Bailey Carson
About Bailey Carson
Bailey Carson, age 40, is Chief Operating Officer of Angi, appointed October 15, 2024; prior to this role she served as Chief Customer Experience Officer in 2024 and held successive general management roles since 2018 across Angi and Handy . Angi’s annual bonus program is non-formulaic; for 2024 the Compensation Committee cited factors including improved homeowner experience, streamlining of the sales force, increased international revenue, and exceeding domestic revenue and profitability goals when determining payouts . No education credentials or quantified TSR/revenue/EBITDA metrics for Carson were disclosed in the proxy; the company emphasizes discretionary assessments over strict formulas .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Angi | Chief Operating Officer | Oct 2024–present | Executive leadership of operations and customer experience |
| Angi | Chief Customer Experience Officer | Jan 2024–Oct 2024 | Led homeowner experience improvements considered in 2024 bonus decisions |
| Angi | General Manager, Services business | Nov 2022–Dec 2023 | General management of Services; positioned for growth |
| Angi | General Manager, Book Now | Apr 2021–Nov 2022 | Led Book Now product offering |
| Angi | Category Manager, Everyday Services | May 2020–Apr 2021 | Category management in Everyday Services |
| Handy Technologies Inc. | SVP, Growth | Aug 2018–May 2020 | Growth leadership post Angi’s acquisition of Handy in Oct 2018 |
| Willing Beauty Company | Chief Operating Officer | Oct 2016–Aug 2018 | Operations leadership at clean skincare brand |
| willa | COO and CFO | Jul 2014–Oct 2016 | Led operations and finance; willa acquired by Willing’s parent in Sep 2016 |
| Compass | Product Manager | May 2013–Jul 2014 | Product management at residential brokerage |
| Irving Place Capital | Private Equity Associate | Earlier career (dates not specified) | Investment experience |
| Lehman Brothers | Investment Banking Analyst | Earlier career (dates not specified) | Investment banking experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Not disclosed | — | — | No public company board roles or external directorships disclosed in the proxy |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary (per Employment Agreement) | $450,000 | Effective with COO appointment on 10/15/2024 |
| Target Annual Cash Bonus | $350,000 | Discretionary assessment, non-formulaic |
| 2024 Salary Paid | $380,308 | Reflects service as COO from Oct 15–Dec 31 and CXO earlier in the year |
| 2024 Cash Bonus Paid | $420,000 | Determined by Committee based on 2024 achievements |
| 2024 Perquisites/Other | $6,485 | Primarily 401(k) match |
Performance Compensation
Annual Cash Bonus Structure (2024)
| Metric | Weighting | Target | Actual | Payout Basis | Vesting |
|---|---|---|---|---|---|
| Discretionary assessment of corporate and individual performance | N/A | $350,000 | $420,000 | Considered 2024 improvements in homeowner experience, sales force streamlining, increased international revenue, and exceeding domestic revenue/profitability goals | N/A |
Equity Awards Granted in 2024 (RSUs)
| Grant Date | Shares (#) | Grant Date Fair Value ($) | Vesting Schedule |
|---|---|---|---|
| 3/1/2024 | 200,000 | $584,000 | RSUs; vesting conditioned on continued service; partial vesting upon certain terminations |
| 10/15/2024 | 400,000 | $1,008,000 | Vests in equal annual installments over four years on the grant anniversary, subject to continued service |
Note: The RSU counts in the Grants table do not reflect the one-for-ten reverse stock split effective March 24, 2025 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (as of 4/21/2025) | 13,166 Angi Class A shares; percent of class “*” (<1%) based on 47,950,314 shares outstanding; numbers reflect the reverse split |
| Unvested RSUs (12/31/2024) | 693,521 RSUs; market value $1,151,245 based on $1.66 share price on 12/31/2024; counts do not reflect reverse split |
| Stock Options/SARs | None at Angi as of 12/31/2024 |
| Stock Ownership Guidelines | Other NEOs must hold 7,500 shares by the 5th anniversary of hire into eligible role; retain 25% of net shares until guideline achieved |
| Compliance Status | Carson has achieved her ownership guideline as of the proxy filing |
| Pledging/Hedging | Securities Trading Policy governs transactions in Angi securities by covered persons; policy filed as Exhibit 10.19 to Angi’s 2024 10-K |
Employment Terms
| Term | Provision |
|---|---|
| Effective Date | October 15, 2024 (Carson Effective Date) |
| Term Length | One year from Effective Date; auto-renewal for successive one-year terms unless either party gives 90 days’ prior written notice |
| Compensation Eligibility | Base salary (currently $450,000), discretionary annual cash bonus (target $350,000), equity awards, and benefits as determined by the Committee |
| Initial Equity Grant | 400,000 RSUs as of Effective Date; equal annual vesting over four years, subject to continued service |
| Severance (Qualifying Termination) | 12 months base salary continuation; pro-rata vesting of equity awards scheduled to vest during the severance period; vested options/SARs remain exercisable for 18 months |
| Good Reason Definition | Material diminution in base salary or material diminution in title, duties, or responsibilities |
| Restrictive Covenants | Non-compete and non-solicit during employment term and the severance period; confidentiality and proprietary rights covenants |
Change-in-Control Economics (Illustrative as of 12/31/2024)
| Scenario | Continued Salary | Market Value of RSUs That Would Vest | Total Estimated Incremental Value |
|---|---|---|---|
| Qualifying Termination (no CIC) | $400,000 | $334,203 | $734,203 |
| Qualifying Termination During 2-Year Period Following CIC | $400,000 | $1,151,245 | $1,551,245 |
Structure: Double-trigger vesting of unvested Angi equity upon Qualifying Termination within two years following CIC (PSUs for CEO handled separately) .
Compensation Structure Notes
- Long-term incentives are used for retention, reward for past performance, and forward-looking alignment; vesting requires continued service with partial vesting upon certain terminations .
- Angi adopted an SEC-compliant clawback policy in 2023 applicable to erroneously awarded incentive-based compensation, regardless of misconduct .
Investment Implications
- Alignment: Carson’s package ties a substantial portion of 2024 compensation to equity RSUs ($1.592M) with multi-year vesting, aligning incentives with long-term shareholder outcomes and retention; she has met stock ownership guidelines, reducing immediate forced-holding pressure beyond policy minima .
- Selling Pressure: The four-year RSU vest schedule (including the 400,000 RSUs granted at appointment) creates periodic taxable events; Angi’s ownership policy requires retention of 25% of net shares until guidelines are met (now achieved), but no explicit pledging disclosures for Carson are noted, mitigating a key red flag .
- Retention/Change-in-Control: Double-trigger protection provides salary continuation and accelerated equity vesting upon CIC-linked Qualifying Termination, with illustrative incremental value of up to ~$1.55M, indicating moderate retention security and potential event-driven equity supply upon acceleration .
- Execution Risk: The Committee’s non-formulaic bonus design emphasizes qualitative outcomes; 2024 bonuses reflected operational improvements and exceeding domestic revenue/profitability goals, but lack of quantified targets reduces transparency and direct pay-for-performance linkage for investors tracking metric-based execution .