Velarion · Company Intelligence
Compensation Brief
Fiscal year 2025 · Filings through 2026-07-17

IAC Inc. (IAC)

Fiscal year 2025 executive and director compensation, incentive-plan design, equity activity, and governance — every figure in this brief is traceable to its exact location in the company’s SEC filing — the document, the section, the page, and the table, linked directly.

$17,601,042
Joseph Levin total, FY2025
CEO pay percentile vs peers
45:1
CEO-to-median pay ratio
75.02%
Say-on-pay support, latest vote
Companies that benchmark against IAC
20 companies name IAC as a compensation peer

Each company listed discloses IAC in its own benchmarking peer group, as disclosed in each company's most recent proxy statement within the last two proxy seasons. Two companies are therefore absent by design: one that named IAC in an earlier year and no longer does, and one whose own most recent disclosure is older than the last two seasons.

01

Summary Compensation Table — fiscal year 2025

Named executive officerSalaryBonusStock awardsOption awardsNon-equity incentivePension / NQDCAll otherTotal
Joseph Levin$273,077$0$0$0$0$0$17,327,965$17,601,042
Former Chief Executive Officer
Barry Diller500,0002,100,0000000778,6243,378,624
Chairman and Senior Executive

A dash means the company reported no figure in that column; 0 means it reported zero. Figures are as printed in the filing, without adjustment.

Three-year trend — total compensation per named executive

Named executive officerFY2025 totalFY2024 totalFY2023 totalΔ FY20242025
Joseph Levin$17,601,042$4,975,418$4,477,703+12,625,624
Barry Diller3,378,6243,404,992−26,368

Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.

02

Equity transactions since the proxy statement was filed

No insider equity transactions reported since the proxy statement.

03

Grants of plan-based awards — fiscal year 2025

ExecutiveAwardGrant dateThresholdTargetGrantedMaximumGrant-date fair value
Victor A. KaufmanRSU2025-02-106,043$249,999
Christopher HalpinRSU2024-02-0667,0883,499,981
Christopher HalpinRSU2025-02-06189,1257,999,988
Kendall HandlerRSU2025-02-06106,3824,499,959
Kendall HandlerRSU2024-02-0647,9202,499,986
03b

Vehicle mix — grant-date fair value by award type

Named executive officerTime-vested (RSU)Performance-vested (PSU)Options / SARs% performance-vested
Victor A. Kaufman$249,999$0$00.0%
Christopher Halpin11,499,969000.0%
Kendall Handler6,999,945000.0%

% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.

04

Outstanding equity awards at fiscal year-end 2025

ExecutiveAwardShares unvestedExercise priceMarket value unvested
HalpinPSU569,003$22,248,017
Victor A. KaufmanPSU7,335286,799
HandlerPSU230,1458,998,670
05

Incentive-plan design — the Compensation Discussion & Analysis

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.

CEO STI target (% of salary)
CEO LTI target (% of salary)
Independent consultantCompensia, Inc.
Clawback policyTrue
Anti-hedgingTrue
Anti-pledgingTrue
06

Say-on-pay — recent advisory votes

Meeting yearMeeting dateForAgainstAbstainSupportOutcome
20262026-07-1680,590,42826,411,230420,63575.02%Passed
20252025-06-18115,587,4192,321,7401,169,65397.07%Passed
20242024-06-11114,428,3849,241,072337,67992.28%Passed
20232023-06-15115,126,6697,243,3292,456,48092.23%Passed
20222022-06-23108,959,42618,592,005138,15985.33%Passed
20212021-05-1485,344,36442,529,247122,18766.68%Passed

Rows are labeled by annual-meeting year, with the meeting date beside each; the vote held in a given year acts on the prior fiscal year's compensation.

Say-on-pay — history, company's computation

Meeting yearMeeting dateApproval — company's computation
20262026-07-1675.02%a
20252025-06-1897.07%b
20242024-06-1192.28%c

a. Approved under the standard stated in the filing — “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 and entitled to vote at the Annual Meeting (the Advisory 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).”.

b. Approved under the standard stated in the filing — “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 and entitled to vote at the Annual Meeting (the Advisory 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).”.

c. Approved under the standard stated in the filing — “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 outstanding (the Charter Amendment Proposal) or the number of shares present and entitled to vote at the Annual Meeting (the Advisory Say on Pay Proposal and the Auditor Ratification Proposal)...”.

Approval percentages are the company's own reported computations under its own stated standard, not recomputed by Velarion. Where a company does not state a standard, none is assumed.

