SECURITIES AND EXCHANGE COMMISSION
Securities Exchange Act of 1934 (Amendment No. )
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Questions and Answers
About the Annual Meeting and Voting |
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Proposal 1 —
Election of Directors |
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FOR
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Both the Nominating Committee and the Board recommend a vote FOR the election of all director nominees.
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TOR R. BRAHAM
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AGE:
67 |
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PROFESSIONAL EXPERIENCE
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| Mr. Braham has been Of Counsel at King, Holmes, Paterno and Soriano (a Los Angeles law firm) since September 2019. Mr. Braham previously served as Managing Director and Global Head, Technology, Mergers and Acquisitions, for Deutsche Bank Securities from 2004 until 2012. From 2000 to 2004, he served as Managing Director and Co-head, West Coast U.S. Technology, Mergers and Acquisitions, for Credit Suisse First Boston. Prior to that, Mr. Braham was an investment banker with UBS Securities and a partner at Wilson, Sonsini, Goodrich & Rosati (a prominent Silicon Valley law firm). | | ||||||
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OTHER PUBLIC COMPANY EXPERIENCE
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| Mr. Braham has served as a member of the board of directors of A10 Networks (a networking and security company) since 2018. During the last five years, Mr. Braham served as member of the boards of directors of Altaba, Inc., (an independent, closed-end management investment company formerly known as Yahoo! Inc.), Live Oak Capital, Inc. (a special purpose acquisition company) and Viavi Solutions, Inc. (a testing and monitoring technology company). | |
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When concluding that Mr. Braham should serve as a director, the Board considered his extensive experience in mergers and acquisitions, which the Board believes provides valuable insight into strategic opportunities and contributes important perspective and expertise to the Board.
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Chelsea Clinton, Vice Chair, The Clinton Foundation, and Co-Founder and Partner, Metrodora Ventures
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AGE:
45 |
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DIRECTOR OF IAC SINCE:
September 2011 |
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COMMITTEES:
None |
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PROFESSIONAL EXPERIENCE
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| 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. She has also served as Vice Chair of the Clinton Health Access Initiative and the Clinton Health Access Initiative Board since January 2022 and is a New York Times bestselling author of a number of books for adults and young readers, including the She Persisted series. Ms. Clinton is also a co-founder and partner of Metrodora Ventures, a venture capital firm focused on health and learning businesses. In addition, Ms. Clinton 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. | | ||||||
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OTHER PUBLIC COMPANY EXPERIENCE
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| Ms. Clinton has served as a member of the board of directors of Expedia Group, Inc. (“Expedia Group”) since March 2017 and as a member of the board of directors of Clover Health Investments, Corp. (a next-generation Medicare Advantage insurance company) from before its January 2021 initial public offering to date. | | ||||||
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OTHER AFFILIATIONS
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| 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. | |
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When concluding that Ms. Clinton should serve as a director, the Board considered her broad public policy experience and keen intellectual acumen, which 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.
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Barry Diller, Chairman and Senior Executive, IAC
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AGE:
83 |
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DIRECTOR OF IAC SINCE:
August 1995 |
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COMMITTEES:
Executive Committee |
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PROFESSIONAL EXPERIENCE
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| Mr. Diller has been a director and Chairman and Senior Executive of IAC since December 2010 and previously served as a director and Chairman and Chief Executive Officer of IAC from August 1995 to November 2010. Mr. Diller also serves as Chairman and Senior Executive of Expedia Group, which position he has held since August 2005. Mr. Diller, along with Expedia Group’s then Vice Chairman, oversaw the company’s executive leadership team, managing day-to-day operations, from December 2019 until April 2020, when Expedia Group’s Vice Chairman also became its 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 April 1992, Mr. Diller served as Chairman and Chief Executive Officer of Fox, Inc. (“Fox”) and was responsible for the creation of the Fox Broadcasting Company and Fox’s motion picture operations. Before joining Fox, Mr. Diller served for 10 years as the Chairman and Chief Executive of Paramount Pictures Corporation (“Paramount”). In March 1983, in addition to Paramount, he became President of the conglomerate’s newly formed Entertainment and Communications Group, which included Simon & Schuster, Inc. (a major U.S. book publisher), Madison Square Garden Corporation and SEGA Enterprises, Inc. (a video gaming company). | | ||||||
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OTHER PUBLIC COMPANY EXPERIENCE
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| Mr. Diller has served as a member of the board of directors of MGM Resorts International (a leader in gaming, hospitality and leisure (“MGM”)) since August 2020. In addition, during the past five years, Mr. Diller served as a member of the board of directors of The Coca-Cola Company. Prior to that time, 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. | | ||||||
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OTHER AFFILIATIONS
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| In addition to his for-profit affiliations, Mr. Diller, through his family foundation, conceived and funded Little Island (a public park and performance space on the Hudson River), and has also supported a range of cultural and civic organizations, including The High Line, the Motion Picture & Television Fund, the UCLA Foundation and The Shed. | |
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When concluding that Mr. Diller should serve as a director, the Board considered his experience as Chairman and Senior Executive since 2010 and, prior to that time, as Chairman and Chief Executive Officer since 1995. As a result, he 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 common stock and Class B common stock outstanding.
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Michael D. Eisner, Chairman, The Tornante Company, LLC
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AGE:
83 |
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DIRECTOR OF IAC SINCE:
March 2011 |
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COMMITTEES:
Executive and Nominating Committees |
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PROFESSIONAL EXPERIENCE
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| 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. In addition, Mr. Eisner currently serves as Chairman of the board of directors of the Portsmouth Community Football Club Limited, a Championship League 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 (known as The Bazooka Companies, Inc.) until December 2024, when such businesses were sold. Prior to founding Tornante, Mr. Eisner served as a director and Chairman and Chief Executive Officer of The Walt Disney Company from 1984. | | ||||||
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OTHER AFFILIATIONS
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| In addition to his for-profit affiliations, Mr. Eisner is a member of The Business Council, among other not-for-profit affiliations. | |
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When concluding that Mr. Eisner should serve as a director, the Board considered his experience with Tornante, which the Board believes gives him particular insight into investments in, and the development and operation of, media and entertainment companies that focus on programming and content for emerging platforms. The Board also considered Mr. Eisner’s experience as 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.
