where she led the development of NBCUniversal’s new streaming service, Peacock. Prior to this role, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment from February 2013 to January 2019. In this capacity, Ms. Hammer had executive oversight over a number of leading cable brands (including USA, Syfy, E! Entertainment, Bravo, Oxygen and Universal Kids networks), as well as Universal Cable Productions, which created original scripted content for cable, broadcast and streaming platforms, and Wilshire Studios, which produced original reality programming. Prior to her tenure as Chairman of NBCUniversal Cable Entertainment, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment and Cable Studios from November 2010. In this capacity, Ms. Hammer had executive oversight over certain well known cable brands (including USA, Syfy, E! Entertainment, Chiller, Cloo and Universal HD networks), as well as Universal Cable Productions and Wilshire Studios. Prior to joining NBCUniversal in May 2004, Ms. Hammer served as President of Syfy from 2001 to 2004 and held other senior executive positions at Syfy and USA Network from 1989 to 2000. Earlier in her career, she was an original programming executive at Lifetime Television Network from 1987 to 1989. Ms. Hammer has served as a member of the board of directors of eBay, Inc. since January 2015. In addition to her for-profit affiliations, Ms. Hammer currently sits on the Board of Governors for the Motion Picture & Television Fund Foundation and serves on the strategic planning committee for Boston University’s College of Communication, her alma mater, and from which Ms. Hammer received an honorary doctorate degree in 2017. When concluding that Ms. Hammer should serve as a director, IAC’s Board considered her experience as Vice Chairman of NBCUniversal, as well as her experience as the Chairman of both NBCUniversal Content Studios and NBCUniversal Direct to Consumer and Digital Enterprises, and her prior roles with NBCUniversal Cable Entertainment, NBCUniversal Media, LLC, USA Network and Lifetime Television Network, which the Board believes give her particular insight into business strategy and leadership, as well as a high level of financial literacy and a seasoned insight into the media and entertainment industries, particularly pay television network programming and production and multiplatform branding.

Victor A. Kaufman, age 79, has been a director of IAC since December 1996 and has been Vice Chairman of IAC since October 1999. Mr. Kaufman also served as Vice Chairman of Expedia Group, Inc. from August 2005 to June 2018 and as a member of its board of directors from August 2005 to March 2020. Previously, Mr. Kaufman served in IAC’s Office of the Chairman from January 1997 to November 1997 and as IAC’s Chief Financial Officer from November 1997 to October 1999. Prior to joining IAC, Mr. Kaufman served as Chairman and Chief Executive Officer of Savoy Pictures Entertainment, Inc. from March 1992 and as a director of Savoy from February 1992. Mr. Kaufman was the founding Chairman and Chief Executive Officer of Tri-Star Pictures, Inc. and served in such capacities from 1983 until December 1987, at which time he became President and Chief Executive Officer of Tri-Star’s successor company, Columbia Pictures Entertainment, Inc. He resigned from these positions at the end of 1989 following the acquisition of Columbia by Sony USA, Inc. Mr. Kaufman joined Columbia in 1974 and served in a variety of senior positions at Columbia and its affiliates prior to the founding of Tri-Star. Mr. Kaufman also served as Vice Chairman of the board of directors of Live Nation from August 2008 through January 2010, and continued to serve as a member of the board of directors of Live Nation from January 2010 through December 2010. In addition, Mr. Kaufman served as a member of the board of directors of TripAdvisor from December 2011 to February 2013. When concluding that Mr. Kaufman should serve as a director, IAC’s Board considered the unique knowledge and experience regarding IAC and its businesses that he has gained through his involvement with IAC in various roles since 1996, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

Joseph Levin, age 43, has been a director and has served as Chief Executive Officer of IAC since June 2015. Prior to his appointment as Chief Executive Officer of IAC, Mr. Levin served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC’s former Search & Applications segment, from January 2012 to June 2015. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. In October 2022, Mr. Levin was also appointed as CEO of Angi Inc and has served as a director and Chairman of the board of Angi since September 2017. Mr. Levin has also served as a director of MGM Resorts International since August 2020. Mr. Levin previously served as a director and Chairman of the board of directors of Vimeo, Inc. (from May 2021 through March 2023), as a director of Match Group, Inc. (from October 2015 through

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September 2022) and as a director of Groupon, Inc. (from March 2017 to July 2019). In addition to his for-profit affiliations, Mr. Levin serves on the Undergraduate Executive Board of Wharton School. When concluding that Mr. Levin should serve as a director, IAC’s Board considered the unique knowledge and experience regarding IAC and its businesses that he has gained through his various roles with IAC since 2003, most recently his role as Chief Executive Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

Bryan Lourd, age 62, has been a director of IAC since April 2005. Mr. Lourd has served as a partner and Managing Director of Creative Artists Agency (“CAA”) since October 1995. CAA is among the world’s leading entertainment agencies and is based in Los Angeles, California, with offices in Nashville, New York, London and Beijing, among other locations. He is a graduate of the University of Southern California. When concluding that Mr. Lourd should serve as a director, IAC’s Board considered his extensive experience as a principal of CAA, which the Board believes gives him particular insight into business strategy and leadership, as well as unique and specialized experience regarding the entertainment industry and marketing.

David Rosenblatt, age 55, has been a director of IAC since December 2008. Mr. Rosenblatt currently serves as the Chief Executive Officer of 1stdibs.com, Inc., an online marketplace for design, including furniture, art, jewelry and fashion. Mr. Rosenblatt previously served as President, Global Display Advertising, of Google, Inc. from October 2008 through May 2009. Mr. Rosenblatt joined Google in March 2008 in connection with Google’s acquisition of DoubleClick, Inc., a provider of digital marketing technology and services. Mr. Rosenblatt joined DoubleClick in 1997 as part of its initial management team and held several executive positions during his tenure, including Chief Executive Officer of DoubleClick from July 2005 through March 2008 and President of DoubleClick from 2000 through July 2005. Mr. Rosenblatt has also served as a member of the boards of directors of Twitter from January 2011 through October 2022 and Farfetch UK Limited (the world’s largest digital marketplace for luxury fashion) since July 2017. When concluding that Mr. Rosenblatt should serve as a director, IAC’s Board considered his extensive and unique experience in the online advertising and digital marketing technology and services industries, as well as his management experience with DoubleClick, Google and 1stdibs.com, Inc., which the Board believes gives him particular insight into business strategy and leadership, as well as a deep understanding of the online advertising and e-commerce industries.

Alan G. Spoon, age 71, has been a director of IAC since February 2003. Mr. Spoon served as General Partner and Partner Emeritus of Polaris Partners from 2011 to 2018. He previously served as Managing General Partner of Polaris Partners from 2000 to 2010. Polaris Partners is a private investment firm that provides venture capital and management assistance to development stage information technology and life sciences companies. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company (now known as Graham Holdings Company) from March 1991 through May 2000 and served as President from September 1993 through May 2000. Prior to his service in these roles, he held a wide variety of positions at The Washington Post Company, including as President of Newsweek from September 1989 to May 1991. Mr. Spoon has served as a member of the board of directors of Danaher Corporation (a designer, manufacturer and marketer of professional, medical, industrial and commercial products and services) since July 1999, Match Group, Inc. since November 2015 and as Chairman of the board of directors of Fortive Corporation (a developer, manufacturer and marketer of professional and engineered products, software and services for a variety of end markets) since July 2016. Mr. Spoon previously served as a member of the board of directors of Cable One, Inc. (a leading broadband communications provider) during the past five years. In his not-for-profit affiliations, Mr. Spoon was a member of the Board of Regents at the Smithsonian Institution (formerly Vice Chairman) and is a longtime member of the MIT Corporation, where he serves on the Executive Committee and is Chair of its Risk and Audit Committee. He also serves as director of The Center for Reimagining Learning (successor organization to edX, a not-for-profit large-scale online education platform), sponsored by Harvard and MIT. When concluding that Mr. Spoon should serve as a director, IAC’s Board considered his extensive private and public company board experience and public company management experience, all of which the Board believes give him particular insight into business strategy, leadership and marketing in the media industry, as well as his experience serving on audit committees (and the attendant risk oversight duties), which the Board believes give him particular insight into risk management. IAC’s Board also considered Mr. Spoon’s private equity experience and engagement with the MIT Corporation, which the Board believes gives him particular insight into trends in the internet and technology industries, as well as into acquisition strategy and financing.

