Bryan Lourd
IACAbout Bryan Lourd
Bryan Lourd (age 64) is an independent director of IAC, serving since April 2005. He is Partner, Co‑Chairman and Chief Executive Officer of Creative Artists Agency (CAA) and holds a degree from the University of Southern California. At IAC, Lourd serves on the Audit Committee; his background provides specialized expertise in entertainment industry strategy and marketing .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Creative Artists Agency (CAA) | Partner, Co‑Chairman & CEO | Since Oct 1995 | Specialized experience in entertainment industry, business strategy, leadership, marketing |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Lincoln Center for the Performing Arts | Director | Not disclosed | Non‑profit cultural governance experience |
Board Governance
- Independence: The Board determined Lourd satisfies Nasdaq director independence standards; Audit and Compensation committees are composed solely of independent directors .
- Committee assignments: Audit Committee member; 2024 members were Alan G. Spoon (Chair), Bryan Lourd, Richard Zannino .
- Attendance and engagement: In 2024, the Board met 4 times; all directors attended at least 75% of Board and committee meetings on which they served. Audit Committee held 8 meetings in 2024 .
- Executive sessions: Independent directors meet in executive session at least twice annually; the Board does not have a lead independent director .
- Risk oversight: Audit Committee assists with financial reporting, internal control, and cybersecurity risk oversight; management’s enterprise risk assessments are reviewed semi‑annually by Audit and at least annually by the Board .
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard for non‑employee directors |
| Audit Committee membership retainer | $10,000 | Standard member retainer (chair adds $20,000) |
| Fees deferred (share units) | $60,000 | Lourd deferred all applicable fees into share units |
| RSU grant (annual director equity) | $249,992 | Grants at re‑election; fair value equals closing price × units; vests in three equal annual installments |
Performance Compensation
| Equity Award Feature | Details |
|---|---|
| Annual director RSUs (2024 grant) | $249,992 fair value; vests 1/3 annually; forfeiture if service ends; full acceleration upon change in control |
| Outstanding RSUs (12/31/2024) | 8,818 RSUs held by Lourd |
| Near‑term vesting | 4,071 shares to vest within next 60 days (subject to continued service) |
IAC’s director equity awards are time‑based; no performance metrics or formulaic targets apply to director pay. The Deferred Compensation Plan allows fee deferrals into share units or a cash fund; Lourd elected to defer fees into share units in 2024 .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Interlocks/Notes |
|---|---|---|---|
| None disclosed | — | — | No other public company directorships disclosed for Lourd in IAC’s proxy |
| Compensation Committee interlocks | — | — | Compensation Committee comprised Rosenblatt (Chair) and Zannino in 2024; Lourd not a member |
Expertise & Qualifications
- Entertainment/media strategy and marketing leadership from CAA, bringing industry network and market insight relevant to IAC’s portfolio .
- Audit Committee experience supporting financial reporting and risk oversight (not designated as the committee’s “financial expert,” which the Board attributed to Alan G. Spoon) .
- Non‑profit governance experience via Lincoln Center .
Equity Ownership
| Category | Shares | % of Class | Notes |
|---|---|---|---|
| Common stock (direct) | 41,230 | * | Direct holdings |
| RSUs vesting within 60 days | 4,071 | * | Subject to continued service |
| Total beneficial ownership | 45,301 | * | Footnote indicates less than 1% |
Alignment policies: IAC’s stock ownership policy expects non‑employee directors to hold the lesser of shares valued at ≥5× annual cash retainer and 12,400 shares; securities trading policy prohibits hedging and pledging by directors .
Governance Assessment
- Strengths:
- Long tenure (director since 2005) provides deep institutional knowledge; independence affirmed under Nasdaq rules .
- Audit Committee membership enhances board effectiveness on financial reporting and cybersecurity oversight .
- Alignment signals: deferral of cash fees into share units and standard annual RSU grants; explicit prohibition on hedging/pledging .
- Attendance threshold met (≥75% of meetings for all directors), with active committee schedule (Audit met 8 times in 2024) .
- Potential conflicts and RED FLAGS:
- External executive role at CAA could create perceived industry interlocks; however, IAC’s 2025 proxy discloses no related‑party transactions involving Lourd or CAA in 2024 (Audit Committee oversees related‑party reviews) .
- Board lacks a lead independent director; combined Chair/Senior Executive role with concentrated Class B voting power could dilute independent oversight—context for Audit Committee rigor and independent sessions .
Related‑party transaction oversight: The Audit Committee applies a formal policy (Item 404 framework) to review any proposed transactions with related persons, considering arm’s‑length terms, materiality, and qualitative factors; no CAA transactions are disclosed for 2024 .