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Bonnie S. Hammer, Vice Chairman, NBCUniversal
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AGE:
74 |
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DIRECTOR OF IAC SINCE:
September 2014 |
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COMMITTEES:
Nominating Committee |
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PROFESSIONAL EXPERIENCE
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| From September 2020 until December 2024, Ms. Hammer served as Vice Chairman of NBCUniversal. Prior to assuming the Vice Chairman role, from October 2019, Ms. Hammer served as Chairman of NBCUniversal Content Studios, in which capacity she oversaw its 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 October 2019), where she led the development of NBCUniversal’s Peacock streaming service. Prior to this role, Ms. Hammer served as Chairman of NBCUniversal Cable Entertainment (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. | | ||||||
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OTHER PUBLIC COMPANY EXPERIENCE
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| During the past five years, Ms. Hammer served as a member of the board of directors of eBay, Inc. | | ||||||
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OTHER AFFILIATIONS
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| Ms. Hammer served as a member of the board of directors of Participant Media, LLC, a private American independent film production company, from March 2022 until April 2024. | | ||||||
| In addition to her for-profit affiliations, Ms. Hammer formerly sat on the Board of Governors for the Motion Picture & Television Fund, currently sits on the Board of Trustees for the American Film Institute and serves on the strategic planning committee for Boston University’s College of Communication, her alma mater, and from which she received an honorary doctorate degree in 2017. | |
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When concluding that Ms. Hammer should serve as a director, the Board considered her experience as Vice Chairman of NBCUniversal, as well as her experience as 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.
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Victor A. Kaufman, Vice Chairman, IAC
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AGE:
81 |
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DIRECTOR OF IAC SINCE:
December 1996 |
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COMMITTEES:
Executive Committee |
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PROFESSIONAL EXPERIENCE
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| Mr. Kaufman 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. 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. (“Tri-Star”) 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. (“Columbia”). 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. | | ||||||
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OTHER PUBLIC COMPANY EXPERIENCE
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| Mr. Kaufman served as a member of the board of directors of Expedia Group from August 2005 to March 2020. He 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. | |
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When concluding that Mr. Kaufman should serve as a director, the 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.
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Bryan Lourd, Partner and Managing Director, Creative Artists Agency
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AGE:
64 |
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DIRECTOR OF IAC SINCE:
April 2005 |
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COMMITTEES:
Audit Committee |
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PROFESSIONAL EXPERIENCE
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| Mr. Lourd has served as a partner, co-chairman and Chief Executive Officer of Creative Artists Agency (“CAA”) since October 1995. CAA is one of 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. | | ||||||
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OTHER AFFILIATIONS
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| In addition to his for-profit affiliations, Mr. Lourd serves as a director of the Lincoln Center for the Performing Arts. | |
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When concluding that Mr. Lourd should serve as a director, the 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 his unique and specialized experience regarding the entertainment industry and marketing.
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David Rosenblatt, Chief Executive Officer, 1stdibs.com, Inc.
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AGE:
57 |
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DIRECTOR OF IAC SINCE:
December 2008 |
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COMMITTEES:
Compensation and Human Capital Committee |
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PROFESSIONAL EXPERIENCE
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| Mr. Rosenblatt has served as the Chief Executive Officer of 1stdibs.com, Inc. (an online marketplace for design, including furniture, art, jewelry and fashion (“1stdibs.com”)) since November 2011. Mr. Rosenblatt previously served as President, Global Display Advertising, of Google, Inc. (“Google”) 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, “Doubleclick”). 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. | | ||||||
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OTHER PUBLIC COMPANY EXPERIENCE
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| Mr. Rosenblatt currently serves as a member of the board of 1stdibs.com and Etsy.com (an online marketplace where individuals can buy and sell handmade, vintage, and craft supply items) and during the past five years, served as a member of the boards of directors of Twitter, Inc. and Farfetch UK Limited (the world’s largest digital marketplace for luxury fashion). | |
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When concluding that Mr. Rosenblatt should serve as a director, the Board considered his extensive and unique experience in the online advertising and digital marketing technology and services industries, as well as his management experience with 1stdibs.com, google and DoubleClick, 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.
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Maria Seferian, President and Chief Legal Officer, Hillspire, LLC
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AGE:
52 |
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DIRECTOR OF IAC SINCE:
December 2023 |
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COMMITTEES:
None |
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PROFESSIONAL EXPERIENCE
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| Ms. Seferian currently serves as President and Chief Legal Officer of Hillspire, LLC, an integrated, single-family investment and management firm (“Hillspire”), and has served as General Counsel of Hillspire since 2014. Prior to joining Hillspire, Ms. Seferian worked (most recently as a partner) at Munger, Tolles & Olson, LLP (a law firm with a national and international practice) from 2001, where she specialized in mergers and acquisitions, joint ventures, capital markets and general corporate transactions, representing private and public clients across diverse industries from private equity to entertainment. From 2013 to 2014, Ms. Seferian also served as Interim Director and Chief Executive Officer of the Museum of Contemporary Art in Los Angeles (“MOCA”), where she led the institution through a financial turn-around, securing its long-term stability. Ms Seferian also serves as Executive Vice Chair of Relativity Space, an aerospace manufacturing and launch services company. Ms. Seferian holds a Bachelor of Arts in philosophy and Master of Arts from the University of Illinois at Urbana-Champaign and a J.D. with honors from Harvard Law School. Following law school and before entering private practice, Ms. Seferian served as a judicial clerk for the Honorable Justice James L. Oakes in the U.S. Court of Appeals for the Second Circuit. | | ||||||
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OTHER AFFILIATIONS
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| In addition to her for-profit affiliations, Ms. Seferian serves as Chairperson of the Board of Trustees of MOCA and as a director of the Schmidt Family Foundation. | |
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When concluding that Ms. Seferian should serve as a director, the Board considered her legal expertise and experience at Hillspire, as well as her high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.