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Alexander von Furstenberg, age 53, has been a director of IAC since December 2008. Mr. von Furstenberg currently serves as Chief Investment Officer of Ranger Global Advisors, LLC, a family office focused on value-based investing (“Ranger”), which he founded in June 2011. Prior to founding Ranger, Mr. von Furstenberg founded Arrow Capital Management, LLC, a private investment firm focused on global public equities, where he served as Co-Managing Member and Chief Investment Officer from 2003 to 2011. Mr. von Furstenberg has served as a member of the board of directors of Expedia Group, Inc. since December 2015 and La Scogliera (an Italian financial holding company and bank) since December 2016. Mr. von Furstenberg previously served on the board of directors of Liberty Expedia Holdings, Inc. from November 2016 to July 2019, when the company was acquired by Expedia Group, Inc. Since 2001, he has acted as Chief Investment Officer of Arrow Finance, LLC (formerly known as Arrow Investments, Inc.), the private investment office that serves his family. Mr. von Furstenberg also serves as a partner and Co-Chairman of Diane von Furstenberg Studio, LLC. In addition to his for-profit affiliations, Mr. Von Furstenberg serves as a director of The Diller-von Furstenberg Family Foundation and as a member of the board of directors of Friends of the High Line. When concluding that Mr. von Furstenberg should serve as a director, IAC’s Board considered his private investment and public board experience, which the Board believes give him particular insight into capital markets and investment strategy, as well as a high level of financial literacy. Mr. von Furstenberg is Mr. Diller’s stepson.

Richard F. Zannino, age 64, has been a director of IAC since June 2009. Since July 2009, Mr. Zannino has been a Managing Director at CCMP Capital Advisors, LLC, a private equity firm, where he also serves as a member of the firm’s Investment Committee and as co-head of the firm’s consumer sector. Mr. Zannino has served as a member of the boards of directors of The Estée Lauder Companies, Inc. (a multinational manufacturer and marketer of skincare, makeup, fragrance and haircare products) since January 2010, Ollie’s Bargain Outlet (a leading American retailer of closeout merchandise and excess inventory) since July 2015 and Hillman Solutions Corp. (a leading North American provider of complete hardware solutions) beginning prior to its July 2021 initial public offering to date and previously served as a member of the boards of directors of Francesca’s Collections (a women’s boutique clothing and accessories chain) and Jamieson Wellness (a leading Canadian branded manufacturer, distributor and marketer of natural health products) during the past five years. Mr. Zannino previously served as Chief Executive Officer and a member of the board of directors of Dow Jones & Company from February 2006 to December 2007, when Mr. Zannino resigned from these positions upon the acquisition of Dow Jones by News Corp. Prior to this time, Mr. Zannino served as Chief Operating Officer of Dow Jones from July 2002 to February 2006 and as Executive Vice President and Chief Financial Officer of Dow Jones from February 2001 to June 2002. Prior to his tenure at Dow Jones, Mr. Zannino served in a number of executive capacities at Liz Claiborne from 1998 to January 2001, and prior to that time served as Executive Vice President and Chief Financial Officer of General Signal (a manufacturer of equipment for the process, electrical and industrial technology industries) and in a number of executive capacities at Saks Fifth Avenue. In addition to his for-profit affiliations, Mr. Zannino currently serves as Vice Chairman of the Board of Trustees of Pace University. When concluding that Mr. Zannino should serve as a director, IAC’s Board considered his extensive public company management experience, which the Board believes gives him particular insight into business strategy, leadership and marketing, and his high level of financial literacy, as well as his experience serving on audit committees (and the attendant risk oversight duties), which the Board believes gives him particular insight into risk management. IAC’s Board also considered Mr. Zannino’s private equity experience, which the Board believes gives him particular insight into acquisition and investment strategy and financing.

Corporate Governance

Leadership Structure. IAC’s business and affairs are overseen by its Board, which currently has eleven members. There are three management representatives on IAC’s Board and, of the eight remaining current directors, seven are independent. IAC’s Board has standing Audit, Compensation and Human Capital, and Nominating Committees, each comprised solely of independent directors, as well as an Executive Committee. For more information regarding director independence and committees of IAC’s Board, see the discussion under Director Independence and Board of Directors and Board Committees below. All of IAC’s directors play an active role in board matters, are encouraged to communicate among themselves and directly with IAC’s Chairman and Senior Executive and Chief Executive Officer and have full access to IAC management at all times.

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

Mr. Diller currently serves as both Chairman and Senior Executive of IAC and has held both positions (for IAC and its predecessor entity) since December 2010. Mr. Levin currently serves as Chief Executive Officer of IAC and has held this position (for IAC and its predecessor entity) since June 2015. This leadership structure provides IAC with the benefit of Mr. Diller’s continued oversight of IAC’s strategic goals and vision, coupled with the benefit of a full time Chief Executive Officer dedicated to focusing on the day-to-day management and continued growth of IAC and its operating businesses. At this time, IAC believes that this leadership structure is the most appropriate one for IAC and its stockholders.

Risk Oversight. IAC management is responsible for assessing and managing IAC’s exposure to various risks on a day-to-day basis, which responsibilities include the creation of appropriate risk management programs and policies. IAC management has developed and implemented guidelines and policies to identify, assess and manage significant risks facing IAC. Such guidelines and policies include (among others) an assessment across all of IAC’s businesses, in connection with which management at each IAC business assesses, on an ongoing basis, strategic, financial, operational, information security and regulatory risks, together with related mitigation plans. The results of these assessments are then consolidated and reviewed by an Executive Risk Committee, consisting of members of IAC senior management, which, as part of its review, will prioritize risks and discuss mitigation plans. Following such review, these risk assessments are discussed at least semi-annually with the Audit Committee and at least annually with IAC’s Board.

In developing this framework, IAC 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 IAC stockholder value. IAC’s Board is responsible for overseeing IAC management in the execution of its responsibilities and for assessing IAC’s approach to risk management. IAC’s Board exercises these responsibilities periodically as part of its meetings and through discussions with IAC 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 others’) as part of their responsibilities.

Information security and cybersecurity are key components of risk management at IAC and its Chief Information Security Officer briefs the Audit Committee each quarter (and where appropriate, IAC’s Board) on the information security and cybersecurity programs of IAC and its various businesses and related priorities and controls. Certain compensation-related matters are also key components of risk management at IAC, with IAC 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 IAC’s compensation policies and programs and the administration of these programs pose any material risks to IAC. The findings of any risk assessment are discussed with the Compensation and Human Capital Committee and, where appropriate, IAC’s Board. Based upon these assessments, IAC 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 IAC.

In addition, an overall review of risks is inherent in the consideration by IAC’s Board of IAC’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 IAC’s Board in risk oversight of IAC is consistent with IAC’s leadership structure, with IAC’s Chairman and Senior Executive,

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Chief Executive Officer and other members of IAC senior management having responsibility for assessing and managing IAC’s risk exposure, and IAC’s Board and its committees providing oversight in connection with these efforts.

Stock Ownership Policy. In early 2022, IAC’s Compensation and Human Capital Committee adopted a stock ownership policy that covers members of IAC’s Board and executive officers. The policy provides for a minimum IAC ownership target that each non-employee director, as well as IAC’s Chairman and Senior Executive, Chief Executive Officer and other executive officers of IAC, is expected to accumulate and hold. Under the policy, all non-employee directors are expected to hold the lesser of a number of shares of IAC common stock with a value of at least five times their annual cash retainer (rounded down to the nearest 100 shares) and 12,400 shares of IAC common stock. For ownership target levels applicable to IAC’s Chairman and Senior Executive, Chief Executive Officer and other executive officers of IAC, see Compensation Discussion and Analysis — Stock Ownership Policy.

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

Director Independence. Under the Marketplace Rules of The Nasdaq Stock Market, LLC (“Nasdaq”), IAC’s Board has a responsibility to make an affirmative determination that those members of the board who serve as independent directors do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In connection with the independence determinations described below, in February 2022 and February 2023, IAC’s Board reviewed information regarding transactions, relationships and arrangements relevant to independence, including those required by the Marketplace Rules. This information is obtained from director responses to questionnaires circulated by IAC management, as well as from IAC records and publicly available information. Following these determinations, IAC management monitors those transactions, relationships and arrangements that were relevant to such determinations, as well as periodically solicits updated information potentially relevant to independence from internal personnel and directors, to determine whether there have been any developments that could potentially have an adverse impact on prior independence determinations.

