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.
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.
| Named executive officer | Salary | Bonus | Stock awards | Option awards | Non-equity incentive | Pension / NQDC | All other | Total |
|---|---|---|---|---|---|---|---|---|
| Joseph Levin | $273,077 | $0 | $0 | $0 | $0 | $0 | $17,327,965 | $17,601,042 |
| Former Chief Executive Officer | ||||||||
| Barry Diller | 500,000 | 2,100,000 | 0 | 0 | 0 | 0 | 778,624 | 3,378,624 |
| 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.
| Named executive officer | FY2025 total | FY2024 total | FY2023 total | Δ FY2024→2025 |
|---|---|---|---|---|
| Joseph Levin | $17,601,042 | $4,975,418 | $4,477,703 | +12,625,624 |
| Barry Diller | 3,378,624 | 3,404,992 | — | −26,368 |
Prior-year totals as disclosed in the corresponding proxy; deltas are computed values with the derivation shown in the register.
No insider equity transactions reported since the proxy statement.
| Executive | Award | Grant date | Threshold | Target | Granted | Maximum | Grant-date fair value |
|---|---|---|---|---|---|---|---|
| Victor A. Kaufman | RSU | 2025-02-10 | — | — | 6,043 | — | $249,999 |
| Christopher Halpin | RSU | 2024-02-06 | — | — | 67,088 | — | 3,499,981 |
| Christopher Halpin | RSU | 2025-02-06 | — | — | 189,125 | — | 7,999,988 |
| Kendall Handler | RSU | 2025-02-06 | — | — | 106,382 | — | 4,499,959 |
| Kendall Handler | RSU | 2024-02-06 | — | — | 47,920 | — | 2,499,986 |
| Named executive officer | Time-vested (RSU) | Performance-vested (PSU) | Options / SARs | % performance-vested |
|---|---|---|---|---|
| Victor A. Kaufman | $249,999 | $0 | $0 | 0.0% |
| Christopher Halpin | 11,499,969 | 0 | 0 | 0.0% |
| Kendall Handler | 6,999,945 | 0 | 0 | 0.0% |
% performance-vested = PSU grant-date fair value ÷ (RSU + PSU + Options), a computed value with the derivation shown in the register.
| Executive | Award | Shares unvested | Exercise price | Market value unvested |
|---|---|---|---|---|
| Halpin | PSU | 569,003 | — | $22,248,017 |
| Victor A. Kaufman | PSU | 7,335 | — | 286,799 |
| Handler | PSU | 230,145 | — | 8,998,670 |
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 consultant | Compensia, Inc. |
| Clawback policy | True |
| Anti-hedging | True |
| Anti-pledging | True |
| Meeting year | Meeting date | For | Against | Abstain | Support | Outcome |
|---|---|---|---|---|---|---|
| 2026 | 2026-07-16 | 80,590,428 | 26,411,230 | 420,635 | 75.02% | Passed |
| 2025 | 2025-06-18 | 115,587,419 | 2,321,740 | 1,169,653 | 97.07% | Passed |
| 2024 | 2024-06-11 | 114,428,384 | 9,241,072 | 337,679 | 92.28% | Passed |
| 2023 | 2023-06-15 | 115,126,669 | 7,243,329 | 2,456,480 | 92.23% | Passed |
| 2022 | 2022-06-23 | 108,959,426 | 18,592,005 | 138,159 | 85.33% | Passed |
| 2021 | 2021-05-14 | 85,344,364 | 42,529,247 | 122,187 | 66.68% | 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.
| Meeting year | Meeting date | Approval — company's computation |
|---|---|---|
| 2026 | 2026-07-16 | 75.02%a |
| 2025 | 2025-06-18 | 97.07%b |
| 2024 | 2024-06-11 | 92.28%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.