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Alan G. Spoon, Former General Partner and Partner Emeritus, Polaris Partners
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AGE:
73 |
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DIRECTOR OF IAC SINCE:
February 2003 |
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COMMITTEES:
Audit Committee |
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PROFESSIONAL EXPERIENCE
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| 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 its 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. | | ||||||
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OTHER PUBLIC COMPANY EXPERIENCE
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| 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, as a member of the board of directors of Match Group from November 2015 through June 2025 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) from July 2016 until December 2025 and will continue to serve as a director of Fortive Corporation through June 2025. During the past five years, Mr. Spoon previously served as a member of the board of directors of Cable One, Inc. (a leading broadband communications provider). | | ||||||
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OTHER AFFILIATIONS
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| In addition to his 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 as a member of the Risk and Audit Committee and previously served as a member of its Executive Committee and as Chair of its Risk and Audit Committee until 2024. He also serves on the advisory board of MIT’s College of Computing and AI and serves as director of The Axim Collaborative Foundation (a social enterprise dedicated to expanding access to education and deepening its impact for learners). | |
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When concluding that Mr. Spoon should serve as a director, the Board considered his extensive private and public company board experience and public company management experience, all of which the Board believes give him particular insight into business strategy, leadership and marketing in the media industry, as well as his experience serving on audit committees (and his attendant risk oversight duties), which the Board believes give him particular insight into risk management. The 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 within the internet and technology industries, as well as into acquisition strategy and financing.
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Alexander von Furstenberg, Chief Investment Officer, Ranger Global Advisors, LLC
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AGE:
55 |
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DIRECTOR OF IAC SINCE:
December 2008 |
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COMMITTEES:
None |
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PROFESSIONAL EXPERIENCE
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| 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. 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. | | ||||||
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OTHER PUBLIC COMPANY EXPERIENCE
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| Mr. von Furstenberg has served as a member of the board of directors of Expedia Group and Vimeo, Inc. (“Vimeo”) since December 2015 and June 2023, respectively. Mr. von Furstenberg has also served as a director of Giovanni Agnelli B.V. since May 2023. Mr. von Furstenberg previously served on the board of directors of La Scogliera (an Italian financial holding company with a majority stake in Banca Ifis) during the past five years. | | ||||||
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OTHER AFFILIATIONS
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| 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. He also created the Center for Security and Emerging Technology and is an advocate for the Retirement Savings for Americans Act. | |
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When concluding that Mr. von Furstenberg should serve as a director, the 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.
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Richard F. Zannino, Managing Director, CCMP Capital Advisors, LLC
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AGE:
66 |
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DIRECTOR OF IAC SINCE:
June 2009 |
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COMMITTEES:
Audit and Compensation and Human Capital Committees |
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PROFESSIONAL EXPERIENCE
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| 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, since July 2009. Mr. Zannino previously served as Chief Executive Officer and a member of the board of directors of Dow Jones & Company (“Dow Jones”) 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. | | ||||||
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OTHER PUBLIC COMPANY EXPERIENCE
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| Mr. Zannino has served as lead independent director and 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) and Ollie’s Bargain Outlet (a leading American retailer of closeout merchandise and excess inventory) since January 2010 and July 2015, respectively. He previously served as a member of the board of directors of Hillman Solutions Corp. (a leading North American provider of complete hardware solutions) during the past five years. | | ||||||
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OTHER AFFILIATIONS
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| In addition to his for-profit affiliations, Mr. Zannino currently serves as Vice Chairman of the Board of Trustees of Pace University. | |
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When concluding that Mr. Zannino should serve as a director, the 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 his 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.
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Corporate Governance
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Board of Directors
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Management Directors
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Independent Directors
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Barry
Diller |
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Victor A.
Kauman |
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Alexander
von Furstenberg |
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Chelsea
Clinton |
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Michael D.
Eisner |
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Bonnie S.
Hammer |
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Bryan
Lourd |
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David
Rosenblatt |
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Maria
Seferian |
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Alan G.
Spoon |
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Richard
Zannino |
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![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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Name
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Audit
Committee |
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Compensation
and Human Capital Committee |
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Nominating
Committee |
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Executive
Committee |
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| Chelsea Clinton(1) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Barry Diller | | | | | — | | | | | | — | | | | | | — | | | | | | X | | |
| Michael D. Eisner(1) | | | | | — | | | | | | — | | | | | | X | | | | | | X | | |
| Bonnie S. Hammer(1) | | | | | — | | | | | | — | | | | | | X | | | | | | — | | |
| Victor A. Kaufman | | | | | — | | | | | | — | | | | | | — | | | | | | X | | |
| Joseph Levin(2) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Bryan Lourd(1) | | | | | X | | | | | | — | | | | | | — | | | | | | — | | |
| David Rosenblatt(1) | | | | | — | | | | | | Chair | | | | | | — | | | | | | — | | |
| Maria Seferian(1) | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Alan G. Spoon(1) | | | | | Chair | | | | | | — | | | | | | — | | | | | | — | | |
| Alexander von Furstenberg | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Richard F. Zannino(1) | | | | | X | | | | | | X | | | | | | — | | | | | | — | | |
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Number of Meetings
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| | | | 8 | | | | | | 5 | | | | | | 0 | | | | | | 0 | | |
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Number of Written Consents
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| | | | 0 | | | | | | 6 | | | | | | 1 | | | | | | 1 | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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Proposal 2 —
Advisory Say on Pay Proposal |
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FOR
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The Board recommends a vote FOR the Advisory Say on Pay Proposal.
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![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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Proposal 3 — Ratification of Appointment of
Independent Registered Public Accounting Firm |
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FOR
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The 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, 2025.