07

CEO pay ratio

Ratio (CEO : median employee)45 : 1
CEO total compensation$17,601,042
Median employee compensation
08

Director compensation — fiscal year 2025

DirectorCash feesStock awardsOption awardsNon-equity incentiveAll otherTotal
Alan G. SpoonIndependent · Audit Committee (Chair)$80,000$249,982$0$0$0$329,982
David RosenblattIndependent · Compensation and Human Capital Committee (Chair)75,000249,982000324,982
Richard F. ZanninoIndependent · Audit Committee · Nominating Committee65,000249,982000314,982
Bryan LourdIndependent · Audit Committee60,000249,99200-10309,982
Chelsea ClintonIndependent · None25,000249,9820025,000299,982
Alexander von FurstenbergNot independent · Investment50,000249,982000299,982
Maria SeferianIndependent · None50,000249,982000299,982
Bonnie S. HammerIndependent · Nominating Committee50,000249,982000299,982
Michael D. EisnerIndependent · Executive Committee · Nominating Committee50,000249,982000299,982
Tor R. BrahamIndependent · Newly elected00000281,123
Joseph LevinEmployee director · Not standing for re-election · Departed during FY00000
Victor A. KaufmanEmployee director · Executive Committee00000
Barry DillerEmployee director · Board Chair · Executive Committee00000
09

Board fee structure and ownership guideline

Annual cash retainer$50,000
Annual equity retainer$250,000
Per board meeting fee
Committee chair fees (audit / comp / nom-gov)20,000 / 20,000
Stock ownership guidelinefive times annual cash retainer or 12,400 shares, whichever is less
09b

Total cost of the board

ComponentFY2025
Cash retainers and fees$505,000
Equity awards (grant-date value)$2,249,848
All other compensation$24,990
Total cost of the board$2,779,838

Computed as the sum of the director compensation table rows above; inputs and formula shown in the register.

10b

Chief executive pay against the peer group

Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.

RankCompanyFYChief executiveSalaryStock awardsOption awardsNon-equity incentiveTotal
1IAC Inc.2025Joseph Levin$273,077$0$0$0$17,601,042

Each peer's compensation is from its most recently filed proxy; fiscal years differ by company. Each peer's figures come from its own filings; the subject company is highlighted. Peers whose chief executive compensation is outside our coverage universe are stated as such, never left blank.

FAQ

Frequently asked questions

Who was the highest-paid executive at IAC Inc. in fiscal 2025?
The highest-paid executive at IAC Inc. in fiscal 2025 was Joseph Levin, who held the title of Former Chief Executive Officer and received total compensation of $17,601,042.
How does IAC Inc.'s chief executive pay compare to its disclosed peer group?
The filing shows that the CEO pay percentile of disclosed peers was not disclosed in this extract.
What is IAC Inc.'s CEO-to-median employee pay ratio?
The CEO-to-median employee pay ratio for IAC Inc. in fiscal 2025 was 45:1.
How did shareholders vote on IAC Inc.'s executive compensation?
Shareholders voted 75.02% in support of IAC Inc.'s executive compensation plan in the latest vote.
How much does IAC Inc. spend in total on board compensation for fiscal 2025?
IAC Inc. reported total board compensation of $2,779,838 for fiscal 2025.

Answers are drawn only from the figures disclosed in this brief and cited to their location in the source filing. Where a figure required for an answer is not disclosed, that is stated rather than estimated.

11

Source register

Each figure's location is given both for the eye (section · page · table · row · column) and for a script (table/row/column index and exact character span in the filed document). Any figure can be independently confirmed against the source.