| Ratio (CEO : median employee) | 45 : 1 |
|---|---|
| CEO total compensation | $17,601,042 |
| Median employee compensation | — |
| Director | Cash fees | Stock awards | Option awards | Non-equity incentive | All other | Total |
|---|---|---|---|---|---|---|
| Alan G. SpoonIndependent · Audit Committee (Chair) | $80,000 | $249,982 | $0 | $0 | $0 | $329,982 |
| David RosenblattIndependent · Compensation and Human Capital Committee (Chair) | 75,000 | 249,982 | 0 | 0 | 0 | 324,982 |
| Richard F. ZanninoIndependent · Audit Committee · Nominating Committee | 65,000 | 249,982 | 0 | 0 | 0 | 314,982 |
| Bryan LourdIndependent · Audit Committee | 60,000 | 249,992 | 0 | 0 | -10 | 309,982 |
| Chelsea ClintonIndependent · None | 25,000 | 249,982 | 0 | 0 | 25,000 | 299,982 |
| Alexander von FurstenbergNot independent · Investment | 50,000 | 249,982 | 0 | 0 | 0 | 299,982 |
| Maria SeferianIndependent · None | 50,000 | 249,982 | 0 | 0 | 0 | 299,982 |
| Bonnie S. HammerIndependent · Nominating Committee | 50,000 | 249,982 | 0 | 0 | 0 | 299,982 |
| Michael D. EisnerIndependent · Executive Committee · Nominating Committee | 50,000 | 249,982 | 0 | 0 | 0 | 299,982 |
| Tor R. BrahamIndependent · Newly elected | 0 | 0 | 0 | 0 | 0 | 281,123 |
| Joseph LevinEmployee director · Not standing for re-election · Departed during FY | 0 | 0 | 0 | — | 0 | 0 |
| Victor A. KaufmanEmployee director · Executive Committee | 0 | 0 | 0 | — | 0 | 0 |
| Barry DillerEmployee director · Board Chair · Executive Committee | 0 | 0 | 0 | — | 0 | 0 |
| 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 guideline | five times annual cash retainer or 12,400 shares, whichever is less |
| Component | FY2025 |
|---|---|
| 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.
Most recent fiscal-year chief executive compensation at each disclosed peer, taken from that company's own proxy statement.
| Rank | Company | FY | Chief executive | Salary | Stock awards | Option awards | Non-equity incentive | Total |
|---|---|---|---|---|---|---|---|---|
| 1 | IAC Inc. | 2025 | Joseph 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.
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.
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.
| # | Supports | Document | Filed | Accession | Location in document |
|---|---|---|---|---|---|
| 1 | Section 01, Joseph Levin | DEF 14A | 2026-06-01 | 0001193125-26-251426 | Section “ary Compensation Table” · page 39. As printed: 17,601,042. Filing ↗machine: t87 · r8 · c29 · span 1013325–1013335 |
| 2 | Section 01, Barry Diller | DEF 14A | 2026-06-01 | 0001193125-26-251426 | Section “ary Compensation Table” · page 39. As printed: 3,378,624. Filing ↗machine: t87 · r5 · c29 · span 974247–974256 |
| 3 | Section 03, Victor A. Kaufman RSU | DEF 14A | 2026-06-01 | 0001193125-26-251426 | Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. Filing ↗machine: t91 · r7 · c7 · span 1286007–1286012 |
| 4 | Section 03, Christopher Halpin RSU | DEF 14A | 2026-06-01 | 0001193125-26-251426 | Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. Filing ↗machine: t87 · r12 · c15 · span 1059237–1059246 |
| 5 | Section 03, Christopher Halpin RSU | DEF 14A | 2026-06-01 | 0001193125-26-251426 | Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. Filing ↗machine: t91 · r5 · c7 · span 1272282–1272289 |
| 6 | Section 03, Kendall Handler RSU | DEF 14A | 2026-06-01 | 0001193125-26-251426 | Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. Filing ↗machine: t91 · r6 · c7 · span 1279145–1279152 |
| 7 | Section 03, Kendall Handler RSU | DEF 14A | 2026-06-01 | 0001193125-26-251426 | Section “Grants of Plan-Based Awards in 2025” · grants of plan-based awards table. Filing ↗machine: t87 · r15 · c15 · span 1098080–1098089 |