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![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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Audit Committee
Matters |
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Bryan Lourd
Richard Zannino
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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2024
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2023
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| Audit Fees(1) | | | | $ | 6,612,816 | | | | | $ | 5,763,418 | | |
| Audit-Related Fees(2) | | | | $ | 722,021 | | | | | $ | 606,066 | | |
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Total Audit and Audit-Related Fees
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| | | $ | 7,334,837 | | | | | $ | 6,369,484 | | |
| Tax Fees(3) | | | | $ | 23,000 | | | | | $ | 21,000 | | |
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Total Fees
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| | | $ | 7,357,837 | | | | | $ | 6,390,484 | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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JOSEPH LEVIN
Former Chief Executive Officer |
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Joseph Levin, age 45, served as Chief Executive Officer of IAC from June 2015 until March 31, 2025. Prior to this appointment, 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. Mr. Levin also served as Chief Executive Officer of Angi Inc.(“Angi”) from October 2022 until April 2024.
Mr. Levin has served as a director and Executive Chairman of the board of directors of Angi since September 2017 and April 1, 2025, respectively, and prior to that time, served as Chairman of Angi from September 2017 to March 31, 2025. He has served as a director of MGM and Warner Bros. Discovery, Inc. (a leading global media and entertainment company) since March 2020 and January 2025, respectively. Mr. Levin previously served as a director of Turo Inc. (a peer-to-peer car sharing company in which IAC is the largest shareholder (“Turo”)), from July 2019 until February 2025, as a director and Chairman of the board of directors of Vimeo (from May 2021 through March 2023), as a director of Match Group, Inc. ((“Match Group”) from October 2015 through September 2022) and as a director of Groupon, Inc. (from March 2017 to July 2019).
In addition to his for-profit affiliations, Mr. Levin serves as a member of the Undergraduate Executive Board of Wharton School.
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CHRISTOPHER HALPIN
Executive Vice President, Chief Operating Officer and Chief Financial Officer |
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Christopher Halpin, age 48, has served as Executive Vice President, Chief Operating Officer and Chief Financial Officer of IAC since February 2023 and prior to that time, served as Executive Vice President and Chief Financial Officer of IAC since January 2022. Prior to joining IAC, Mr. Halpin spent nearly a decade in leadership roles at the National Football League (the “NFL” or the “League”), most recently as NFL Executive Vice President and Chief Strategy & Growth Officer from December 2018 to January 2022, in which capacity he oversaw all strategic growth and development opportunities, including the League’s digital and sports betting strategies, data and analytics, and its expansion internationally. From March 2017 to December 2018, Mr. Halpin served as the League’s Chief Strategy Officer. Prior to (and from March 2017 to March 2018, contemporaneously with) this role, Mr. Halpin led the League’s Consumer Products business from August 2014 to March 2018, including its activities in e-commerce 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. Mr. Halpin previously served on the board of directors of Angi from June 2022 until March 2025. Mr. Halpin has served on the board of directors of Turo since February 2025.
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![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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KENDALL HANDLER
Executive Vice President, Chief Legal Officer and Secretary |
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Kendall Handler, age 40, 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 December 2021. 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 (a New York law firm), where she advised clients on mergers and acquisitions, corporate governance and other general corporate matters. Ms. Handler served on the board of directors of Angi from December 2020 until March 2025 and served on the board of directors of Vimeo from May 2021 to June 2023.
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![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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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.
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IAC provides its stockholders with the opportunity to cast an advisory vote to approve the compensation of its NEOs on an annual basis. At IAC’s 2024 annual meeting of stockholders, approximately 92% of the shares voted were cast in support of the annual say-on-pay proposal (a “say-on-pay” vote). 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 2024 or early 2025. IAC regularly evaluates and refines its executive compensation program and will continue to do so, considering evolving best practices and stockholder feedback, including the results of future annual say on pay votes.
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2024 SAY-ON-PAY SUPPORT
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![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: tb_elements-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/tb_elements-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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OPERATING
RESULTS |
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While revenue generally declined in 2024 relative to 2023 across IAC’s various businesses, on a consolidated basis, operating income (loss) and Adjusted EBITDA improved in 2024 relative to 2023.*
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STRATEGIC
INITIATIVES |
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In the case of IAC’s Dotdash Meredith Inc. (“DDM”) business, audience gains across Digital properties, improved digital advertising sales and the implementation of DDM’s new, cookie-less advertising product (D/Cipher);
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in the case of IAC’s Angi business, improved service professional retention rates and quality generally, the streamlining of Angi’s sales force, improved marketing efficiencies and increased service professional presentation in response to service requests;
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the planned CEO Transition;
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the then-planned (now completed) Angi Spin-Off; and
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IAC’s continued involvement and ownership stake in MGM and Turo.
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CASH
POSITION |
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IAC ended the year with approximately $1.8 billion of cash and cash equivalents and marketable debt securities on a consolidated basis, of which $416.0 million and $250 million were held by Angi and DDM, respectively. IAC believes that this cash balance positions it for further long-term growth as it continues to invest in its businesses and identify new opportunities for expansion.
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![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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MR. HALPIN
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| | Grant date value of $8.0 million, vesting 37.5% and 62.5% on the first and third anniversaries of the grant date, respectively, subject to continued service through the applicable vesting dates. | | | In determining this award, the Committee considered his continuing dual role as Chief Operating Officer and Chief Financial Officer, his increased duties and responsibilities following the CEO Transition, market comparisons to ensure alignment with industry standards, the vesting schedules of his prior awards and the importance of retaining his expertise and leadership, particularly in light of the CEO Transition and a competitive market environment. | | |
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MS. HANDLER
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| | Grant date value of $4.5 million, vesting in three equal annual installments on the anniversary of the grant date, subject to continued service through the applicable vesting dates. | | | In determining this award, the Committee considered her overall annual compensation, the expanded scope and complexity of her role due to increased duties and responsibilities following the CEO Transition, market comparisons to ensure alignment with industry standards, the vesting schedules of her prior awards and the importance of retaining her expertise and leadership, particularly in light of the CEO Transition and a competitive market environment. | | |
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MR. KAUFMAN
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| | Mr. Kaufman, with a grant date value of $250,000, vesting in three equal annual installments on the anniversary of the grant date, subject to continued service through the applicable vesting dates. | | | In determining this award, the Committee noted overall annual compensation for his role and market compensation for similarly situated executives, as well as market compensation for Board members. | | |
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The Committee believes that the RSU awards granted pursuant to IAC’s equity compensation program properly align the incentives of IAC’s executive officers with those of its stockholders.
