Alan G. Spoon
IACAbout Alan G. Spoon
Alan G. Spoon (age 73) is an independent director of IAC, serving since February 2003 and currently chairing the Audit Committee; the Board has designated him an “audit committee financial expert.” His background includes leadership in private equity/venture investing (Polaris Partners) and senior operating roles at The Washington Post Company, including President and COO; the Board cites his audit committee experience and risk oversight expertise, as well as technology and acquisition strategy insights from engagement with the MIT Corporation and related advisory boards .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Polaris Partners | Managing General Partner | 2000–2010 | Led venture investments; private equity oversight |
| Polaris Partners | General Partner; Partner Emeritus | 2011–2018 | Continued investment/risk oversight |
| The Washington Post Company (now Graham Holdings) | COO; Director | Mar 1991–May 2000 | Corporate operations and governance |
| The Washington Post Company | President | Sep 1993–May 2000 | Strategy and leadership |
| Newsweek | President | Sep 1989–May 1991 | Media operations leadership |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Danaher Corporation | Director | Since Jul 1999 | Industrial/tech portfolio oversight |
| Match Group | Director | Nov 2015–Jun 2025 | Online marketplaces; IAC spin-related interlock |
| Fortive Corporation | Chairman; Director | Chairman Jul 2016–Dec 2025; Director through Jun 2025 | Professional/engineered products governance |
| Cable One, Inc. | Director (past 5 years) | Prior service | Broadband communications oversight |
| Smithsonian Institution | Board of Regents (former Vice Chair) | Prior service | Non-profit governance |
| MIT Corporation | Member; Risk & Audit Committee | Current; previously Executive Committee and Chair of Risk & Audit until 2024 | Risk, audit, tech/AI advisory |
| MIT College of Computing & AI | Advisory Board Member | Current | Technology insight |
| Axim Collaborative Foundation | Director | Current | Education access/impact |
Board Governance
- Independence: The Board affirmed Spoon’s independence; he meets Nasdaq requirements and serves on committees comprising only independent directors .
- Committee roles: Audit Committee Chair; members included Spoon (Chair), Bryan Lourd, and Richard Zannino; the Audit Committee met 8 times in 2024 .
- Attendance: All incumbent directors attended at least 75% of Board and committee meetings in 2024 .
- Executive sessions and leadership: Independent directors meet in executive session at least twice annually; the Board does not have a lead independent director .
- Risk oversight: As Audit Chair and designated “audit committee financial expert,” Spoon oversees financial reporting, internal controls, cybersecurity risk, auditor independence, and compliance .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual cash retainer | 50,000 | Standard non-employee director retainer |
| Audit Committee membership fee | 10,000 | Committee member retainer |
| Audit Committee chair fee | 20,000 | Chair premium |
| Total cash fees | 80,000 | As reported for Spoon |
| RSU grant (grant-date fair value) | 249,982 | Annual director RSUs; $250k policy; service-based vesting |
| Total | 329,982 | Cash + equity (grant-date value) |
- Deferred compensation: Spoon did not defer fees in 2024 (Fees Deferred $0) .
- Director compensation structure: RSUs granted at initial election and annually upon re-election; vest over three equal annual installments; unvested units fully accelerate upon a change in control .
Performance Compensation
| Item | Detail |
|---|---|
| Performance metrics tied to director pay | None; director equity is service-based RSUs, not performance-conditioned |
| 2024 RSU grant terms | Annual $250k value RSUs, vesting in three equal annual installments |
| Change-of-control treatment | Full acceleration of all unvested director RSUs upon change in control |
Other Directorships & Interlocks
| Company | Shared Connections/Notes | Potential Interlock Considerations |
|---|---|---|
| Match Group | Spoon served on Match Group’s board while also an IAC director; Match was historically part of IAC’s portfolio | Related-party adjacency but no related-party transactions disclosed involving Spoon; standard governance separation post-spin |
| Fortive, Danaher | No apparent customer/supplier conflicts with IAC’s portfolio | General industrial exposure; complementary governance expertise |
Expertise & Qualifications
- Audit committee financial expert designation; deep experience in financial reporting, internal control, and auditor oversight .
- Private equity and venture investing background (Polaris), adding acquisition strategy, financing, and risk management perspectives .
- Technology/AI oversight via MIT College of Computing & AI advisory board; governance experience through MIT Corporation risk/audit roles .
- Senior operating experience in media (Washington Post/Newsweek), relevant to IAC’s content and digital businesses .
Equity Ownership
| Ownership Item | Amount | Notes |
|---|---|---|
| Beneficial ownership (IAC common) | 120,753 shares | Includes 101,682 directly, 15,000 via family LLC (beneficial ownership disclaimed except pecuniary interest), plus 4,071 shares vesting within 60 days |
| RSUs held (as of 12/31/24) | 8,818 units | Outstanding unvested director RSUs |
| Ownership guideline | Lesser of 5x annual cash retainer value and 12,400 shares | Applicable to non-employee directors; promotes alignment |
| Hedging/pledging | Prohibited for directors under IAC’s Securities Trading Policy | No hedging or pledging of IAC stock allowed |
Governance Assessment
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Strengths:
- Audit Committee leadership with “financial expert” status; active committee cadence (8 meetings in 2024) supports robust oversight of financial integrity and cybersecurity risks .
- Clear independence and consistent attendance; equity grants with service-based vesting align interests without encouraging excessive risk .
- Strong stock ownership posture relative to guidelines; company-wide prohibition on hedging/pledging reduces alignment risk .
- Shareholder support context: 2024 say-on-pay support ~92%, indicating broader investor confidence in compensation governance (contextual to exec pay) .
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Potential watch items:
- Multiple external public company roles (Danaher, Fortive, Match Group) require continued monitoring for time commitments and any evolving interlocks, though no Spoon-related party transactions are disclosed .
- IAC’s Board lacks a lead independent director; effectiveness relies on committee chairs and executive sessions for independent oversight .
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Red flags: None disclosed specific to Spoon (no related-party transactions, hedging/pledging, or attendance shortfalls) .