Jeffrey Kip
About Jeffrey Kip
Jeffrey W. Kip, age 57, is Chief Executive Officer and a director of Angi Inc. since April 2024; he has led Angi International since April 2016 and previously served as Angi’s President (Nov 2023–Apr 2024) . Prior roles include CFO of IAC (2012–2016) and CFO of Panera Bread (2006–2012) with earlier investment banking experience at UBS and Goldman Sachs . Under his tenure, Angi reported Q3 2025 revenue of $265.6M (-10% YoY) and Adjusted EBITDA of $39.7M (+12% YoY); operating income rose to $21.8M (+179% YoY), with management highlighting improvements in hire/win rates, NPS, and pro retention alongside a platform consolidation strategy . Angi repurchased 14.7% of shares through Oct 31, 2025, signaling capital return alongside operational changes .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Angi Inc. | Chief Executive Officer and Director | Apr 2024–present | Elevated from President; overseeing strategy, platform consolidation, and return to growth plan |
| Angi Inc. | President | Nov 2023–Apr 2024 | Transition leadership ahead of CEO appointment |
| Angi International | Chief Executive Officer | Apr 2016–present | Drove integration across six countries; growth with expanding margins per appointment release |
| IAC Inc. | Chief Financial Officer | Mar 2012–Apr 2016 | Corporate finance leadership at Angi’s former controlling stockholder |
| Panera Bread Company | EVP & CFO | May 2006–Mar 2012 | Public-company CFO, scaling operations |
| Panera Bread Company | VP, Finance & Planning; VP, Corp Dev | 2003–2006 | Financial planning and corporate development |
| UBS | Director | Nov 2002–Apr 2003 | Investment banking experience |
| Goldman Sachs | Associate | Aug 1999–Nov 2002 | Investment banking experience |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Berkshire Hills Bancorp, Inc. (and Berkshire Bank) | Director | May 2022–present | Largest regional bank headquartered in MA |
Fixed Compensation
| Year | Base Salary ($) | Target Bonus % | Actual Bonus ($) | All Other Comp ($) | Total ($) |
|---|---|---|---|---|---|
| 2022 | 575,000 | n/a | 350,000 | 10,000 | 935,000 |
| 2023 | 577,404 | n/a | 500,000 | 10,000 | 5,267,404 |
| 2024 | 634,615 | 100% of base (CEO) | 850,000 | 10,000 | 6,935,155 |
| Current Setting | 650,000 (set Apr 5, 2024) | 100% of base | Discretionary, non-formulaic program | — | — |
- 2024 CEO pay ratio: 74:1 (CEO: $6.94M; median employee: $93,690) .
Performance Compensation
Annual Cash Bonus Framework and 2024 Outcomes
| Year | Determination Approach | Key Factors Considered | Bonus Paid ($) |
|---|---|---|---|
| 2024 | Non-formulaic; Committee discretion | Improved homeowner experience and homeowner choice foundation; streamlined sales force; increased international revenue; exceeded domestic revenue/profitability goals; reinvestment for long-term growth | 850,000 |
Equity Awards (Grants and Fair Value)
| Award | Grant Date | Units (#) | Grant-Date Fair Value ($) | Vesting / Performance |
|---|---|---|---|---|
| RSUs (promotion to President/retention) | Nov 13, 2023 | 2,200,000 | Included in 2023 $4,180,000 stock awards | Vest 25% on each of the 1st–4th anniversaries of 11/13/2023, service-based |
| PSUs (CEO appointment) | Apr 5, 2024 | 2,800,000 | 5,440,540; max outcome $6,356,000 | Four tranches requiring both service and stock-price hurdles; see schedule below |
PSU Vesting Schedule (Kip PSU Award)
| Tranche | Service Condition | Stock Price Goal (30-trading-day VWAP) | Units |
|---|---|---|---|
| T-1 | On/after 1st anniversary of 4/5/2024 | ≥ $4.50 | 700,000 |
| T-2 | On/after 2nd anniversary of 4/5/2024 | ≥ $6.00 | 700,000 |
| T-3 | On/after 3rd anniversary of 4/5/2024 | ≥ $7.50 | 700,000 |
| T-4 | On/after 4th anniversary of 4/5/2024 | ≥ $10.00 | 700,000 |
- All unvested PSUs forfeit after April 5, 2034 .