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![[MISSING IMAGE: tb_ownership-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/tb_ownership-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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Name
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Current Stock Target
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Target Met?
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Barry Diller
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| | | | 49,600 | | | |
Yes
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Joseph Levin
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| | | | 99,300 | | | |
Yes
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Christopher Halpin
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| | | | 17,900 | | | |
Yes
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Kendall Handler
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| | | | 17,900 | | | |
No, subject to holdback(1)
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Victor Kaufman
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| | | | 17,900 | | | |
Yes
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![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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COMPENSATION AND
HUMAN CAPITAL COMMITTEE REPORT |
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Richard F. Zannino
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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COMPENSATION COMMITTEE INTERLOCKS AND
INSIDER PARTICIPATION |
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![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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EXECUTIVE
COMPENSATION |
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Name and
Principal Position(s) |
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Year
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Salary
($) |
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Bonus
($) |
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Stock
Awards ($)(1) |
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Option
Awards ($) |
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All Other
Compensation ($)(2) |
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Total
($) |
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Barry Diller
Chairman and
Senior Executive |
| | | | 2024 | | | | | $ | 500,000 | | | | | $ | 2,100,000 | | | | | | — | | | | | | — | | | | | $ | 606,638 | | | | | $ | 3,206,638 | | |
| | | 2023 | | | | | $ | 500,000 | | | | | $ | 2,100,000 | | | | | | — | | | | | | — | | | | | $ | 804,992 | | | | | $ | 3,404,992 | | | |||
| | | 2022 | | | | | $ | 500,000 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 472,440 | | | | | $ | 972,440 | | | |||
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Joseph Levin(3)
Former Chief
Executive Officer |
| | | | 2024 | | | | | $ | 1,000,000 | | | | | $ | 3,500,000 | | | | | | — | | | | | | — | | | | | $ | 475,418 | | | | | $ | 4,975,418 | | |
| | | 2023 | | | | | $ | 1,000,000 | | | | | $ | 3,500,000 | | | | | | — | | | | | | — | | | | | $ | 540,756 | | | | | $ | 5,040,756 | | | |||
| | | 2022 | | | | | $ | 1,000,000 | | | | | $ | 3,000,000 | | | | | | — | | | | | | — | | | | | $ | 477,703 | | | | | $ | 4,477,703 | | | |||
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Christopher
Halpin EVP, Chief Operating
Officer and Chief Financial Officer |
| | | | 2024 | | | | | $ | 600,000 | | | | | $ | 3,500,000 | | | | | $ | 3,499,981 | | | | | | — | | | | | $ | 10,000 | | | | | $ | 7,609,981 | | |
| | | 2023 | | | | | $ | 600,000 | | | | | $ | 2,500,000 | | | | | $ | 7,999,959 | | | | | | — | | | | | $ | 10,000 | | | | | $ | 11,109,959 | | | |||
| | | 2022 | | | | | $ | 549,231 | | | | | $ | 2,000,000 | | | | | $ | 24,999,898 | | | | | | — | | | | | $ | 10,000 | | | | | $ | 27,559,129 | | | |||
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Kendall Handler
EVP and Chief
Legal Officer |
| | | | 2024 | | | | | $ | 500,000 | | | | | $ | 2,000,000 | | | | | $ | 2,499,986 | | | | | | — | | | | | $ | 10,000 | | | | | $ | 5,009,986 | | |
| | | 2023 | | | | | $ | 500,000 | | | | | $ | 1,600,000 | | | | | $ | 2,499,994 | | | | | | — | | | | | $ | 10,000 | | | | | $ | 4,609,994 | | | |||
| | | 2022 | | | | | $ | 500,000 | | | | | $ | 1,300,000 | | | | | | — | | | | | | — | | | | | $ | 30,000 | | | | | $ | 1,830,000 | | | |||
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Victor Kaufman
Vice Chairman
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| | | | 2024 | | | | | $ | 100,000 | | | | | $ | 100,000 | | | | | | — | | | | | | — | | | | | $ | 10,000 | | | | | $ | 210,000 | | |
| | | 2023 | | | | | $ | 100,000 | | | | | $ | 100,000 | | | | | | — | | | | | | — | | | | | $ | 10,000 | | | | | $ | 210,000 | | | |||
| | | 2022 | | | | | $ | 100,000 | | | | | | — | | | | | | — | | | | | | — | | | | | $ | 16,246 | | | | | $ | 116,246 | | |
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Name and Principal Position(s)
|
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Barry
Diller |
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Joseph
Levin |
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Christopher
Halpin |
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Kendall
Handler |
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Victor
Kaufman |
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| Personal use of IAC aircraft(a) | | | | $ | 584,791 | | | | | $ | 465,418 | | | | | | — | | | | | | — | | | | | | — | | |
| 401(k) plan matching amounts by IAC | | | | $ | 10,000 | | | | | $ | 10,000 | | | | | $ | 10,000 | | | | | $ | 10,000 | | | | | $ | 10,000 | | |