In February 2022 and February 2023, IAC’s Board determined that each of Messrs. Eisner, Lourd, Rosenblatt, Spoon and Zannino and Mses. Clinton and Hammer satisfied the director independence requirements set forth in the Marketplace Rules, and that the members of the Audit and Compensation and Human Capital Committees also satisfied separate independence requirements under the standard imposed by applicable SEC rules and the Marketplace Rules for audit committee and compensation committee members.

Of the remaining incumbent directors in the case of both determinations, Messrs. Diller, Kaufman and Levin are executive officers of IAC and Mr. von Furstenberg is Mr. Diller’s stepson. Given these relationships, none of these directors is independent.

Director Nominations. The Nominating Committee identifies, reviews and evaluates individuals qualified to become members of IAC’s Board and recommends candidates to IAC’s Board. While there are no specific requirements for eligibility to serve as a director of IAC, in evaluating candidates, the Nominating Committee will consider (regardless of how the candidate was identified or recommended) whether the professional and personal ethics and values of the candidate are consistent with those of IAC, whether the candidate’s experience and expertise would be beneficial to IAC’s Board, whether the candidate is willing and able to devote the necessary time and energy to the work of IAC’s Board and whether the candidate is prepared and qualified to represent the best interests of IAC’s stockholders. While IAC’s Board does not have a formal diversity policy, the Nominating Committee also considers the overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of other members of IAC’s Board and those represented by IAC’s Board as a whole to ensure that the Board has the right mix of skills, expertise and background. As contemplated by the board diversity requirements set forth in the Marketplace Rules, certain gender and demographic information for IAC’s Board is set forth in the following matrix:

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Board Diversity Matrix (as of May 2, 2023)

Board Size:

Total Number of Directors

Part I: Gender Identity			Female						Male						Non- Binary						Did Not Disclose Gender
Directors					2						6						—						3

Part II: Demographic Background
African American or Black	—	—	—	—
Alaskan Native or Native American	—	—	—	—
Asian	—	—	—	—
Hispanic or Latinx	—	—	—	—
Native Hawaiian or Pacific Islander	—	—	—	—
White	2	6	—	—
Two or More Races or Ethnicities	—	—	—	—
LGBTQ+	—	—	—	—
Did Not Disclose Demographic Background	—	—	—	3

IAC’s Board does not have a formal policy regarding the consideration of director nominees recommended by stockholders, as to date, IAC has not received any such recommendations. However, IAC’s Board would consider such recommendations if made in the future. Stockholders who wish to make such a recommendation should send the recommendation to IAC Inc., 555 West 18th Street, New York, New York 10011, 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 an IAC 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 IAC stock ownership. Any director recommendations will be reviewed by IAC’s Corporate Secretary and the Chairman and Senior Executive, and if deemed appropriate, forwarded to the Nominating Committee for further review. If the Nominating Committee believes that the candidate fits the profile of a director described above, the recommendation will be shared with IAC’s Board.

Communications with IAC’s Board. Stockholders who wish to communicate with IAC’s Board or a particular director may send any such communication to IAC Inc., 555 West 18th Street, New York, New York 10011, 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 author as an IAC stockholder, provide evidence of the sender’s IAC stock ownership and clearly state whether the intended recipients are all members of IAC’s Board or a particular director or directors. IAC’s Corporate Secretary will then review such correspondence and forward it to IAC’s Board, or to the specified director(s), if appropriate.

The Board and Board Committees

The Board. During 2022, IAC’s Board met four times and took action by written consent once. All then-incumbent directors attended at least 75% of the meetings of IAC’s Board and the Board committees on which they served during 2022. Directors are not required to attend annual meetings of IAC stockholders. Two members of IAC’s Board attended IAC’s 2022 annual meeting of stockholders.

IAC’s Board currently has four standing committees: the Audit Committee, the Compensation and Human Capital Committee, the Nominating Committee and the Executive Committee.

Board Committees. The following table sets forth the members of each committee of IAC’s Board, the number of meetings held by each such committee during 2022 and the number of times that each such committee took action by written consent during 2022. Each committee member identified below served in the capacities set forth in the table immediately below for all of 2022, except that in February 2022,

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Ms. Hammer departed as Chairperson of the Compensation and Human Capital Committee and Mr. Rosenblatt became the Chairperson and Mr. Zannino joined as a member of such committee.

Name	Audit Committee		Compensation and Human Capital Committee		Nominating Committee		Executive Committee
Chelsea Clinton(1)		—		—		—		—
Barry Diller		—		—		—		X
Michael D. Eisner(1)		—		—		X		X
Bonnie S. Hammer(1)		—		—		X		—
Victor A. Kaufman		—		—		—		X
Joseph Levin		—		—		—		—
Bryan Lourd(1)		X		—		—		—
David Rosenblatt(1)		—	Chair			—		—
Alan G. Spoon(1)	Chair			—		—		—
Alexander von Furstenberg		—		—		—		—
Richard F. Zannino(1)		X		X		—		—
Number of Meetings		9		4		0		0
Number of Written Consents		0		6		1		1

(1)

Independent director.

Audit Committee. The Audit Committee of IAC’s Board functions pursuant to a written charter adopted by the Board, the most recent version of which is attached as Appendix A to this proxy statement. The Audit Committee is appointed by IAC’s Board to assist the Board with a variety of matters described in the charter, which include monitoring: (i) the integrity of IAC’s financial statements, (ii) the effectiveness of IAC’s internal control over financial reporting, (iii) the qualifications and independence of IAC’s independent registered public accounting firm, (iv) the performance of IAC’s internal audit function and independent registered public accounting firm, (v) IAC’s risk assessment and risk management policies as they relate to financial, cybersecurity and other risk exposures, and (vi) the compliance by IAC with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among its members, IACs independent registered public accounting firm, IAC’s internal audit function and IAC management. The Audit Committee may form and delegate authority to subcommittees and may delegate authority to one or more of its members. The formal report of the Audit Committee is set forth under the caption Audit Committee Matters — Audit Committee Report below.

IAC’s Board has previously concluded that Mr. Spoon is an “audit committee financial expert,” as such term is defined in applicable SEC rules and the Marketplace Rules and has satisfied the independence requirements set forth therein.

Compensation and Human Capital Committee. The Compensation and Human Capital Committee of IAC’s Board functions pursuant to a written charter adopted by the Board, the most recent version of which is attached as Appendix B to this proxy statement. The Compensation and Human Capital Committee is appointed by IAC’s Board to assist the Board with all matters relating to the compensation of IAC’s executive officers, as well as with those relating to human capital and workplace conduct. Consistent with its responsibility for these matters, the Compensation and Human Capital Committee has overall responsibility for approving and evaluating all compensation plans, policies and programs of IAC as they relate to IAC’s executive officers, as well as works with IAC management to assess risks relating to compensation, human capital and workplace conduct. The Compensation and Human Capital Committee may form and delegate authority to subcommittees and may delegate authority to one or more of its members. The Compensation and Human Capital Committee may also delegate to one or more IAC executive officers the authority to make grants of equity-based compensation to eligible individuals (other than directors or executive officers) to the extent allowed under applicable law. For additional information on IAC’s processes and procedures

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for the consideration and determination of executive compensation and the related roles of the Compensation and Human Resources Committee, IAC management and consultants, see the discussion under Compensation Discussion and Analysis. The formal report of the Compensation and Human Capital Committee is set forth under the caption Compensation and Human Capital Committee Report below.

Nominating Committee. The Nominating Committee of IAC’s Board functions pursuant to a written charter adopted by the Board, the most recent version of which is filed as Annex C to this proxy statement. The Nominating Committee is appointed by IAC’s Board to assist the Board by: (i) identifying, reviewing and evaluating individuals qualified to become members of IAC’s Board, (ii) recommending director nominees for the next annual meeting of stockholders (and nominees to fill vacancies on the Board as necessary) and (iii) making recommendations with respect to the compensation and benefits of directors.

Executive Committee. The Executive Committee of IAC’s Board has all the power and authority of the Board, except those powers specifically reserved to the Board by Delaware law or IAC’s organizational documents.

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PROPOSAL 2 — ADVISORY SAY ON PAY PROPOSAL

As required pursuant to Section 14 of the Exchange Act of 1934, as amended (the “Exchange Act”), IAC is seeking an advisory vote from its stockholders to approve the compensation of IAC’s named executives for 2022. This proposal is not intended to address any specific item of compensation, but rather IAC’s overall compensation program and policies relating to its named executives.

