Jeremy Philips
Director at ANGI
Board
About Jeremy G. Philips
Jeremy G. Philips, age 52, has served on Angi’s board since November 2021 and is currently a Class III director whose term runs to the 2027 annual meeting. He is a General Partner at Spark Capital, brings deep technology and marketplace expertise, and has held executive roles including CEO of Photon Group and EVP in the Office of the Chairman at News Corp. He holds a B.A. and LL.B. from the University of New South Wales and an MPA from Harvard Kennedy School, and is an adjunct professor at Columbia Business School .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Photon Group Limited (ASX-listed) | Chief Executive Officer | Jun 2010 – Jan 2012 | Public company CEO experience |
| News Corporation | Executive Vice President, Office of the Chairman | 2004 – 2010 | Strategic, operational, and transaction experience |
| ecorp (public internet holding co.) | Co‑founder; Vice Chairman | N/A (prior to 2004) | Startup and marketplace expertise |
| Private technology investing | Investor | Jan 2012 – May 2014 | Strategic investments |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Spark Capital | General Partner | Since May 2014 | VC leadership; early-stage tech focus |
| TripAdvisor, Inc. | Director | Since Dec 2011 | Current public company directorship |
| Affirm Holdings, Inc. | Director (prior) | 2015 – Dec 2021 | Prior public board service |
| Columbia Business School | Adjunct Professor | Current | Academic appointment |
| Various private internet companies | Director | Current | Multiple private boards |
Board Governance
- Independence: The Board determined Mr. Philips is independent under Nasdaq rules; no relationships that would impair independent judgment were identified .
- Board class/tenure: Class III director; term expires at the 2027 annual meeting .
- Committees: Member, Audit Committee; Chair is Alesia Haas (Audit Committee met 8 times in 2024) .
- Other Committees: Not listed as member of Compensation & Human Capital Committee (Evans, Buchanan, Haas, Welch) or the Nominating & Corporate Governance Committee (formed Mar 31, 2025; members Schiffman (Chair), Pickett) .
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings in 2024; the Board met 6 times and acted by written consent 3 times .
- Executive sessions and lead independent: Independent directors meet in executive sessions at least twice per year; Angi does not have a lead independent director .
- Risk oversight touchpoints: Audit Committee oversight includes financial reporting, internal controls, cybersecurity risk, and compliance .
Fixed Compensation (Director)
| Year | Cash Fees | Notes |
|---|---|---|
| 2024 | $60,000 | Reflects annual retainer and committee membership differentials |
Non‑employee director arrangements (in effect during 2024): $50,000 annual retainer; Audit and Compensation & Human Capital Committee members receive $10,000 and $5,000 additional annual retainers, respectively; Chairs of these committees receive $20,000 additional annual retainers; all retainers paid quarterly in arrears . After the March 31, 2025 spin‑off, members of the Nominating & Corporate Governance Committee receive $5,000 and its Chair receives $20,000 annually .
Performance Compensation (Director Equity)
| Element | Disclosed Terms |
|---|---|
| Annual RSU grant | $250,000 grant upon initial election and annually upon re‑election at the annual meeting |
| Vesting | Vests in equal installments over 3 years; forfeiture of unvested on service termination |
| Change‑in‑control | Unvested RSUs fully accelerate upon a change in control |
| Deferral | Directors may elect to defer vesting/settlement with prior notice |
| 2024 grant value (Philips) | $249,993 grant date fair value |
Other Directorships & Interlocks
| Company | Role | Potential Interlocks/Notes |
|---|---|---|
| TripAdvisor, Inc. | Director (current) | Other public company directorship; no Angi‑disclosed related‑party transactions tied to this role |
| Affirm Holdings, Inc. | Director (prior) | Ended Dec 2021; no current interlock |
| Spark Capital | General Partner | VC role may intersect with technology ecosystem; Angi’s Board still determined independence and did not identify relationships precluding independence |
Related-party review: Angi’s Audit Committee maintains a formal process to review related person transactions under Item 404; no transactions involving Mr. Philips were disclosed in the proxy .
Expertise & Qualifications
- Technology and marketplace expertise; strategic and operational experience including public company CEO background .
- High financial literacy with expertise in strategic investments and transactions; service on Audit Committee supports financial oversight competency .
- Academic engagement as adjunct professor at Columbia Business School; advanced public policy training (MPA) .
Equity Ownership
| Holder | Shares Held Directly | RSUs Vesting within 60 Days (Record Date 4/21/2025) | Total Beneficial Ownership (Record Date) |
|---|---|---|---|
| Jeremy G. Philips | 8,112 | 4,094 | 12,206 |
Additional alignment indicators:
- Unvested RSUs outstanding at 12/31/2024: Mr. Philips held 266,340 unvested Angi RSUs (director equity awards) .
- Hedging/pledging: Company policy prohibits directors from hedging or pledging Angi securities, reducing misalignment risk and collateral‑pledge concerns .
Director Compensation (2024 detail)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|
| Jeremy G. Philips | 60,000 | 249,993 | 309,993 |
Non‑employee director equity outstanding at 12/31/2024: Mr. Philips held 266,340 unvested RSUs per the director compensation disclosure .
Governance Assessment
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Strengths
- Independent director with meaningful audit oversight role; member of the Audit Committee alongside an “audit committee financial expert,” bolstering financial reporting and cybersecurity oversight .
- Solid engagement: all incumbents met ≥75% attendance threshold in 2024; Board/Committee cadence was robust (Board 6 meetings; Audit 8 meetings) .
- Pay alignment: majority of 2024 director compensation delivered in time‑vested RSUs with standard change‑in‑control acceleration and deferral choice, supporting long‑term alignment .
- Risk controls: explicit prohibitions on hedging and pledging for directors reduce alignment and liquidity risk concerns .
-
Watch items / potential red flags
- Section 16(a) timeliness: Angi disclosed an administrative error causing untimely Form 4 reporting for RSU vesting for certain directors including Mr. Philips; while attributed to the company, it signals a process/control gap to monitor .
- No lead independent director despite executive sessions; consider if Board leadership structure adequately empowers independents post spin‑off .
- External affiliations: As a VC General Partner, Mr. Philips operates within ecosystems that could intersect with Angi counterparties; no related‑party transactions were disclosed and independence was affirmed, but ongoing monitoring is prudent .
-
Overall view
- Mr. Philips adds relevant marketplace, technology, and investment expertise with audit oversight contributions, and maintains independence with solid attendance. Compensation structure relies heavily on equity, promoting alignment, and company‑level policies on hedging/pledging further mitigate risk; the primary governance caution is process (Section 16 filing timeliness) rather than personal conduct .