| 8 | Section 07, pay ratio | DEF 14A | — | — | Section “CEO Pay Ratio”. As printed: 45 : 1. |
| 9 | Section 08, Alan G. Spoon | DEF 14A | 2025-05-06 | 0001104659-25-045049 | Section “Director Compensation”. As printed: 329,982. Filing ↗machine: t71 · r8 · c24 · span 1136810–1136817 |
| 10 | Section 08, David Rosenblatt | DEF 14A | 2025-05-06 | 0001104659-25-045049 | Section “Director Compensation”. As printed: 324,982. Filing ↗machine: t71 · r6 · c24 · span 1129372–1129379 |
| 11 | Section 08, Richard F. Zannino | DEF 14A | 2025-05-06 | 0001104659-25-045049 | Section “Director Compensation”. As printed: 314,982. Filing ↗machine: t71 · r10 · c24 · span 1144314–1144321 |
| 12 | Section 08, Bryan Lourd | DEF 14A | 2025-05-06 | 0001104659-25-045049 | Section “Director Compensation”. As printed: 309,982. Filing ↗machine: t71 · r5 · c24 · span 1125869–1125876 |
| 13 | Section 08, Chelsea Clinton | DEF 14A | 2025-05-06 | 0001104659-25-045049 | Section “Director Compensation”. As printed: 299,982. Filing ↗machine: t71 · r2 · c24 · span 1114490–1114497 |
| 14 | Section 08, Alexander von Furstenberg | DEF 14A | 2025-05-06 | 0001104659-25-045049 | Section “Director Compensation”. As printed: 299,982. Filing ↗machine: t71 · r9 · c24 · span 1140759–1140766 |
| 15 | Section 08, Maria Seferian | DEF 14A | 2025-05-06 | 0001104659-25-045049 | Section “Director Compensation”. As printed: 299,982. Filing ↗machine: t71 · r7 · c24 · span 1133310–1133317 |
| 16 | Section 08, Bonnie S. Hammer | DEF 14A | 2025-05-06 | 0001104659-25-045049 | Section “Director Compensation”. As printed: 299,982. Filing ↗machine: t71 · r4 · c24 · span 1121934–1121941 |
| 17 | Section 08, Michael D. Eisner | DEF 14A | 2025-05-06 | 0001104659-25-045049 | Section “Director Compensation”. As printed: 299,982. Filing ↗machine: t71 · r3 · c24 · span 1118431–1118438 |
| 18 | Section 08, Tor R. Braham | DEF 14A | 2025-05-06 | 0001104659-25-045049 | Section “Director Compensation”. As printed: 281,123. Filing ↗machine: t114 · r4 · c18 · span 2233923–2233924 |
| 19 | Section 08, Joseph Levin | DEF 14A | 2026-06-01 | 0001193125-26-251426 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 20 | Section 08, Victor A. Kaufman | DEF 14A | 2025-05-06 | 0001104659-25-045049 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 21 | Section 08, Barry Diller | DEF 14A | 2025-05-06 | 0001104659-25-045049 | Section “Director Compensation”. As printed: 0. Filing ↗ |
| 22 | Section 06, 2026 vote | Form 8-K | 2026-07-17 | 0001104659-26-084634 | Item 5.07 · say-on-pay result. As reported: 75.02% (votes for as printed: 80,590,428). Filing ↗ |
| 23 | Section 06, 2025 vote | Form 8-K | 2025-06-23 | 0001104659-25-061678 | Item 5.07 · say-on-pay result. As reported: 97.07% (votes for as printed: 115,587,419). Filing ↗ |
| 24 | Section 06, 2024 vote | Form 8-K | 2024-06-13 | 0001104659-24-071290 | Item 5.07 · say-on-pay result. As reported: 92.28% (votes for as printed: 114,428,384). Filing ↗ |
| 25 | Section 01 trend, Δ column (computed) | Computed | — | computed | Δ = current-FY total − prior-FY total per named officer.machine: formula: Δ = FY(n) − FY(n−1) |
| 26 | Section 03b vehicle mix (computed) | Computed | — | computed | RSU / PSU / Options grant-date fair values summed per officer from the grants table; % performance-vested = PSU ÷ (RSU+PSU+Options).machine: formula: sums + PSU ratio |
| 27 | Section 09b board cost (computed) | Computed | — | computed | Cash 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 |
| 28 | IAC Inc. (subject), Section 10b CEO total | DEF 14A | 2026-06-01 | 0001193125-26-251426 | CEO total compensation as printed in IAC Inc.'s own proxy. As printed: 17,601,042. Filing ↗machine: t87 · r8 · c29 · span 1013325–1013335 |