As described in detail in the Compensation Discussion and Analysis, IAC’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.

IAC believes that its executive officer compensation program, with its balance of short-term and long-term incentives, rewards sustained performance that is aligned with the long-term interests of IAC stockholders. Accordingly, IAC believes that the compensation paid to its named executives in 2022 was fair and appropriate and are asking IAC stockholders to vote FOR the adoption of the following resolution:

“RESOLVED, that IAC stockholders approve, on an advisory basis, the compensation of IAC’s named executives for 2022, 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 Advisory Say on Pay Proposal requires the affirmative vote of holders of a majority of the aggregate voting power of the shares of IAC capital stock present in person or represented by proxy and entitled to vote on the matter and voting together as a single class. The vote is advisory in nature and therefore not binding on IAC or its Board. However, IAC’s Board and the Compensation and Human Capital Committee value the opinions of all IAC stockholders and will consider the outcome of this vote when making future compensation decisions for its named executives.

IAC’s Board recommends a vote FOR the Advisory Say on Pay Proposal.

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PROPOSAL 3 — RATIFICATION OF APPOINTMENT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

Subject to stockholder ratification, the Audit Committee of IAC’s Board has appointed Ernst & Young LLP as IAC’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

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 IAC’s independent registered public accounting firm for 2023, the Audit Committee considered: (i) the firm’s performance as IAC’s independent registered public accounting firm, (ii) the fact that the firm has audited the financial statements of IAC (and its predecessor entities) since 1996, (iii) the firm’s independence with respect to the services to be performed for IAC 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 attend the Annual Meeting and will be given an opportunity to make a statement if he or she so chooses to do so and will be available to respond to appropriate questions.

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

IAC’s Board recommends a vote FOR the ratification of the appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the fiscal year ending December 31, 2023.

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AUDIT COMMITTEE MATTERS

Audit Committee Report

The Audit Committee functions pursuant to a written charter adopted by IAC’s Board, the most recent version of which is attached as Appendix A to this proxy statement. The Audit Committee charter governs the operations of the Audit Committee and sets forth its responsibilities, which include providing assistance to IAC’s Board with the monitoring of: (i) the integrity of IAC’s financial statements, (ii) the effectiveness of IAC’s internal control over financial reporting, (iii) the qualifications and independence of IAC’s independent registered public accounting firm, (iv) the performance of IAC’s internal audit function and independent registered public accounting firm, (v) IAC’s risk assessment and risk management policies as they relate to financial, cybersecurity and other risk exposures, and (vi) compliance by IAC with legal and regulatory requirements. It is not the duty of the Audit Committee to plan or conduct audits or to determine that IAC’s financial statements and disclosures are complete, accurate and have been prepared in accordance with generally accepted accounting principles and applicable rules and regulations. IAC management is responsible for IAC’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 IAC’s consolidated financial statements and the effectiveness of IAC’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 IAC included in IAC’s Annual Report on Form 10-K for the year ended December 31, 2022 with IAC’s management and Ernst & Young LLP, IAC’s independent registered public accounting firm.

The Audit Committee has discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the PCAOB and the SEC. In addition, the Audit Committee has received 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 IAC and its management.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to IAC’s Board that the audited consolidated financial statements of IAC be included in IAC’s Annual Report on Form 10-K for the year ended December 31, 2022 for filing with the SEC.

Members of the Audit Committee

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

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Fees Paid to IAC’s Independent Registered Public Accounting Firm

The following table sets forth fees for all professional services rendered by Ernst & Young LLP to IAC (or its predecessor, as applicable) for the years ended December 31, 2022 and 2021:

	2022			2021
Audit Fees(1)		$	5,526,050		$	4,835,387
Audit-Related Fees(2)		$	907,000		$	1,185,213
Total Audit and Audit-Related Fees		$	6,433,050		$	6,020,600
Tax Fees(3)		$	11,000			—
Total Fees		$	6,444,050		$	6,020,600

(1)

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

Excludes 2022 Audit Fees in the total aggregate amount of $2,572,876 incurred and paid directly by Angi Inc.

Audit Fees in 2021 include fees: (i) associated with the annual audit of financial statements and internal control over financial reporting and the review of periodic reports, (ii) associated with the full separation of Vimeo, Inc. (“Vimeo”) from the remaining business of IAC in May 2021 (the “Vimeo Spin-Off”), including for the review of the registration statement on Form S-4 and related comment letters and certain other filings related to the Vimeo Spin-Off and post-report review procedures performed in connection with the issuance of consents for certain registration statements related to the Vimeo Spin-Off, (iii) for a statutory audit (an audit required by local law performed for an IAC business in a jurisdiction abroad) and (iv) for accounting consultations.

Excludes 2021 Audit Fees in the total aggregate amount of $2,134,402 and $83,125 incurred and paid directly by Angi Inc. and Vimeo, respectively.

(2)

Audit-Related Fees in 2022 include fees: (i) associated with the review of financial statements that Dotdash Meredith, Inc., a wholly-owned subsidiary of IAC (“Dotdash Meredith”), is required to deliver on a quarterly basis to its lenders, (ii) associated with employee benefit plan audits for IAC and Dotdash Meredith, (iii) associated with the June 30, 2022 audit and post-report review procedures performed in connection with the issuance of consents related to certain SEC filings by a wholly-owned subsidiary of IAC and (iv) associated with an aviation fuel audit for Dotdash Meredith.

Audit-Related Fees in 2021 include fees: (i) associated with incremental audit procedures for the standalone audit of Dotdash Media, Inc. for the fiscal years ended December 31, 2021, 2020 and 2019 in connection with Dotdash Meredith, Inc.’s credit agreement and borrowings thereunder, (ii) associated with the review of financial statements that Dotdash Meredith, Inc. is required to periodically deliver to lenders and (iii) for benefit plan audits.

(3)

Tax fees in 2022 primarily include fees paid for international tax compliance services.

Audit and Non-Audit Services Pre-Approval Policy

The Audit Committee has a policy governing the pre-approval of all audit and permitted non-audit services performed by IAC’s independent registered public accounting firm in order to ensure that the provision of these services does not impair such firm’s independence from IAC and its management. Unless a type of service to be provided by IAC’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

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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 IAC’s independent registered public accounting firm are established periodically from time to time by the Audit Committee.

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

INFORMATION CONCERNING IAC EXECUTIVE OFFICERS WHO ARE NOT DIRECTORS

Background information about IAC’s current executive officers who are not director nominees is set forth below. For background information about IAC’s Chairman and Senior Executive, Barry Diller, Chief Executive Officer, Joseph Levin, and Vice Chairman, Victor A. Kaufman, see the discussion under Information Concerning Director Nominees beginning on page 6.

Christopher Halpin, age 46, has served as Executive Vice President, Chief Financial Officer and Chief Operating Officer of IAC since February 2023 and 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, where he worked for thirteen years, during which time he led transactions across the firm’s media, entertainment and technology investments. Mr. Halpin began his career in the Merchant Banking Department of Goldman Sachs & Co.

Kendall Handler, age 38, 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 merger and acquisitions activity, first in her capacity as M&A Counsel of IAC and then as Vice President, M&A Counsel of IAC. Before joining IAC in 2017, Ms. Handler served for over six years as an associate at Wachtell, Lipton, Rosen & Katz, where she advised clients on mergers and acquisitions, corporate governance and other general corporate matters. Ms. Handler has served on the boards of directors of Angi Inc. and Vimeo, Inc. since December 2020 and May 2021, respectively.

Mark Stein, age 55, 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, Inc. from October 2015 through June 2020 and has served as a member of the board of directors of Angi Inc. since September 2017.

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COMPENSATION DISCUSSION AND ANALYSIS

Philosophy and Objectives

Overview. The executive officers whose compensation is discussed in this compensation discussion and analysis (the “CD&A”), and to whom IAC refers to as its named executive officers in this CD&A (the “NEOs”), are:

•

Barry Diller, Chairman and Senior Executive;

•

Joseph Levin, Chief Executive Officer;

•

Christopher Halpin, Executive Vice President, Chief Financial Officer (and effective as of February 2, 2023, Chief Operating Officer);

•

Mark Stein, Executive Vice President and Chief Strategy Officer (and effective as of March 1, 2023, Senior Advisor to IAC); and

•

Kendall Handler, Executive Vice President and Chief Legal Officer.

