Bonnie S. Hammer
IACAbout Bonnie S. Hammer
Bonnie S. Hammer (age 74) has served on IAC’s Board since September 2014 and is currently an independent director on the Nominating Committee. She is the former Vice Chairman of NBCUniversal, previously leading NBCU Content Studios and NBCU’s Direct-to-Consumer and Digital Enterprises, where she led the development of Peacock; earlier she chaired NBCU Cable Entertainment and previously served as President of Syfy and held senior roles at USA Network and Lifetime. Her background brings deep media, content, DTC/streaming, and brand leadership expertise to IAC’s boardroom .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| NBCUniversal | Vice Chairman | Sep 2020 – Dec 2024 | Senior strategic leadership across NBCU, advising across portfolios |
| NBCUniversal Content Studios | Chairman | From Oct 2019 | Oversaw Universal Television, UCP, NBCU International Studios |
| NBCUniversal Direct to Consumer & Digital Enterprises | Chairman | Jan 2019 – Oct 2019 | Led development of Peacock streaming service |
| NBCUniversal Cable Entertainment | Chairman | Feb 2013 – Jan 2019 | Executive oversight of USA, Syfy, E!, Bravo, Oxygen, Universal Kids; UCP; Wilshire Studios |
| NBCUniversal Cable Entertainment & Cable Studios | Chairman | From Nov 2010 | Oversight of cable brands and studios |
| Syfy | President | 2001 – 2004 | Network leadership |
| USA Network & Syfy | Senior executive roles | 1989 – 2000 | Content and network operations |
| Lifetime Television Network | Original programming executive | 1987 – 1989 | Programming leadership |
External Roles
| Organization | Role | Tenure/Status |
|---|---|---|
| eBay, Inc. | Director | Served during past five years (prior service) |
| Participant Media, LLC (private) | Director | Mar 2022 – Apr 2024 |
| American Film Institute | Board of Trustees | Current |
| Boston University College of Communication | Strategic planning committee; honorary doctorate (2017) | Current |
Board Governance
- Independence: The Board determined Ms. Hammer satisfies Nasdaq director independence requirements; Audit and Compensation & Human Capital committees are fully independent .
- Committee assignments: Nominating Committee member; Nominating will be renamed Nominating & Corporate Governance following the 2025 Annual Meeting .
- Attendance: In 2024 the Board met 4 times and all incumbent directors attended at least 75% of Board and committee meetings on which they served. Committee activity in 2024: Audit (8 meetings), Compensation & Human Capital (5 meetings), Nominating (0 meetings; 1 written consent) .
- Board structure and engagement: 11 current directors; 8 independent of 9 non-management directors; independent directors meet in executive session at least twice a year; no lead independent director .
- Risk oversight: Audit oversees financial/cyber risks; Compensation & Human Capital oversees compensation and workplace conduct risks; Board conducts periodic risk reviews .
Fixed Compensation (Director)
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non-employee director retainer |
| Committee membership fees | $0 | Only Audit ($10k) and Compensation & Human Capital ($5k) have member fees; she served on Nominating |
| Committee chair fees | $0 | Not applicable |
- 2024 total director fees for Ms. Hammer: $50,000 cash .
Performance Compensation (Director)
| Equity Type | Grant Value | Vesting | Other Terms |
|---|---|---|---|
| RSUs (annual director grant) | $249,982 | Vests in 3 equal annual installments starting on grant anniversary | Full acceleration upon change in control; forfeiture if service ends before vesting |
- RSUs held as of 12/31/2024: 8,818 IAC RSUs (aggregate outstanding) .
- IAC does not disclose performance metrics for director equity; awards are time-based RSUs (no performance-vesting) .
Other Directorships & Interlocks
| Company | Role | Interlock/Conflict Notes |
|---|---|---|
| eBay, Inc. | Former Director (past five years) | No IAC-related interlock disclosed |
No related-person transactions involving Ms. Hammer were disclosed; IAC’s related-party section details arrangements involving other parties (e.g., Barry Diller, Expedia Group, Vimeo), and all related-person transactions are reviewed under a formal Audit Committee policy .
Expertise & Qualifications
- Media and entertainment operating leadership (network programming, studios, cable brands) and DTC/streaming (led Peacock) .
- Strategic and brand-building experience with high financial literacy; Board cited her seasoned insight into media, pay TV programming/production, and multiplatform branding as rationale for her nomination .
Equity Ownership
| Holder | Shares Beneficially Owned | % of Class | Breakdown/Notes |
|---|---|---|---|
| Bonnie S. Hammer | 33,849 | <1% | 29,778 shares held directly; plus 4,071 shares underlying RSUs vesting within 60 days included in beneficial ownership . |
Alignment policies and risk controls:
- Director stock ownership guideline: Expected to hold the lesser of a number of shares equal in value to 5x annual cash retainer (rounded down to nearest 100 shares) or 12,400 shares. With 33,849 shares reported, Ms. Hammer exceeds the 12,400-share threshold, indicating strong alignment with the guideline framework .
- Prohibitions: Hedging and pledging of IAC securities are prohibited for directors and other covered persons, reinforcing alignment and risk controls .
Governance Assessment
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Strengths
- Independent director with deep operating expertise in media/content and DTC/streaming; brings strategic and financial literacy valued by the Board .
- Solid engagement profile: Board reports all directors met at least the 75% attendance threshold; independent executive sessions held regularly .
- Pay mix skewed to equity via time-based RSUs; combined with ownership guidelines and anti-hedging/pledging policy, this supports alignment with shareholders .
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Watch items / context for investors
- Nominating Committee (her assignment) had no meetings in 2024 (1 written consent), so direct committee workload was limited last year .
- IAC’s voting power is highly concentrated via Class B shares controlled by Barry Diller and related trusts (≈44.4% of total voting power), which can limit minority investor influence despite a majority-independent board; this is an overall governance context rather than Hammer-specific .
- Say-on-pay support remained strong at ~92% in 2024, a positive governance signal, though oriented to executive pay rather than directors .
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Conflicts and related-party risk
- No related-person transactions were disclosed for Ms. Hammer; IAC maintains a formal policy for Audit Committee review of such transactions .