- Qualifying Termination: any tranche whose service condition is met or would be met within 12 months can vest if price goals are achieved within 12 months post-termination .
- Change in Control: if price goals met within 3 months pre-CIC, unvested portion vests without service requirement .
Equity Ownership & Alignment
Beneficial Ownership (as of April 21, 2025; post-reverse split)
| Holder | Shares Owned (#) | % of Class |
|---|---|---|
| Jeffrey W. Kip | 91,733 | <1% |
Outstanding Equity Awards at FY 2024 Year-End (pre-reverse split counts; RSU market value at $1.66 close)
| Instrument | Unvested / Unearned Units (#) | Market/Payout Value ($) | Notes |
|---|---|---|---|
| RSUs | 1,650,000 | 2,739,000 | Service-based vesting schedule |
| PSUs (Kip Award) | 2,800,000 | 4,648,000 | Performance- and service-based, see schedule |
Ownership Policies and Restrictions
- Stock ownership guidelines: CEO must hold 100,000 shares within 5 years of appointment (by 4/5/2029); NEOs must retain 25% of net shares until compliant . As of 2024 proxy, CEO guideline was 1,000,000 shares (pre-reverse split), and Mr. Kip held 383,257 shares at that time .
- Hedging and pledging are prohibited for directors, officers, and employees .
- Clawback policy adopted in 2023 per Nasdaq rules; applies to erroneously awarded incentive-based compensation regardless of misconduct .
Employment Terms
| Term | Details |
|---|---|
| Agreement | Employment Agreement effective Nov 13, 2023; amended Apr 5, 2024 upon CEO appointment; 1-year term with automatic 1-year renewals unless 90 days’ notice . |
| Position/Reporting | Chief Executive Officer; reports to Board; appointed to Board and nominated for re-election while serving as CEO . |
| Base Salary | $650,000 annual base (effective Apr 5, 2024) . |
| Target Bonus | 100% of base salary; discretionary annual cash bonus program . |
| Equity | 2.2M RSUs (Nov 2023) vesting 25% annually over 4 years ; 2.8M PSUs (Apr 2024) with service and stock price goals . |
| Severance (Qualifying Termination) | 1-year base salary continuation; pro-rata vesting of equity that would vest within the severance period; performance awards vest only if performance goals achieved . At 12/31/2024, estimated continued salary $600,000 and equity value $913,000 (or $2,739,000 if during 2-year post-CIC period), for total $1,513,000 (or $3,339,000), respectively . |
| Non-Compete | During employment and through the severance period . |
| Non-Solicit | During employment and for 18 months after a Qualifying Termination . |
| Change-in-Control | Other equity: double-trigger vesting upon Qualifying Termination within 2 years post-CIC ; PSUs: vest if stock price goals met within 3 months before CIC regardless of service . |
| Clawback | Company-wide clawback policy per Nasdaq rules . |
| Deferred Comp/Pension | No deferred compensation or retirement program participation in 2024 other than 401(k) . |
Board Governance
- Role and independence: Mr. Kip is CEO and a director (not independent); Board committees (Audit; Compensation and Human Capital; and, post-spin, Nominating & Corporate Governance) are composed solely of independent directors . Independent directors meet in executive session at least twice per year; no lead independent director .
- Board activity: In 2024, the Board met 6 times; all incumbent directors attended at least 75% of Board and committee meetings .
- Committee compositions (2024/2025 snapshots):
- Audit: Evans, Philips, Haas (Chair) .
- Compensation & Human Capital: Evans (Chair), Buchanan, Haas, Welch .
- Nominating & Corporate Governance: Schiffman (Chair), Pickett (formed at spin-off Mar 31, 2025) .