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

Although IAC is a publicly traded company, it attempts to foster an entrepreneurial culture, and attract and retain senior executives with entrepreneurial backgrounds, attitudes and aspirations. Accordingly, when attempting to recruit and retain executive officers, as well as other executives who may become executive officers at a later time, IAC competes not only with other public companies, but also with earlier stage companies, companies funded by private equity and venture capital and other professional firms. IAC structures its executive compensation program so that it can compete in this varied marketplace for talent, with an emphasis on variable, contingent compensation and long-term equity ownership.

While IAC considers competitive market data in establishing broad compensation policies and practices and annually assesses the compensation associated with particular executive positions, it does not definitively rely on competitive market data or other benchmarking information in establishing executive compensation levels or structures. IAC makes decisions based on a host of factors particular to a given executive officer’s situation, including its firsthand experience with competition for recruiting executives and its understanding of the current environment, and believes that over-reliance on survey data (or a benchmarking approach) is too rigid for the dynamic and fast changing marketplace for talent in which IAC competes.

Similarly, IAC believes that arithmetic approaches to measuring and rewarding short-term performance often fail to adequately take into account the multiple factors that contribute to success at the individual executive and business level. In any given fiscal year, IAC may have multiple objectives, and these objectives (and their relative importance) often change as competitive and strategic landscapes shift. Accordingly, IAC has historically avoided the use of strict formulas in its annual bonus program, believing that they often over-compensate or under-compensate a given performance level. IAC instead relies primarily on an approach that, while based on clear objectives, is not formulaic and allows for the exercise of discretion by the Compensation and Human Capital Committee of IAC’s Board (for purposes of this CD&A, the “Committee”) based on its review of a range of Company and, to a lesser extent, individual performance factors and other considerations in setting final bonus amounts.

In addition, IAC is of the view that long-term incentive compensation in the form of equity awards aligns the interests of executives with those of its stockholders. To further this important goal, equity awards play a prominent role in IAC’s overall executive compensation program. IAC has changed the form of its equity awards periodically over the years. In 2020, IAC shifted to long-term, cliff-vesting restricted stock unit (“RSU”) awards and, in the case of Mr. Levin only, a long-term, cliff-vesting performance-based restricted stock award. And, in 2023 IAC switched to annual RSUs vesting over a four-year period with varied and backloaded vesting by individual. IAC made the change from stock options in 2019 to full value awards to reduce the dilutive impact of equity awards granted to its executive officers and strengthen the

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durability of retention, while still aligning the interests of its executives with those of its stockholders. IAC will continue to evaluate the appropriate form of equity-based incentive awards as market conditions evolve.

IAC believes that its executive compensation program puts the substantial majority of compensation at risk, rewards both individual executive officer and corporate performance in a targeted fashion, pays amounts appropriate to attract and retain those key individuals necessary to grow IAC and aligns the interests of its key executive officers with those of its stockholders.

Annual Advisory Vote on NEO Compensation. IAC provides its stockholders with the opportunity to cast an advisory vote to approve the compensation of its NEOs on an annual basis. At its 2022 annual meeting of stockholders, approximately 85% of the shares voted were cast in support of the say-on-pay proposal (a “say-on-pay” proposal). The Committee believes that the vote reflected stockholder support for IAC’s approach to executive compensation, and, as such, did not factor into any changes to our compensation program in 2022 or early 2023. IAC regularly evaluates and refines its executive compensation program and will continue to do so, taking into account evolving best practices and stockholder feedback, including the results of future say on pay votes.

Compensation Decisions — Roles and Responsibilities

The Committee has primary responsibility for establishing the compensation of our executive officers. All compensation decisions referred to throughout this CD&A have been made by the Committee at meetings, based (in part) on recommendations from Messrs. Diller and Levin, as well as on such additional information deemed pertinent by the Committee in its discretion (as described below). The Committee currently consists of Mr. Rosenblatt (Chair) and Mr. Zannino.

Our executive officers participate in structuring IAC-wide compensation programs and in establishing appropriate bonus and equity pools. In early 2023, Messrs. Diller and Levin met with the Committee and discussed their views of corporate and individual executive officer performance for 2022 for Messrs. Halpin and Stein and Ms. Handler, and their recommendations for annual bonuses for these executive officers. Mr. Diller also separately discussed Mr. Levin’s performance, and recommended a bonus for him, as well as discussed his views on his own performance, with the Committee. Following these discussions, the Committee met in an executive session to review and discuss these recommendations. After consideration of these recommendations, the Committee ultimately determined the annual bonus for each executive officer and determined not to adjust any salaries or grant any equity awards to any executive officer other than for Mr. Halpin and Ms. Handler. In establishing a given executive officer’s compensation package, each individual component was evaluated independently and in relation to the package as a whole. Prior earning histories and outstanding long-term compensation arrangements were also reviewed and taken into account. However, the Committee does not believe in any formulaic relationship or targeted allocation between these elements. Instead, each individual executive officer’s situation was evaluated on a case- by-case basis (and is each year), considering a variety of relevant factors at the time.

From time to time, the Committee will solicit the advice of consulting firms and engage legal counsel. The Committee has also determined to receive, on at least an annual basis, a live presentation about recent developments and best practices concerning executive compensation, which took place in early 2022 and 2023. IAC may also solicit survey or peer compensation data from various consulting firms and review this information with the Committee.

In addition, when structuring and determining Mr. Diller’s and Mr. Levin’s compensation, the Committee will retain a separate independent compensation consultant, chosen after considering such factors that the Committee reasonably determines to be appropriate and as may be required by 5605(d)(3) of the Marketplace Rules. From time to time, the Committee will direct such consultant to furnish any reports and/or peer studies as may be required by the Committee.

In connection with the IAC’s annual compensation review in late 2021, the Committee retained Compensia, Inc. (“Compensia”), an independent compensation consulting firm. As part of the annual review process for 2022 compensation, IAC asked Compensia to conduct a competitive market assessment of the Company’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

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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 2022 and through early 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 its compensation consultant’s independence annually.

Compensation Elements

Our compensation packages for our executive officers primarily consist of base salary, annual bonuses, equity awards and, in certain instances, perquisites and other benefits.

Base Salary

Base salary represents the fixed portion of an executive officer’s compensation and is intended to provide compensation for expected day-to-day performance. IAC typically negotiates a new executive officer’s starting salary upon arrival, based on factors such as prior compensation levels for the particular position within IAC, IAC’s New York City location, salary levels of other executive officers within IAC and salary levels available to the individual in alternative opportunities. Salaries are reviewed periodically and may be increased based on a number of factors, including the assumption of additional responsibilities and other factors that demonstrate an executive officer’s increased value to IAC and review of competitive market data. The Company agreed upon a starting salary with Mr. Halpin in connection with his joining the Company in January 2022. No other executive officer’s salary was adjusted during 2022.

Annual Bonuses

General. IAC’s bonus program is designed to reward performance on an annual basis and annual bonuses are discretionary. Executive officer bonuses tend to be highly variable from year-to-year depending on IAC’s performance and, in certain circumstances, individual executive officer performance. Because of the variable nature of the annual bonus program, and because in any given year bonuses can make up the significant majority of an executive officer’s cash compensation, IAC believes its executive officer annual bonus program provides a strong incentive for its executive officers to achieve annual corporate, strategic and individual performance objectives. Bonuses for the 2022 fiscal year were paid in March 2023.

In making its determinations regarding individual annual bonus amounts, the Committee considers a variety of factors, such as growth in profitability or achievement of strategic objectives by IAC and, to a lesser extent, an individual’s performance and contribution to IAC. The Committee does not quantify the weight given to any specific factor or otherwise follow a formulaic calculation. Rather, the Committee engages in an overall assessment of appropriate bonus levels based on an evaluation of all of the criteria it determines to be relevant.

2022 Bonuses. For 2022, in determining bonus amounts, the Committee considered a variety of factors specific to IAC’s overall performance, including:

•

Strategic initiatives. During 2022, IAC:

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made significant progress on integrating Dotdash Meredith, including the migration of Meredith properties to the Dotdash technology platform and the rationalization of the print business;

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changed leadership at Angi, with Mr. Levin being appointed as CEO of Angi in addition to his continuing role as CEO of IAC;

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raised $60 million in a primary and secondary investment in Vivian Health, providing additional capital to support its growth;

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completed the sale of BlueCrew, a technology driven staffing platform exclusively for flexible W-2 work;

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continued its involvement in MGM Resorts International (“MGM”), increasing it meaningful ownership stake in August 2022, and Turo, a peer-to-peer carsharing company in which IAC is the largest shareholder; and

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continued to reinvest in each of IAC’s businesses to drive growth over the long-term.

