Barry Diller
IACAbout Barry Diller
Barry Diller (age 83) is Chairman and Senior Executive of IAC, serving in this capacity since December 2010; he was previously Chairman and Chief Executive Officer from 1995 to 2010. His career spans leadership of Paramount Pictures (Chairman & CEO for ~10 years), Fox, Inc. (Chairman & CEO, created Fox Broadcasting), and QVC (Chairman & CEO), and he is Chairman and Senior Executive of Expedia Group . Under his oversight, IAC’s 2024 pay-versus-performance shows cumulative TSR of $103.48 on a $100 base (versus $125.65 in 2023); management noted 2024 consolidated operating income/Adjusted EBITDA improved even as revenue declined, and say‑on‑pay support was ~92% in 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Paramount Pictures Corporation | Chairman & CEO; later President of Entertainment & Communications Group | ~1973–1983/1993 (10 years as CEO; President role in 1983) | Led major studio; oversaw cross‑media group incl. Simon & Schuster, Madison Square Garden, SEGA |
| Fox, Inc. | Chairman & CEO | 1984–April 1992 | Created Fox Broadcasting and motion picture operations |
| QVC, Inc. | Chairman & CEO | Dec 1992–Dec 1994 | Led consumer commerce platform |
| IAC | Chairman & CEO; then Chairman & Senior Executive | Aug 1995–Nov 2010; Dec 2010–present | Long‑tenured strategic leader across spins/separations |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Expedia Group | Chairman & Senior Executive | Aug 2005–present | Oversaw executive leadership Dec 2019–Apr 2020 |
| MGM Resorts International | Director | Since Aug 2020 | Current board service |
| The Coca-Cola Company | Director | Within past five years | Prior service within last five years |
| Live Nation Entertainment | Non‑exec Chairman; Director | Aug 2008–Oct 2010; Director through Jan 2011 | Music/events platform governance |
| TripAdvisor | Chairman & Senior Executive; Director; Special Advisor | Dec 2011–Dec 2012; Director through Apr 2013; Advisor Apr 2013–Mar 2017 | Online travel |
| Philanthropy | Founder/Supporter | — | Conceived/funded Little Island; supported The High Line, MPTF, UCLA Foundation, The Shed |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $500,000 |
| Annual Bonus ($) | — | $2,100,000 | $2,100,000 |
| All Other Compensation ($) | $472,440 | $804,992 | $606,638 |
| Total ($) | $972,440 | $3,404,992 | $3,206,638 |
- 2024 perquisites included $584,791 incremental cost for personal use of corporate aircraft and $10,000 401(k) match; “miscellaneous” IT support was $11,667 .
- Diller is required to use corporate aircraft for business and personal travel for security and efficiency reasons; personal flight incremental costs are counted as compensation .
Performance Compensation
- Annual bonuses are discretionary and not formulaic; the Committee weighs consolidated profitability/Adjusted EBITDA trends and strategic milestones. For 2024, it considered improved operating income/Adjusted EBITDA, DDM audience and ad sales execution, Angi retention/efficiencies, the Angi spin‑off and CEO transition, and IAC cash position (~$1.8B cash/marketable debt securities, including Angi/DDM balances) .
- No new equity awards granted to Diller in 2024–2025 due to existing holdings; his outstanding RSUs are from November 2020, cliff-vesting Nov 5, 2025 (partial vesting upon certain terminations) .
| Equity Award Detail | Vesting | Value/Strike |
|---|---|---|
| RSUs (361,475) | Cliff vest 11/5/2025; partial vest on certain terminations | $15,594,032 market value at 12/31/2024 |
| Stock Options (exercisable 500,000) | Expired 3/29/2025 | $13.7121 strike |
| Stock Options (exercisable 500,000) | Expired 3/29/2025 | $17.1397 strike |
Equity Ownership & Alignment
| Ownership Component | Amount | Notes |
|---|---|---|
| IAC Common Stock | 6,395,366 shares (8.0% of class) | Includes direct and trust-held shares |
| IAC Class B Common Stock | 5,789,499 shares (100% of class) | Class B is 10 votes/share; held via Arrow Trust, Descendants Trusts, TALT Trust |
| Percent of Votes (All Classes) | 44.4% | Significant voting influence |
| Stock Ownership Guideline Target | 49,600 shares; Met (June 30, 2024) | Executives have 5 years to meet targets; retention holdbacks apply when below targets |
| Hedging/Pledging | Prohibited for Covered Persons | Policy bans hedging and pledging; options, short sales forbidden |
- Board noted Diller’s ability to influence stockholder votes given the Class B block consolidated among family trusts; independence designation reflects management/family ties (von Furstenberg is his stepson) .
Employment Terms
| Scenario | Incremental Value |
|---|---|
| Qualifying Termination (good reason/without cause) | $12,475,225 (80% of 2020 RSU award vesting value at $43.14) |
| Change in Control (no termination) | — (no payment; Diller’s awards not single-trigger) |
| Double-Trigger (Qualifying Termination within 2 years post-CoC) | $15,594,032 (full RSU vest acceleration) |
- Clawback policy (adopted 2023) requires recovery of erroneously awarded incentive compensation upon specified accounting restatements, irrespective of misconduct .