#SupportsDocumentFiledAccessionLocation in document
1Section 01, Joseph LevinDEF 14A2026-06-010001193125-26-251426Section “ary Compensation Table” · page 39. As printed: 17,601,042. Filing ↗machine: t87 · r8 · c29 · span 1013325–1013335
2Section 01, Barry DillerDEF 14A2026-06-010001193125-26-251426Section “ary Compensation Table” · page 39. As printed: 3,378,624. Filing ↗machine: t87 · r5 · c29 · span 974247–974256
3Section 03, Victor A. Kaufman RSUDEF 14A2026-06-010001193125-26-251426Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. Filing ↗machine: t91 · r7 · c7 · span 1286007–1286012
4Section 03, Christopher Halpin RSUDEF 14A2026-06-010001193125-26-251426Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. Filing ↗machine: t87 · r12 · c15 · span 1059237–1059246
5Section 03, Christopher Halpin RSUDEF 14A2026-06-010001193125-26-251426Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. Filing ↗machine: t91 · r5 · c7 · span 1272282–1272289
6Section 03, Kendall Handler RSUDEF 14A2026-06-010001193125-26-251426Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. Filing ↗machine: t91 · r6 · c7 · span 1279145–1279152
7Section 03, Kendall Handler RSUDEF 14A2026-06-010001193125-26-251426Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. Filing ↗machine: t87 · r15 · c15 · span 1098080–1098089
8Section 07, pay ratioDEF 14ASection “CEO Pay Ratio”. As printed: 45 : 1.
9Section 08, Alan G. SpoonDEF 14A2025-05-060001104659-25-045049Section “Director Compensation”. As printed: 329,982. Filing ↗machine: t71 · r8 · c24 · span 1136810–1136817
10Section 08, David RosenblattDEF 14A2025-05-060001104659-25-045049Section “Director Compensation”. As printed: 324,982. Filing ↗machine: t71 · r6 · c24 · span 1129372–1129379
11Section 08, Richard F. ZanninoDEF 14A2025-05-060001104659-25-045049Section “Director Compensation”. As printed: 314,982. Filing ↗machine: t71 · r10 · c24 · span 1144314–1144321
12Section 08, Bryan LourdDEF 14A2025-05-060001104659-25-045049Section “Director Compensation”. As printed: 309,982. Filing ↗machine: t71 · r5 · c24 · span 1125869–1125876
13Section 08, Chelsea ClintonDEF 14A2025-05-060001104659-25-045049Section “Director Compensation”. As printed: 299,982. Filing ↗machine: t71 · r2 · c24 · span 1114490–1114497
14Section 08, Alexander von FurstenbergDEF 14A2025-05-060001104659-25-045049Section “Director Compensation”. As printed: 299,982. Filing ↗machine: t71 · r9 · c24 · span 1140759–1140766
15Section 08, Maria SeferianDEF 14A2025-05-060001104659-25-045049Section “Director Compensation”. As printed: 299,982. Filing ↗machine: t71 · r7 · c24 · span 1133310–1133317
16Section 08, Bonnie S. HammerDEF 14A2025-05-060001104659-25-045049Section “Director Compensation”. As printed: 299,982. Filing ↗machine: t71 · r4 · c24 · span 1121934–1121941
17Section 08, Michael D. EisnerDEF 14A2025-05-060001104659-25-045049Section “Director Compensation”. As printed: 299,982. Filing ↗machine: t71 · r3 · c24 · span 1118431–1118438
18Section 08, Tor R. BrahamDEF 14A2025-05-060001104659-25-045049Section “Director Compensation”. As printed: 281,123. Filing ↗machine: t114 · r4 · c18 · span 2233923–2233924
19Section 08, Joseph LevinDEF 14A2026-06-010001193125-26-251426Section “Director Compensation”. As printed: 0. Filing ↗
20Section 08, Victor A. KaufmanDEF 14A2025-05-060001104659-25-045049Section “Director Compensation”. As printed: 0. Filing ↗
21Section 08, Barry DillerDEF 14A2025-05-060001104659-25-045049Section “Director Compensation”. As printed: 0. Filing ↗
22Section 06, 2026 voteForm 8-K2026-07-170001104659-26-084634Item 5.07 · say-on-pay result. As reported: 75.02% (votes for as printed: 80,590,428). Filing ↗
23Section 06, 2025 voteForm 8-K2025-06-230001104659-25-061678Item 5.07 · say-on-pay result. As reported: 97.07% (votes for as printed: 115,587,419). Filing ↗
24Section 06, 2024 voteForm 8-K2024-06-130001104659-24-071290Item 5.07 · say-on-pay result. As reported: 92.28% (votes for as printed: 114,428,384). Filing ↗
25Section 01 trend, Δ column (computed)ComputedcomputedΔ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1)
26Section 03b vehicle mix (computed)ComputedcomputedRSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio
27Section 09b board cost (computed)ComputedcomputedCash 505,000 + equity 2,249,848 + all other 24,990 = 2,779,838, summed across the director compensation table rows.machine: formula: Σ = 2,779,838
28IAC Inc. (subject), Section 10b CEO totalDEF 14A2026-06-010001193125-26-251426CEO total compensation as printed in IAC Inc.'s own proxy. As printed: 17,601,042. Filing ↗machine: t87 · r8 · c29 · span 1013325–1013335