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Cash Position. IAC ended the year with $1.71 billion of cash and cash equivalents and marketable equity securities (excluding MGM) on a consolidated basis, of which $321.2 million and $123.9 million was held by Angi Inc. and Dotdash Meredith, respectively. IAC believes this cash balance positions it for further long-term growth as it continues to invest in its businesses and identify new opportunities for expansion; and

•

Operating Results. Consolidated revenue in 2022 decreased 6% over the prior year on a pro forma basis for the Meredith acquisition, reflecting challenges at Dotdash Meredith and Search, offset by growth at Angi, Care.com and Vivian Health. Total Adjusted EBITDA in 2022 decreased approximately 38% over the prior year on a pro forma basis for the Meredith acquisition, reflecting challenges at Dotdash Meredith (including restructuring charges of $72 million) and Search, offset by growth at Angi and Care.com.

While the factors noted above were the primary factors considered in determining bonus amounts, the Committee also considered each executive officer’s role and responsibilities, the relative contributions made by each executive officer during the year, the relative size of the bonus amounts paid to other executive officers, the recommendations of the Chairman and Senior Executive and the Chief Executive Officer (other than for their own bonuses) and market data. In addition, the Committee considered achievements in 2022 as compared to achievements and bonus levels in prior years.

Notwithstanding his continuing strategic oversight of IAC’s businesses and his active involvement with MGM, Mr. Diller did not receive a bonus for 2022 due to the Company’s mixed financial performance, as well as his prior compensation history in which he was rewarded in years of strong financial performance. For the same reasons, Mr. Stein did not receive a bonus notwithstanding his active involvement in the Company’s strategic initiatives and his oversight of certain IAC businesses and investments, including in particular IAC’s Search business. Given the Company’s financial performance, the Committee considered carefully the bonus for Joey Levin. In determining the bonus awarded to Mr. Levin, the Committee considered, in particular, Mr. Levin’s ongoing commitment to helping lead and build the long-term future of IAC, as well as his assumption of the CEO position at Angi. The Committee also noted that Mr. Levin had resigned from his position as Chairman of the board of directors of Match Group, Inc. in order to focus more time on his responsibilities at IAC. The Committee also considered that during 2022, Mr. Levin continued his focus on managing IAC’s day-to-day business operations and participating in the development of strategic initiatives for IAC, as well as his active involvement with businesses in which IAC has an interest through his board service at MGM and Turo.

With respect to 2022 bonuses for our other NEOs, the Committee considered the following with respect to: (i) Mr. Halpin, his new role as Chief Financial Officer, as well as his role in managing the Company’s balance sheet and capital position, and his contribution to strategic, cost management and other operational initiatives, as well as taking on additional operational responsibilities, which were formalized with his promotion to Chief Operating Officer in addition to Chief Financial Officer, and (ii) Ms. Handler, her role in the Vivian Health capital raise, her role in the sale of BlueCrew and her overall leadership, as well as her ongoing oversight of IAC’s legal, human resources, regulatory and compliance activities.

Long-Term Incentives

Overview. Due to IAC’s entrepreneurial philosophy, it believes that providing a meaningful equity stake in its business is essential to create compensation opportunities that can compete, on a risk-adjusted basis, with the wide range of entrepreneurial employment alternatives in the competitive market. In addition, IAC believes that ownership shapes behavior, and that by providing compensation in the form of equity awards, it aligns executive officer incentives with stockholder interests in a manner that drives superior performance over time.

In determining the size of equity awards for an executive officer for any given period, the Committee reviews and evaluates on an individual-by-individual basis the amount of outstanding unvested and/or

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unexercised equity awards, as well as previously earned or exercised equity awards. In setting award levels, the predominant factors considered by the Committee are providing the executive officer with effective retention incentives, appropriate reward for past performance and incentives for strong future performance and competitive conditions. The annual corporate performance factors relevant to setting bonus amounts are also considered, although equity awards tend to be more forward-looking, and are a longer-term retention and reward instrument relative to annual bonuses. In 2020, most of our executive officers received RSUs that cliff vest five years from the grant date (in 2025) and Mr. Levin received a performance-based restricted stock award that vests ten years from the grant date. These awards have a longer vesting period relative to typical market practice (generally vesting annually or quarterly over three to four years), and IAC believed these terms would enhance retention. Due to the cliff-vest nature and other parameters of the equity awards granted in 2020, our executives were not expected to, and did not (except as noted below), receive any equity awards in 2022.

IAC’s practice has been to schedule Committee meetings at which equity awards are to be granted well in advance of (and without regard to) the timing of the release of earnings or other material information.

2022 Equity Award. In January 2022, upon Mr. Halpin joining the Company as Executive Vice President and Chief Financial Officer, the Committee granted him: (i) RSUs that would vest in one year and (ii) RSUs that would cliff vest in five years, both as described below under 2022 Employment Related Arrangements. The five-year award is subject to ratable vesting (based on completed years of service from the grant date) in the case of an involuntary termination or upon a qualifying retirement following the second anniversary of the grant date. The one-year award was intended to compensate Mr. Halpin for amounts he would otherwise have been entitled to receive from his prior employer and the five-year award reflected the Committee’s view of an appropriate award given Mr. Halpin’s qualifications for the role, other opportunities that may have been available to him and an appropriate incentive for the role he would be expected to have at IAC.

2023 Equity Awards. In late 2022 and early 2023, the Committee reviewed outstanding equity awards held by our executive officers and other employees, most of which are scheduled to cliff vest in 2025 (or 2027 in the case of Mr. Halpin). Although the prior equity awards were generally intended to be multi-year awards, the Committee considered shifting to a more systematic annual grant program in light of current market conditions and retention profiles. Following such consideration, in March 2023, the Committee awarded RSUs to the following executive officers:

•

Mr. Halpin received an award with a grant date value of $8 million and vesting 37.5% on the first and second anniversaries of the grant date and 12.5% on the third and fourth anniversaries of the grant date; and

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Ms. Handler received an award with a grant date value of $2 million and vesting 25%, 0%, 50% and 25% on the first four anniversaries of the grant date.

In determining the award for Mr. Halpin, the Committee considered Mr. Halpin’s promotion to Chief Operating Officer. In determining the award for Ms. Handler, the Committee noted overall annual compensation for Ms. Handler’s role, as well as the proposed vesting schedule of the award, which results in the majority of the award vesting after the vesting of Ms. Handler’s existing cliff-vesting award.

No other executive officer received an equity award in 2023. For Messrs. Diller and Levin, this was due to their current equity positions and for Mr. Stein due to the change in his role to Senior Advisor for a term ending March 1, 2024.

The Committee believes that the RSU awards granted pursuant to the RSU program properly align the incentives of IAC’s executive officers with those of its stockholders.

2022 Employment Related Arrangements

In connection with Mr. Halpin’s appointment, IAC and Mr. Halpin entered into an employment agreement (the “Employment Agreement”), pursuant to which Mr. Halpin became our Executive Vice President and Chief Financial Officer on January 26, 2022 (the “Effective Date”). The Employment Agreement has a scheduled term of one (1) year from the Effective Date and provides for automatic renewals

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for successive one (1) year terms absent written notice from IAC or Mr. Halpin ninety (90) days prior to the expiration of the then current term.

The Employment Agreement provides that Mr. Halpin will be eligible to receive an annual base salary (currently $600,000), discretionary annual cash bonuses, equity awards and such other employee benefits as may be reasonably determined by the Committee. Pursuant to the Employment Agreement, Mr. Halpin was paid a signing bonus in the amount of $500,000. In addition, as of the Effective Date, Mr. Halpin received:

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a grant of IAC RSUs with a fair market value of $2,500,000, vesting in one lump sum installment on the one (1) year anniversary of the Effective Date, subject to continued service (the “Signing RSUs”); and

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a grant of IAC RSUs with a fair market value of $22,500,000, vesting in one lump sum installment on the five (5) year anniversary of the Effective Date, subject to continued service and with ratable vesting (based on completed years of service from the grant date) in the case of an involuntary termination of employment or upon a qualifying retirement following the second anniversary of the grant date (the “Five Year RSUs”).