| Miscellaneous(b) | | | | $ | 11,667 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | $ | 606,638 | | | | | $ | 475,418 | | | | | $ | 10,000 | | | | | $ | 10,000 | | | | | $ | 10,000 | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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Name
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Grant
Date |
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All Other
Stock Awards: Number of Shares of Stock or Units |
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Grant Date Fair
Value of Stock and Option Awards(1) |
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Barry Diller
|
| | | | — | | | | | | — | | | | | | — | | |
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Joseph Levin
|
| | | | — | | | | | | — | | | | | | — | | |
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Christopher Halpin(2)
|
| | | | 2/06/2024 | | | | | | 67,088 | | | | | $ | 3,499,981 | | |
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Kendall Handler(3)
|
| | | | 2/06/2024 | | | | | | 47,920 | | | | | $ | 2,499,986 | | |
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Victor Kaufman
|
| | | | — | | | | | | — | | | | | | — | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
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Option Awards ($)(1)(2)
|
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Stock Awards ($)(1)(3)
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Name
|
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Number of
securities underlying unexercised options (#) (Exercisable) |
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Number of
securities underlying unexercised options (#) (Unexercisable) |
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Option
exercise price ($) |
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Option
expiration date |
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Equity
Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) |
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Equity Incentive
Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($) |
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Barry Diller
|
| | | | 500,000 | | | | | | — | | | | | $ | 13.7121 | | | | | | 3/29/2025 | | | | | | — | | | | | | — | | |
| | | 500,000 | | | | | | — | | | | | $ | 17.1397 | | | | | | 3/29/2025 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 361,475 | | | | | $ | 15,594,032 | | | |||
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Joseph Levin
|
| | | | 400,000 | | | | | | — | | | | | $ | 15.7064 | | | | | | 6/24/2025 | | | | | | — | | | | | | — | | |
| | | 200,000 | | | | | | — | | | | | $ | 8.2070 | | | | | | 2/10/2026 | | | | | | — | | | | | | — | | | |||
| | | 300,000 | | | | | | — | | | | | $ | 15.450 | | | | | | 2/14/2027 | | | | | | — | | | | | | — | | | |||
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 3,000,000(4) | | | | | $ | 129,420,000(4) | | | |||
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Christopher Halpin
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 279,652 | | | | | $ | 12,064,187 | | |
|
Kendall Handler
|
| | | | 3,750 | | | | | | — | | | | | $ | 15.0437 | | | | | | 3/29/2027 | | | | | | — | | | | | | — | | |
| | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 171,127 | | | | | $ | 7,382,419 | | | |||
|
Victor Kaufman
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 27,752 | | | | | $ | 1,197,221 | | |
| | | |
Number of
securities underlying unexercised Vimeo Options (#) (Exercisable) |
| |
Vimeo
Option exercise price ($) |
| |
Vimeo
Option Expiration Date |
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Barry Diller
|
| | | | 811,750 | | | | | $ | 4.2488 | | | | | | 3/29/2025 | | |
| | | 811,750 | | | | | $ | 5.3109 | | | | | | 3/29/2025 | | | |||
|
Joseph Levin
|
| | | | 324,700 | | | | | $ | 2.5430 | | | | | | 2/10/2026 | | |
| | | 487,050 | | | | | $ | 4.7874 | | | | | | 2/14/2027 | | | |||
|
Kendall Handler
|
| | | | 6,088 | | | | | $ | 4.6614 | | | | | | 3/29/2027 | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
| | | |
Number of
securities underlying unexercised Match Group Options (#) (Exercisable) |
| |
Match Group
Option exercise price ($) |
| |
Match Group
Option Expiration Date |
| |||||||||
|
Joseph Levin
|
| | | | 431,680 | | | | | $ | 12.9887 | | | | | | 2/10/2026 | | |
| | | 647,520 | | | | | $ | 24.4523 | | | | | | 2/14/2027 | | | |||
|
Kendall Handler
|
| | | | 8,094 | | | | | $ | 23.8088 | | | | | | 3/29/2027 | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
Name
|
| |
Number of
Shares Acquired Upon Exercise (#) |
| |
Value
Realized Upon Exercise ($) |
| |
Number of
Shares Acquired Upon Vesting (#) |
| |
Value
Realized Upon Vesting ($) |
| ||||||||||||
|
Barry Diller
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
Joseph Levin(1)
|
| | | | 100,000 | | | | | $ | 4,321,160 | | | | | | — | | | | | | — | | |
|
Christopher Halpin(2)
|
| | | | — | | | | | | — | | | | | | 56,486 | | | | | $ | 2,894,908 | | |
|
Kendall Handler(2)
|
| | | | — | | | | | | — | | | | | | 11,768 | | | | | $ | 603,110 | | |
|
Victor Kaufman
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
Name and Benefit
|
| |
Qualifying
Termination |
| |
Change in
Control of IAC |
| |
Qualifying Termination
During the Two(2) Year Period Following a Change in Control of IAC |
| |||||||||
| Barry Diller | | | | | | | | | | | | | | | | | | | |
|
Market Value of IAC RSUs that would vest(1)
|
| | | $ | 12,475,225 | | | | | | — | | | | | $ | 15,594,032 | | |
| Joseph Levin | | | | | | | | | | | | | | | | | | | |
|
Continued Salary
|
| | | | 1,000,000 | | | | | | — | | | | | | 1,000,000 | | |
|
Market Value of shares of IAC Restricted Stock(1) that would vest