- Securities Trading Policy prohibits hedging/pledging and short sales; policy filed, covering directors/officers/employees and certain affiliates .
- Governance agreement: while Chairman/Senior Executive, Diller has consent rights over limited matters if leverage ≥4x EBITDA over 12 months .
- Related party arrangements with Expedia Group: shared costs (~$500k billed to Expedia in 2024), joint aircraft ownership (50/50 fixed costs; variable by usage), ~$1.2M billed to Expedia for subsidiary aircraft usage; ~$3.9M paid to joint flight crew entity .
Board Governance
- Director since August 1995; current committee: Executive Committee; management director (not independent) .
- 2024 Board meetings: 4; all directors attended ≥75% of Board/committee meetings; Executive Committee took 1 written consent in 2024 .
- Leadership structure: post‑March 31, 2025, IAC has no CEO; COO/CFO and CLO report directly to Diller; independent directors hold at least two executive sessions per year; no lead independent director .
- Committee independence: Audit and Compensation & Human Capital Committees comprised solely of independent directors .
Director Compensation (Context)
- Non‑employee director cash retainer $50k; committee fees $10k/$5k; chair fees $20k; annual RSUs ~$250k; Diller is an employee director and not covered by non‑employee arrangements .
Performance & Track Record
| Measure (Value of $100 initial investment) | 2020 | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|---|
| IAC Company TSR | $302.20 | $313.54 | $106.50 | $125.65 | $103.48 |
| Industry Peer TSR (Russell 1000 Tech) | $148.89 | $204.24 | $133.55 | $222.87 | $307.93 |
- 2024 execution highlights: DDM audience/ad sales gains and cookie‑less D/Cipher product; Angi retention and sales/marketing efficiencies; strengthened cash/marketable debt securities (~$1.8B) .
- Say‑on‑pay approval ~92% in 2024; Committee maintained program design with ongoing refinements and independent consultant Compensia (no conflicts) .
Risk Indicators & Red Flags
- Dual role (Chairman + Senior Executive) with no CEO and no lead independent director may concentrate authority; family ties on Board (stepson Alexander von Furstenberg) reduce independence .
- Significant voting control via Class B structure (44.4% combined votes) can sway outcomes on shareholder matters .
- Historical excise tax gross‑up clause exists in an older agreement but IAC does not expect it to trigger under current change‑in‑control assumptions .
- Policies mitigate alignment risks: clawback, strict trading/hedging/pledging prohibitions, ownership guidelines (Diller met target) .
Compensation Structure Analysis
- Cash vs equity mix: Diller’s compensation in 2022–2024 was predominantly cash (salary + discretionary bonus) with perquisites; no new equity grants in 2024–2025 given existing RSU/option holdings .
- Shift in company equity design: Since 2019, IAC moved from options to RSUs to reduce dilution and strengthen retention; 2020 used multi‑year cliff RSUs; 2023–2025 moved to shorter vest schedules for other NEOs; Diller’s awards remained legacy cliff RSUs .
- Performance metrics: Annual bonuses remain discretionary; company does not use formulaic financial targets for NEO pay (Item 402(v) context) .
Equity Ownership & Beneficial Holders (Detail)
| Holder | IAC Common | IAC Class B | Votes (All Classes) |
|---|---|---|---|
| Barry Diller | 6,395,366 (8.0%) | 5,789,499 (100%) | 44.4% |
| Diane von Furstenberg (spouse, Descendants Trust voting) | 136,711 | 4,786,847 (82.7%) | 36.4% |
| Alexander von Furstenberg (stepson, TALT Trust) | 81,348 common; 573,539 Class B (9.9%) | 573,539 | 4.4% |
- Structure: Arrow Trust, Descendants Trusts (spouse voting power), and TALT Trust (stepson as investment advisor) collectively hold Class B shares convertible 1:1 into common; Diller retains investment rights on some trusts (subject to limitations on voting) .
Employment & Contracts (Selected Terms)
- Governance consent rights tied to leverage threshold (debt/EBITDA ≥4x) while serving as Chairman/Senior Executive .
- Travel policy mandates corporate aircraft use for Diller; cost sharing with Expedia on certain support staff/equipment; joint aircraft ownership/operations .
Investment Implications
- Alignment: Large long‑dated RSU cliff vest in Nov 2025 and substantial voting control (Class B) align Diller with longer‑term enterprise value creation; hedging/pledging bans and met ownership targets support alignment .
- Retention/overhang: With no new awards in 2024–2025 and a single cliff RSU vest, near‑term selling pressure appears limited for Diller specifically; however, option expirations in March 2025 reduced potential exercise activity .
- Governance risk: Concentrated authority (Chairman + Senior Executive, no CEO, no lead independent director) and family ties on Board elevate independence concerns; investors should monitor committee oversight effectiveness and say‑on‑pay trends .
- Performance linkage: Discretionary bonus framework emphasizes qualitative strategic outcomes and consolidated profitability rather than strict metrics, which can reduce pay‑for‑performance transparency; monitor Adjusted EBITDA trajectory, DDM digital execution, Angi retention/efficiencies post spin‑off .
- Related‑party optics: Ongoing interlocks with Expedia (cost sharing, aircraft) are disclosed with arms‑length rationales; amounts are modest relative to IAC scale but warrant continued oversight .