Upon certain involuntary terminations of Mr. Halpin’s employment and subject to the execution and non-revocation of a release and compliance with the restrictive covenants set forth below: (i) IAC will continue to pay Mr. Halpin his annual base salary for one (1) year following such termination (the “Severance Period”), subject to offset for amounts received from other employment during the Severance Period; (ii) the Signing RSUs will be treated as though they vested monthly pro rata for each full month of service over the one year vesting period and will vest as of the date of involuntary termination; and (iii) all other IAC equity awards (including the Five Year RSUs and any other cliff vesting awards, which will be pro-rated as though such awards had an annual vesting schedule) held by Mr. Halpin that would have otherwise vested during the Severance Period will vest as of the date of such termination.

Pursuant to the Employment Agreement, Mr. Halpin is bound by a covenant not to compete with IAC and its businesses during the term of his employment and for twelve (12) months after certain involuntary terminations of employment and by covenants not to solicit IAC’s employees or business partners during the term of his employment and for eighteen (18) months after any such termination. In addition, Mr. Halpin has agreed not to use or disclose any confidential information of IAC or its affiliates and to be bound be customary covenants relating to proprietary rights and the related assignment of such rights.

Stock Ownership Policy

To further align the interests of IAC’s executive officers and stockholders, the Committee adopted a formal and rigorous stock ownership policy (the “Stock Ownership Policy”) for IAC’s executive officers (the “Designated Executives”) in early 2022. The policy provides for a minimum stockholding target (the “Stock Targets”) that each Designated Executive is expected to accumulate and hold. Under the policy, the Stock Targets are:

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the lesser of 10x base salary or 49,600 shares for the Chairman and Senior Executive;

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the lesser of 10x base salary or 99,300 shares for the Chief Executive Officer; and

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the lesser of 3x base salary or 17,900 shares for each other Designated Executive.

The Stock Targets are established on the date an executive officer is first appointed as a Designated Executive (including upon the adoption of the Stock Ownership Policy) and annually thereafter on June 30 (a “Measurement Date”), based on the average closing price of IAC common stock for the 30 consecutive trading days immediately prior to the applicable Measurement Date. Designated Executives will have five years from the later of the effective date of the Stock Ownership Policy and the date of hire into an eligible position to achieve the Stock Targets for their respective levels.

Under the Stock Ownership Policy, shares owned outright or in a trust or other arrangement under the Designated Executive’s direction, such as shares owned by immediate family members (as defined in IAC’s Securities Trading Policy), so long as the Designated Executive does not disclaim beneficial ownership for

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SEC reporting purposes, count toward compliance with the Stock Target requirements, but unexercised stock options and unvested RSUs, PSUs and restricted stock do not count toward compliance with the Stock Target requirements.

The Stock Ownership Policy also includes stock retention provisions. If a Designated Executive has not met his or her Stock Target requirements on the most recent Measurement Date, he or she must retain 25% of the net shares received from any exercised stock options or any vested RSU awards, PSU awards or restricted stock awards until a subsequent Measurement Date on which the applicable Stock Target requirements are met (the “Holdback”). The Committee has discretion to increase the Holdback percentage if an executive’s progress toward their Stock Target requirements is not satisfactory. Based on the most recent Measurement Date (June 30, 2022), the following Stock Target requirements are in effect for IAC’s NEOs:

Name	Current Stock Target		Target Met?
Barry Diller		49,600	Yes
Joseph Levin		99,300	Yes
Christopher Halpin		17,900	No, subject to holdback
Mark Stein		17,900	Yes
Kendall Handler		17,900	No, subject to holdback

Change of Control

IAC equity awards granted to senior executive officers generally include a so-called “double-trigger” change of control provision, which provides for the acceleration of the vesting of outstanding equity awards in connection with a change of control of IAC only when an award holder suffers an involuntary termination of employment during the two-year period following such change of control. The Committee believes that providing for the acceleration of the vesting of equity awards after an involuntary termination of employment will assist in the retention of IAC’s executive officers through a change of control transaction. However, Mr. Levin’s 2020 IAC restricted stock award provides for full vesting upon the consummation of a change of control of the Company. IAC’s Board and the Committee believed that this treatment was appropriate given the long-term nature of the arrangement and the voting agreement between Mr. Diller and Mr. Levin, which was an essential element of the arrangements for Mr. Levin. For purposes of this discussion and the discussion below under the Severance caption, we use the term “involuntary termination” to mean both a termination of an executive officer’s employment by IAC without “cause” and a resignation by an executive officer for good reason or similar construct.

Severance

IAC generally provides its executive officers with some amount of salary continuation and the acceleration of the vesting of certain equity awards in the event of an involuntary termination of employment. Because IAC tends to promote its executive officers from within, after competence and commitment have generally been established, IAC believes that the likelihood of the vesting of equity awards being accelerated is typically low, and yet IAC believes that by providing this benefit, it increases the retentive effect of its equity program, which serves as IAC’s most important retention incentive. IAC generally does not provide for the acceleration of the vesting of equity awards in the event an executive officer voluntarily resigns from IAC.

Other Compensation

General. IAC provides Messrs. Diller and Levin with various non-cash benefits as part of their overall compensation packages. Under certain limited circumstances, other executive officers have also received non-cash benefits. The value of these benefits is calculated under appropriate rules and is taken into account as a component of compensation when establishing overall compensation levels. The value of all non-cash benefits is reported under the All Other Compensation column in the Summary Compensation Table pursuant to applicable SEC rules. IAC’s executive officers do not participate in any deferred compensation or retirement programs other than IAC’s 401(k) plan. IAC does not generally provide tax gross-ups for its

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executive officers. Other than those described specifically below, IAC’s executive officers do not partake in any benefit programs, or receive any significant perquisites, distinct from other IAC employees.

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

Additionally, IAC had previously provided Mr. Diller with access to certain automobiles for business and personal use. IAC provides certain IT equipment and services for use by certain individuals who work for Mr. Diller personally. These uses are valued by IAC at their incremental cost to IAC.

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

Tax Deductibility

Effective for taxable years beginning after December 31, 2017, compensation in excess of $1 million paid to IAC’s current NEOs will not be deductible by reason of Section 162(m) of the Code unless it qualifies for limited transition relief applicable to certain arrangements in place as of November 2, 2017 (“Grandfathered Arrangements”). The Committee reserves the right to modify Grandfathered Arrangements in a manner that results in the loss of a compensation deduction if it determines that such modifications are consistent with IAC’s best interests.

In addition, the Committee believes that, in establishing the cash and equity incentive compensation plans and arrangements for IAC’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 IAC’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 IAC’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

IAC 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 IAC’s 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 AND HUMAN CAPITAL COMMITTEE REPORT

The Compensation and Human Capital Committee has reviewed the Compensation Discussion and Analysis and discussed it with IAC management. In reliance on its review and the discussions referred to above, the Compensation and Human Capital Committee has recommended to IAC’s Board that the Compensation Discussion and Analysis be included in IAC’s 2022 Annual Report on Form 10-K and this proxy statement.

Members of the Compensation and Human Capital Committee

David Rosenblatt (Chair)
Richard F. Zannino

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

In 2022, the membership of IAC’s Compensation and Human Capital Committee consisted of Ms. Hammer (Chair) and Mr. Rosenblatt through February 2022. After that date, the membership of this committee has consisted of Messrs. Rosenblatt (Chair) and Zannino. None of these individuals have ever been an officer or employee of IAC at any time during their respective service on the committee.

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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 IAC equity awards granted to them in 2022, equity awards held by them on December 31, 2022 and the dollar value realized by them upon the vesting of IAC equity awards during 2022.

