Thomas Evans
Director at ANGI
Board
About Thomas R. Evans
Thomas R. Evans, age 70, has been an independent director of Angi since September 2017. He is a former public-company CEO (Bankrate, Official Payments, GeoCities) with deep digital and media operating experience and high financial literacy. Evans currently serves on the board of Shutterstock, Inc., bringing marketplace and media perspective to Angi’s board. He is a Class I director nominated for re-election at the 2025 annual meeting to serve through 2028 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Bankrate, Inc. | President & CEO; Director | Jun 2004–Dec 2013; Advisor to board through Dec 2015 | Led digital financial publisher; public-company CEO experience |
| Official Payments Corp. | Chairman & CEO | Aug 1999–Sep 2003 | Led online tax/fees payments processor |
| GeoCities Inc. | President & CEO | Mar 1998–Jun 1999 | Led community of personal websites |
| U.S. News & World Report | President & Publisher | Not disclosed | 20-year print magazine veteran; leadership in media |
| The Atlantic Monthly | President | Not disclosed | Senior leadership in print media |
| Fast Company | President & Publisher (launched 1995) | 1995 launch | Digital/media entrepreneurship |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shutterstock, Inc. | Director | Since Mar 2012 | Public company board experience in media/marketplaces |
Board Governance
- Committees: Audit Committee member; Compensation and Human Capital Committee Chair .
- Independence: Board determined Evans is independent under Nasdaq rules; no relationships impairing independent judgment identified .
- Attendance and engagement: Board met 6 times in 2024; Audit met 8 times; Compensation met 5 times. All incumbent directors attended at least 75% of board and committee meetings on which they served .
- Executive sessions and leadership: Independent directors hold executive sessions at least twice a year; Angi does not have a lead independent director. All three core board committees are fully independent .
- Classification/term: Class I director; nominated for re-election in 2025 to serve until the 2028 annual meeting .
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Non-employee director base retainer |
| Audit Committee member fee | $10,000 | Member retainer |
| Compensation & Human Capital Committee member fee | $5,000 | Member retainer |
| Compensation & Human Capital Committee Chair fee | $20,000 | Chair retainer |
| Total cash fees earned (2024) | $85,000 | Matches disclosed fees for Evans |
Note: Nominating & Governance Committee member and chair retainers ($5,000 and $20,000, respectively) were introduced at Spin-Off completion on Mar 31, 2025 (impacting 2025 onward) .
Performance Compensation
| Equity Component | Grant Value (2024) | Vesting | Change-in-Control | Deferral |
|---|---|---|---|---|
| Annual RSU grant (upon re-election) | $249,993 | Equal installments over 3 years; forfeiture upon service termination | Full acceleration of unvested RSUs | Directors may elect to defer vesting and settlement with prior notice |
- No performance metrics disclosed for director equity grants; awards are time-based RSUs (not tied to revenue/EBITDA/TSR) .
Other Directorships & Interlocks
| Company | Sector Relation to Angi | Interlock/Conflict |
|---|---|---|
| Shutterstock, Inc. | Unrelated (stock media marketplace) | No independence-impairing relationships identified; Evans deemed independent |
Expertise & Qualifications
- Public-company CEO in digital financial content (Bankrate) and online payments; senior roles in premier media brands (U.S. News, The Atlantic, Fast Company), providing marketplace, digital, and media acumen .
- High financial literacy; board cited CEO experience and media insight in nominating Evans .
- Current public company board service at Shutterstock enhances governance perspective .
Equity Ownership
| Measure | Amount | Detail |
|---|---|---|
| Beneficial ownership (as of Apr 21, 2025 record date) | 10,139 shares; <1% of Class A | 8,795 shares held directly + 1,344 vested options; percent of class marked “*” (<1%) |
| Unvested Angi RSUs held (12/31/2024) | 278,980 units (pre-reverse split) | As disclosed in director compensation footnotes (not adjusted for 1-for-10 reverse split) |
| Vested Angi stock options (12/31/2024) | 13,446 options (pre-reverse split) | Vested options count (not adjusted for reverse split) |
| Hedging/pledging | Prohibited | Company policy prohibits all forms of hedging and pledging of Angi securities |
Insider Trades & Section 16 Compliance
- Angi disclosed certain late Form 4 filings for other directors/executives in 2024 (Kip PSU grant; Hicks Bowman RSUs; vesting events for Haas, Welch, Philips). Evans was not cited among late filers in that disclosure .
Governance Assessment
- Strengths: Independent director; chairs Compensation & Human Capital Committee; serves on Audit; strong operating and financial background; consistent meeting attendance; independent executive sessions; fully independent core committees .
- Alignment: Director pay is equity-heavy (2024 mix ~$85k cash vs ~$250k equity), encouraging ownership, with time-based RSUs and change-in-control acceleration; deferral elections available .
- Potential watch items:
- Personal beneficial ownership is small relative to outstanding shares (<1%), though equity grants and RSUs provide ongoing exposure .
- Angi does not have a lead independent director; independent sessions occur at least twice annually which partially offsets leadership concentration .
- Director equity awards are not performance-linked (time-based only), standard for directors but provides limited pay-for-performance signaling .
- Conflicts/related-party: Board affirmed independence; no independence-impairing relationships identified for Evans; related-party review policy in place via Audit Committee .