|
| | | $ | 64,710,000(2) | | | | | $ | 129,420,000(3) | | | | | $ | 129,420,000(3) | | |
|
Total Estimated Incremental Value
|
| | | $ | 65,710,000 | | | | | $ | 129,420,000 | | | | | $ | 130,420,000 | | |
| Christopher Halpin | | | | | | | | | | | | | | | | | | | |
|
Continued Salary
|
| | | $ | 600,000 | | | | | | — | | | | | $ | 600,000 | | |
|
Market Value of IAC RSUs that would vest(1)
|
| | | $ | 6,060,954 | | | | | | — | | | | | $ | 12,064,187 | | |
|
Total Estimated Incremental Value
|
| | | $ | 6,060,954 | | | | | | — | | | | | $ | 12,664,187 | | |
| Kendall Handler | | | | | | | | | | | | | | | | | | | |
|
Continued Salary
|
| | | $ | 500,000 | | | | | | — | | | | | $ | 500,000 | | |
|
Market Value of IAC RSUs that would vest(1)
|
| | | $ | 4,816,624 | | | | | | — | | | | | $ | 7,382,419 | | |
|
Total Estimated Incremental Value
|
| | | $ | 5,316,624 | | | | | | — | | | | | $ | 7,882,419 | | |
| Victor Kaufman | | | | | | | | | | | | | | | | | | | |
|
Market Value of IAC RSUs that would vest(1)
|
| | | $ | 1,197,221 | | | | | | — | | | | | $ | 1,197,221 | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
PAY VERSUS
PERFORMANCE DISCLOSURE |
|
| Year | | | Summary Compensation Table Total for CEO(1) ($) | | | Compensation Actually Paid to CEO(2) ($) | | | Average Summary Compensation Table Total for Non-CEO NEOs(3) ($) | | | Average Compensation Actually Paid to Non-CEO NEOs(4) ($) | | | Value of Initial Fixed $100 Investment based on: | | | GAAP Net (Loss) Earnings | | ||||||||||||||||||||||||
| Company TSR(5) ($) | | | Peer Group TSR(5) ($) | | |||||||||||||||||||||||||||||||||||||||
| 2024 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | |||||
| 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||
| 2022 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | ( | | | ||||
| 2021 | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | | | $ | | | |||||
| 2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
| Year | | | Summary Compensation Table Total for CEO ($) | | | Minus Reported Value of Equity Awards for CEO ($) | | | (Minus) Plus Equity Award Adjustments for CEO ($)(x) | | | Compensation Actually Paid to CEO ($) | | ||||||||||||
| 2024 | | | | $ | | | | | | | | | | $ | ( | | | | | $ | ( | | | ||
| 2023 | | | | $ | | | | | | | | | | $ | | | | | $ | | | ||||
| 2022 | | | | $ | | | | | | | | | | $ | ( | | | | | $ | ( | | | ||
| 2021 | | | | $ | | | | | | | | | | $ | ( | | | | | $ | ( | | | ||
| 2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
| Year | | | Average Year End Fair Value of Equity Awards Granted in the Covered Year ($) | | | Change in Fair Value from Prior Year End to Covered Year End of Prior Years’ Awards Unvested at the End of Covered Year ($) | | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year ($) | | | Change in Fair Value from Prior Year End to Vesting Date of Prior Years’ Awards that Vested in Covered Year ($) | | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) | | | Total Average Equity Award Adjustments ($) | | ||||||||||||||||||
| 2024 | | | | | | | | | $ | ( | | | | | | | | | | | | | | | | | | | | $ | ( | | | ||||
| 2023 | | | | | | | | | $ | | | | | | | | | | | | | | | | | | | | $ | | | ||||||
| 2022 | | | | | | | | | $ | ( | | | | | | | | | | | | | | | | | | | | $ | ( | | | ||||
| 2021 | | | | | | | | | $ | ( | | | | | | | | | | | | | | | | | | | | $ | ( | | | ||||
| 2020 | | | | $ | | | | | $ | ( | | | | | | | | | | $ | | | | | | | | | | $ | | |
| Year | | | Average Reported Summary Compensation Table Total for Non-CEO NEOs ($) | | | (Minus) Plus Average Reported Value of Equity Awards ($) | | | Plus (Minus) Average Equity Award Adjustments(y) ($) | | | Average Compensation Actually Paid to Non-CEO NEOs ($) | | ||||||||||||
| 2024 | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | ||
| 2023 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | ||||
| 2022 | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | ||
| 2021 | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | ||
| 2020 | | | | $ | | | | | $ | | | | | $ | | | | | $ | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
| Year | | | Average Year End Fair Value of Equity Awards Granted in the Covered Year ($) | | | Change in Fair Value from Prior Year End to Covered Year End of Prior Years’ Awards Unvested at the End of Covered Year ($) | | | Average Fair Value as of Vesting Date of Equity Awards Granted and Vested in Year ($) | | | Change in Fair Value from Prior Year End to Vesting Date of Prior Years’ Awards that Vested in Covered Year ($) | | | Average Fair Value at the End of the Prior Year of Equity Awards that Failed to Meet Vesting Conditions in the Covered Year ($) | | | Total Average Equity Award Adjustments ($) | | ||||||||||||||||||
| 2024 | | | | $ | | | | | $ | ( | | | | | | | | | | $ | | | | | | | | | | $ | ( | | | ||||
| 2023 | | | | $ | | | | | $ | | | | | | | | | | $ | | | | | | | | | | $ | | | ||||||
| 2022 | | | | $ | | | | | $ | ( | | | | | | | | | | $ | | | | | | | | | | $ | ( | | | ||||
| 2021 | | | | $ | | | | | $ | ( | | | | | | | | | | $ | | | | | | | | | | $ | ( | | | ||||
| 2020 | | | | $ | | | | | $ | ( | | | | | | | | | | $ | | | | | | | | | | $ | | |
![[MISSING IMAGE: bc_capvsiactsr-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/bc_capvsiactsr-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lc_iacvsnasdaq-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lc_iacvsnasdaq-pn.jpg)
![[MISSING IMAGE: bc_capvsnetearnings-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/bc_capvsnetearnings-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
Pay Ratio
Disclosure |
|
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
DIRECTOR
COMPENSATION |
|
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
| | | |