- Controlled company history and spin-off: Angi relied on Nasdaq “Controlled Company” exemptions while IAC controlled >50% voting power; post-spin (Mar 31, 2025) governance expanded with a Nominating Committee .
Director Compensation (Non-Employee)
| Component | Amount |
|---|---|
| Annual retainer | $50,000 |
| Committee member retainers | Audit $10,000; Compensation & Human Capital $5,000 |
| Committee chair additional retainer | $20,000 |
Compensation Committee Analysis and Process
- Composition and independence: Compensation & Human Capital Committee consists of Evans (Chair), Buchanan, Haas, and Welch; all independent .
- Consultant: Compensia engaged for competitive market assessments and best practices; determined independent with no conflicts .
- Philosophy: Flexible, discretionary approach rather than formulaic metrics or strict benchmarking; decisions consider corporate performance, strategic objectives, and individual contributions .
Risk Indicators & Red Flags
- Hedging/pledging prohibited; reduces misalignment risk .
- Clawback policy in place; enhances accountability .
- Related-party/controlled company history with IAC; governance improved post-spin with addition of Nominating & Governance Committee .
- Section 16 reporting: administrative error noted for untimely Form 4 related to Kip PSU grant (Company error) .
Equity Supply and Vesting Overhang (Selling Pressure)
- Service-based RSUs: 1.65M unvested at YE 2024 (pre-split) imply scheduled vesting over 2025–2027 from the Nov 13, 2023 grant .
- Performance PSUs: 4 tranches tied to $4.50/$6.00/$7.50/$10.00 VWAP hurdles and annual service anniversaries through 2028; can vest on CIC if price goals achieved within 3 months prior .
- Ownership policy requires retention of 25% of net shares until guideline met (100,000 shares for CEO, by 4/5/2029) .
Performance & Track Record
- Q3 2025 results: Revenue $265.6M (-10% YoY), Operating Income $21.8M (+179%), Adjusted EBITDA $39.7M (+12%); net earnings $10.6M .
- Operational KPIs improved under Kip: estimated hire rate up double digits; pro win rate up nearly 30%; homeowner NPS up nearly 10 points YoY (nearly 30 over two years); pro churn improved 7% YoY and 26% vs two years ago .
- Platform strategy: consolidating to a single modern, AI-first platform by 2027; capex guidance ~$60M in 2025 and similar in 2026 .
Board Service History, Roles, and Dual-Role Implications
- Board service: Director since April 2024; not independent (officer). Committees are fully independent; independent executive sessions at least twice a year, but there is no designated lead independent director .
- Dual-role considerations: With an Executive Chairman (Joseph Levin) and CEO/Director split, Angi emphasizes independent committee oversight for audit, compensation, and governance; however, absence of a lead independent director may limit centralized independent leadership in executive sessions .
Investment Implications
- Pay-for-performance alignment is improving: 2024 CEO equity awards are heavily performance-linked (PSUs with multi-year service and stock-price conditions), aligning upside with shareholder returns; severance equity treatment retains performance gates, limiting windfalls .
- Vesting overhang bears monitoring: Annual vesting of 2023 RSUs and multi-tranche PSUs could create supply when service dates and price hurdles are met; ownership retention requirements partially mitigate near-term selling pressure .
- Retention risk appears managed: One-year salary continuation and non-compete plus non-solicit covenants, combined with substantial unvested equity, create strong retention incentives; PSU vesting continuation upon Qualifying Termination (with price goals) moderates forced turnover risk .
- Governance outlook: Post-IAC spin-off governance enhancements (new Nominating & Governance Committee) and fully independent key committees are positives; the absence of a lead independent director remains a watch item for independent board leadership .
- Execution risk: The multi-year platform consolidation and AI-first roadmap are significant; management highlights KPI improvements and profitability gains, but revenue headwinds from network channel mix shift persist; progress on proprietary growth and sales productivity will be key to 2026+ growth inflection .