Summary Compensation Table

Name and Principal Position(s)	Year		Salary ($)			Bonus ($)			Stock Awards ($)(1)			Option Awards ($)			All Other Compensation ($)(2)			Total ($)
Barry Diller Chairman and Senior Executive		2022		$	500,000			—			—			—		$	472,440		$	972,440
		2021		$	500,000		$	2,500,000			—			—		$	448,184		$	3,448,184
		2020		$	500,000		$	3,000,000		$	32,117,215		$	15,254,509		$	544,240		$	51,415,964
Joseph Levin(3) Chief Executive Officer		2022		$	1,000,000		$	3,000,000			—			—		$	477,703		$	4,477,703
		2021		$	1,000,000		$	4,000,000			—			—		$	365,063		$	5,365,063
		2020		$	1,000,000		$	5,000,000		$	184,350,476		$	11,729,818		$	323,132		$	202,403,426
Christopher Halpin EVP, CFO and COO		2022		$	549,231		$	2,000,000		$	24,999,898			—		$	10,000		$	27,559,129
Mark Stein EVP and Chief Strategy Officer		2022		$	550,000			—			—			—		$	10,000		$	560,000
		2021		$	550,000		$	2,000,000			—			—		$	10,000		$	2,560,000
		2020		$	550,000		$	1,750,000		$	14,618,533		$	4,900,705		$	10,000		$	21,829,238
Kendall Handler EVP and Chief Legal Officer		2022		$	500,000		$	1,300,000			—			—		$	30,000		$	1,830,000
Kendall Handler EVP and Chief Legal Officer		2021		$	500,000		$	2,000,000		$	2,249,937			—		$	10,000		$	4,759,937

(1)

The amount in the table above for 2022 under the column header Stock Awards reflects the grant date fair value of IAC RSUs granted to Mr. Halpin in January 2022, calculated by multiplying the closing price of IAC common stock on the grant date by the number of IAC RSUs awarded. For further details regarding this award, see footnote 1 to the table set forth under Grants of Plan-Based Awards in 2022 and footnote 2 to the table set forth under Outstanding Equity Awards at 2022 Fiscal Year-End.

(2)

Additional information regarding all other compensation amounts for each NEO in 2022 is as follows:

	Barry Diller			Joseph Levin			Christopher Halpin			Mark Stein			Kendall Handler
Personal use of IAC aircraft(a)		$	435,898		$	467,703			—			—			—
401(k) plan matching amounts by IAC		$	10,000		$	10,000		$	10,000		$	10,000		$	10,000
Miscellaneous(b)		$	26,542			—			—			—		$	20,000
		$	472,440		$	477,703		$	10,000		$	10,000		$	30,000

(a)

Pursuant to IAC’s Airplane Travel Policy, Mr. Diller is required to travel by IAC aircraft (either IAC-owned or aircraft in which IAC has purchased a fractional interest) for both business and personal purposes and Mr. Levin is encouraged to use IAC aircraft (either IAC-owned or aircraft in which IAC has purchased a fractional interest) for business and personal purposes when doing so would serve the interests of IAC. See the discussion regarding airplane travel under the Other Compensation section of the Compensation Discussion and Analysis. Amounts in the table above for each NEO reflect incremental cost to IAC for personal use of IAC aircraft. We calculate the incremental cost to IAC for personal use based on the average variable operating costs to IAC. In the case of IAC-owned aircraft, variable operating costs include fuel, certain maintenance costs, navigation fees, on-board catering, landing fees, crew travel expenses and other miscellaneous

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variable costs. The total annual variable costs are divided by the annual number of miles the IAC-owned aircraft flew to derive an average variable cost per mile. This average variable cost per mile is then multiplied by the miles flown for personal use. Incremental costs do not include fixed costs that do not change based on usage, such as pilot salaries, the purchase costs of IAC-owned aircraft, insurance, scheduled maintenance and non-trip related hangar expenses. In the case of aircraft in which IAC has purchased a fractional interest, variable costs are calculated by multiplying the hours flown for personal use by the hourly flight and fuel charges, plus airport arrival and/or departure fees (if applicable), and do not include monthly management fees for such aircraft. In the event a NEO has family members or other guests accompany him on a business or personal trip, such travel (while it does not result in any incremental cost to IAC) results in the imputation of taxable income to the relevant NEO, the amount of which is calculated in accordance with applicable Internal Revenue Service rules.

(b)

In the case of Mr. Diller, represents the total amount of other benefits provided to Mr. Diller, none of which individually exceeded 10% of the total value of all perquisites and personal benefits. The total amount of other benefits provided reflects: (i) lease payments, parking, fuel, maintenance and other costs associated with Mr. Diller’s personal use of two automobiles leased and maintained by IAC and (ii) an allocation an allocation (based on the number of personal computers and communication devices supported by IAC) of costs relating to the use by such individuals of IAC’s information technology technical support and certain communications equipment.

In the case of Ms. Handler, represents amounts for professional development.

(3)

In addition to serving as Chief Executive Officer of IAC since June 2015, Mr. Levin has also served as Chief Executive Officer of Angi Inc., a publicly traded subsidiary of IAC, since October 10, 2022. For the period commencing on October 10, 2022 through December 31, 2022, $120,472 of Mr. Levin’s 2022 salary and $330,000 of his bonus for 2022 performance, in each case, reflected in the table above, was allocated to Angi Inc. See Certain Relationships and Related Person Transactions — Relationships Involving Angi Inc.

Grants of Plan-Based Awards in 2022

The table below provides information regarding all IAC equity awards granted to our NEOs in 2022.

Name	Grant Date		All Other Stock Awards: Number of Shares of Stock or Units(1)		Grant Date Fair Value of Stock and Option Awards(2)
Barry Diller		—		—			—
Joseph Levin		—		—			—
Christopher Halpin		1/26/2022		194,340		$	24,999,898
Mark Stein		—		—			—
Kendall Handler		—		—			—

(1)

Represents: (i) 19,434 IAC RSUs that vested in one lump sum installment on January 26, 2023 (the first anniversary of the grant date), and (ii) 174,906 IAC RSUs that vest in one lump sum installment on January 26, 2027, subject to continued service through the vesting date, and with partial vesting upon certain terminations of employment.

(2)

Reflects the grant date fair value of IAC RSU granted to Mr. Halpin in January 2022, calculated by multiplying the closing price of IAC common stock on the grant date by the number of IAC RSUs awarded.

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Outstanding Equity Awards at 2022 Fiscal Year-End

The table below provides information regarding IAC stock option, RSU and restricted stock awards, Vimeo stock options and Match Group stock options held by our NEOs on December 31, 2022. The market value of IAC RSU and restricted stock awards is based on the closing price of IAC common stock on December 30, 2022 ($44.40).

	Option Awards(1)									Stock Awards(2)
	Number of securities underlying unexercised options (#)		Number of securities underlying unexercised options (#)		Option exercise price ($)			Option expiration date		Equity Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#)		Equity Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($)
	(Exercisable)		(Unexercisable)
Barry Diller		500,000		—		$	13.7121		3/29/2025		—			—
		500,000		—		$	17.1397		3/29/2025		—			—
		—		—			—		—		361,475		$	16,049,490
Joseph Levin		100,000		—		$	13.4784		8/1/2024		—			—
		400,000		—		$	15.7064		6/24/2025		—			—
		200,000		—		$	8.2070		2/10/2026		—			—
		300,000		—		$	15.4503		2/14/2027		—			—
		—		—			—		—		3,000,000(3)		$	133,200,000(3)
Christopher Halpin		—		—			—		—		194,340		$	8,628,696
Mark Stein		—		—			—		—		166,517		$	7,393,355
Kendall Handler		3,750		—		$	15.0437		3/29/2027		—			—
		—		—			—		—		87,903		$	3,902,893

(1)

In connection with the Vimeo Spin-Off, each IAC stock option outstanding (all of which were vested) at the time of the Vimeo Spin-Off was split into an IAC stock option and a Vimeo stock option. In addition, in connection with the separation of the businesses within IAC’s former Match Group financial reporting segment from IAC in June 2020 (the “Match Separation”), each IAC stock option outstanding (all of which were vested) at the time of the Match Separation was split into an IAC stock option and a Match Group stock option. These IAC, Vimeo and Match Group stock options otherwise have the same terms and conditions (including exercise periods) as the corresponding vested IAC stock options outstanding immediately prior to the Vimeo Spin-Off and Match Separation, as applicable.

For all IAC NEOs, any value realized upon the exercise of Vimeo and/or Match Group stock options is treated for tax purposes as compensation payable to them in their respective capacities as executive officers of IAC. Accordingly, information regarding Vimeo and Match Group stock options held by IAC NEOs as of December 31, 2022, appears below and information regarding exercises of Vimeo and Match Group stock options by any NEO in any fiscal year (none for 2022) will be disclosed under the caption Option Exercises and Stock Vested for the relevant year.

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	Number of securities underlying unexercised Vimeo Options (#)		Vimeo Option exercise price ($)			Vimeo Option expiration date
	(Exercisable)
Barry Diller		811,750		$	4.2488		3/29/2025
		811,750		$	5.3109		3/29/2025
Joseph Levin		162,350		$	4.1764		8/1/2024
		649,400		$	4.8668		6/24/2025
		324,700		$	2.5430		2/10/2026
		487,050		$	4.7874		2/14/2027
Kendall Handler		6,088

SEC Form DEF 14A filed by IAC Inc.