Fees Earned
|
| | | | | | | | | | | | | |||||||||
|
Name
|
| |
Fees Paid
in Cash ($) |
| |
Fees
Deferred ($)(1) |
| |
Stock Awards
($)(2)(3) |
| |
Total ($)(4)
|
| ||||||||||||
| Chelsea Clinton | | | | $ | 25,000 | | | | | $ | 25,000 | | | | | $ | 249,982 | | | | | $ | 299,982 | | |
| Michael D. Eisner | | | | | — | | | | | $ | 50,000 | | | | | $ | 249,982 | | | | | $ | 299,982 | | |
| Bonnie S. Hammer | | | | $ | 50,000 | | | | | | — | | | | | $ | 249,982 | | | | | $ | 299,982 | | |
| Bryan Lourd | | | | | — | | | | | $ | 60,000 | | | | | $ | 249,992 | | | | | $ | 309,982 | | |
| David Rosenblatt | | | | $ | 75,000 | | | | | | — | | | | | $ | 249,982 | | | | | $ | 324,982 | | |
| Maria Seferian | | | | $ | 50,000 | | | | | | — | | | | | $ | 249,982 | | | | | $ | 299,982 | | |
| Alan G. Spoon | | | | $ | 80,000 | | | | | | — | | | | | $ | 249,982 | | | | | $ | 329,982 | | |
| Alexander von Furstenberg | | | | $ | 50,000 | | | | | | — | | | | | $ | 249,982 | | | | | $ | 299,982 | | |
| Richard F. Zannino | | | | $ | 65,000 | | | | | | — | | | | | $ | 249,982 | | | | | $ | 314,982 | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
EQUITY COMPENSATION
PLAN INFORMATION |
|
|
Plan Category
|
| |
Number of
Securities to be Issued upon Exercise of Outstanding Options, Warrants and Rights (A)(1) |
| |
Weighted-Average
Exercise Price of Outstanding Options, Warrants and Rights (B) |
| |
Number of
Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) |
| |||||||||
|
Equity compensation plans approved by security holders(2)
|
| | | $ | 7,157,330(3) | | | | | $ | 14.25 | | | | | | 31,095,685(4) | | |
| Equity compensation plans not approved by security | | | | | — | | | | | | — | | | | | | — | | |
| Total | | | | $ | 7,157,330(3) | | | | | $ | 14.25 | | | | | | 31,095,685(4) | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
SECURITY OWNERSHIP OF
CERTAIN BENEFICIAL OWNERS AND MANAGEMENT |
|
| | | |
IAC Common Stock
|
| |
IAC Class B
Common Stock |
| |
Percent
of Votes |
| |||||||||||||||||||||
|
Name and Address of Beneficial Owner
|
| |
Number
of Shares Owned |
| |
% of Class
Owned |
| |
Number
of Shares Owned |
| |
% of Class
Owned |
| |
(All
Classes) % |
| |||||||||||||||
|
BlackRock, Inc. 50 Hudson Yards New York, NY 10001
|
| | | | 8,966,333(1) | | | | | | 12.1% | | | | | | — | | | | | | — | | | | | | 6.8% | | |
|
The Vanguard Group 101 Vanguard Blvd. Malvern, PA 19355
|
| | | | 7,832,144(2) | | | | | | 10.6% | | | | | | — | | | | | | — | | | | | | 5.9% | | |
|
JPMorgan Chase & Co. 383 Madison Avenue New York, NY 10179
|
| | | | 5,447,355(3) | | | | | | 7.4% | | | | | | — | | | | | | — | | | | | | 4.1% | | |
|
HighSage Ventures LLC 200 Clarendon Street,
59th Floor Boston, MA 02116 |
| | | | 4,980,626(4) | | | | | | 6.7% | | | | | | — | | | | | | — | | | | | | 3.8% | | |
| Barry Diller | | | | | 6,395,366(5) | | | | | | 8.0% | | | | | | 5,789,499(6) | | | | | | 100% | | | | | | 44.4% | | |
| Tor R. Braham | | | | | 15,000(7) | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Chelsea Clinton | | | | | 50,966(8) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Michael D. Eisner | | | | | 207,032(9) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Christopher Halpin | | | | | 65,209(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Kendall Handler | | | | | 30,908(11) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Bonnie S. Hammer | | | | | 33,849(12) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Victor A. Kaufman | | | | | 88,617(13) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Joseph Levin | | | | | 1,221,686(14) | | | | | | 1.6% | | | | | | — | | | | | | — | | | | | | * | | |
| Bryan Lourd | | | | | 45,301(15) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| David Rosenblatt | | | | | 58,891(16) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Maria Seferian | | | | | 3,419(17) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| Alan G. Spoon | | | | | 120,753(18) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
| Alexander von Furstenberg | | | | | 658,958(6)(19) | | | | | | * | | | | | | 573,539(6) | | | | | | 9.9% | | | | | | 4.4% | | |
| Diane von Furstenberg | | | | | 136,711(20) | | | | | | * | | | | | | 4,786,847(6) | | | | | | 82.7% | | | | | | 36.4% | | |
| Richard F. Zannino | | | | | 57,615(21) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
|
All current executive officers and directors as a group
(13 persons) |
| | | | 7,071,947 | | | | | | 8.9% | | | | | | 5,789,499 | | | | | | 100% | | | | | | 44.9% | | |
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
DELINQUENT SECTION 16(a) REPORTS
|
|
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
CERTAIN RELATIONSHIPS AND
RELATED PERSON TRANSACTIONS |
|
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
ANNUAL
REPORTS |
|
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
Stockholder Proposals and Director Nominees
for Presentation at the 2026 Annual Meeting |
|
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
Householding
|
|
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
|
Notice of
Internet Availability of Proxy Materials |
|
May 6, 2025
![[MISSING IMAGE: lg_iacft-pn.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/lg_iacft-pn.jpg)
![[MISSING IMAGE: px_25iacincproxy1pg01-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/px_25iacincproxy1pg01-bw.jpg)
![[MISSING IMAGE: px_25iacincproxy1pg02-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/px_25iacincproxy1pg02-bw.jpg)
![[MISSING IMAGE: px_25iacincproxy2pg01-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/px_25iacincproxy2pg01-bw.jpg)
![[MISSING IMAGE: px_25iacincproxy2pg02-bw.jpg]](https://www.sec.gov/Archives/edgar/data/0001800227/000110465925045049/px_25iacincproxy2pg02-bw.jpg)