Independent
Tenure on this board
1.0 yrs
Also a director at
A10 Networks Inc (ATEN)
12 nominees · 3 ballot items.
Elect twelve directors; approve a non-binding advisory vote on 2025 executive compensation; and ratify Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2026 fiscal year.
Elect twelve directors to IAC’s board, each to hold office until the next annual meeting or until their successor is elected and qualified.
Non-binding advisory vote to approve the compensation of IAC’s named executives for 2025 as disclosed in the proxy statement.
This management proposal asks stockholders to cast a non-binding, advisory vote approving the company’s disclosed compensation for its named executive officers (NEOs) for 2025. Management frames the vote as an approval of the overall compensation program — not individual elements — and emphasizes that the program balances short-term and long-term incentives to attract, retain and motivate executives while aligning management with stockholder interests. The Board seeks the vote to validate its pay practices and to demonstrate stockholder support, noting that the outcome will be considered in future compensation decisions even though it is not legally binding. Key context includes a recent CEO transition, substantial equity award activity in 2025 (including RSU grants and changes to vesting schedules), and prior strong stockholder support (approximately 97% support at the 2025 meeting). The proposal implicates governance considerations — particularly the board’s responsiveness to investor views on pay-for-performance alignment and the risk-management oversight by the Compensation and Human Capital Committee. Management’s position stresses discretion in bonus determinations and the use of RSUs to align long-term incentives; it also highlights efforts to limit dilution and adjust award structures (e.g., moving to multi-year and then annual RSU grants). Potential investor concerns relate to pay versus company performance (noting mixed TSR and GAAP results in recent years), the CEO transition payments and severance matters previously disclosed, and how equity awards were structured and timed. The advisory vote’s outcome, while non-binding, serves as a governance signal: a strong “for” supports management’s approach, while a weak vote could prompt engagement and changes to compensation practices. Given the Board’s recommendation and prior high support, management expects approval but will monitor results and shareholder feedback when setting future compensation policies.
Ratify the Audit Committee’s appointment of Ernst & Young LLP as IAC’s independent registered public accounting firm for the 2026 fiscal year.
| # | Owner | % of shares | Shares | Value |
|---|---|---|---|---|
| 1 | ARISTEIA CAPITAL, L.L.C. | 7.9% | 5,908,837 | $237M |
| 2 | BlackRock, Inc. | 7.4% | 5,526,651 | $221M |
| 3 | VANGUARD PORTFOLIO MANAGEMENT LLC | 4.8% | 3,591,172 | $144M |
| 4 | Helikon Investments Ltd | 4.7% | 3,518,414 | $141M |
| 5 | SOUTHEASTERN ASSET MANAGEMENT INC/TN/Activist | 4.5% | 3,378,194 | $135M |
| 6 | Corvex Management LPActivist | 4.5% | 3,355,075 | $134M |
| 7 | VANGUARD CAPITAL MANAGEMENT LLC | 3.9% | 2,917,892 | $117M |
| 8 | Patient Capital Management, LLC | 3.6% | 2,699,564 | $108M |
| 9 | DAVIS SELECTED ADVISERS | 3.2% | 2,413,247 | $97M |
| 10 | STATE STREET CORP | 3.0% | 2,255,287 | $90M |
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