Chelsea Clinton
IACAbout Chelsea Clinton
Chelsea Clinton (age 45) has served as an independent director of IAC since September 2011. She is Vice Chair of The Clinton Foundation; Vice Chair of the Clinton Health Access Initiative (CHAI) and its Board; Co‑Founder/Partner of Metrodora Ventures; and teaches at Columbia University’s Mailman School of Public Health . The Board cites her broad public policy background and venture/PE investing experience as providing unique strategic and investment insight to IAC .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Clinton Foundation | Vice Chair | Since Mar 2013 | Focus on global/domestic health, service, next‑gen leadership |
| Clinton Health Access Initiative (CHAI) | Vice Chair; CHAI Board member | Vice Chair/Board since Jan 2022; Board member since Sep 2011 | Global health access focus |
| Columbia University Mailman School of Public Health | Faculty (teaches) | Current | Public health education |
| New York University | Assistant Vice Provost | Mar 2010 – May 2013 | Interfaith initiatives; global expansion |
| NBC News | Special Correspondent | Nov 2011 – Aug 2014 | Journalism |
| McKinsey & Company | Associate | Aug 2003 – Oct 2006 | Strategy consulting |
| Avenue Capital Group | Associate | Oct 2006 – Nov 2009 | Investment firm experience |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Expedia Group, Inc. | Director | Since Mar 2017 | Overlap with IAC ecosystem; see Interlocks/RPT section |
| Clover Health Investments, Corp. | Director | Pre‑IPO (before Jan 2021) to date | Medicare Advantage-focused insurer |
| School of American Ballet; The Africa Center; Weill Cornell Medical College; HiddenLight Productions; Columbia University Mailman School | Director/Trustee roles | Current | Non‑profit/academic boards |
Board Governance
- Independence: The Board determined Ms. Clinton is independent under Nasdaq rules .
- Committees: None (not assigned to Audit, Compensation & Human Capital, Nominating, or Executive Committees in 2024) .
- Attendance: In 2024, all incumbent directors attended at least 75% of Board/committee meetings on which they served .
- Board structure: 11 directors; 8 independent; no Lead Independent Director; independent directors meet in executive session at least twice a year .
- Governance policies: Company‑wide clawback policy for executive officers (Dodd‑Frank compliant) ; prohibitions on hedging/shorting/derivatives and pledging of IAC stock for all covered persons (including directors) .
Fixed Compensation
| Component | IAC Policy (2024) | Ms. Clinton – 2024 Actual |
|---|---|---|
| Annual cash retainer (non‑employee directors) | $50,000, paid quarterly | $50,000 total fees (of which $25,000 paid in cash; $25,000 deferred) |
| Committee membership fees | Audit: +$10,000; Compensation & Human Capital: +$5,000 (including Chairs); Chairs receive an additional $20,000 | N/A (no committee assignments) |
| Meeting fees | Not disclosed | Not disclosed |
| Expense reimbursement | Reasonable Board/committee meeting expenses reimbursed | N/A (policy) |
Performance Compensation
| Equity | Structure | Vesting/Terms |
|---|---|---|
| Annual RSU grant | $250,000 grant upon initial election and annually upon re‑election | Vests in 3 equal annual installments; unvested forfeited on service termination; full acceleration on IAC change of control |
| 2024 grant value (Ms. Clinton) | $249,982 (grant‑date fair value) | As above |
| Deferred compensation | Directors may defer Board/committee fees into share units or a cash fund (JPMorgan prime rate) with payout after service ends | Ms. Clinton deferred $25,000 of 2024 fees |
Other Directorships & Interlocks
| Counterparty | Nature | Potential Interlock/Exposure |
|---|---|---|
| Expedia Group | Ms. Clinton is a director at Expedia; IAC and Expedia maintain legacy arrangements post spin‑off including cost sharing for Barry Diller’s dual roles (IAC billed Expedia ~$500,000 in 2024) | Overlapping governance ecosystem: Barry Diller serves as Chairman & Senior Executive at both IAC and Expedia; IAC director Alexander von Furstenberg also serves on Expedia’s board . This increases related‑party exposure/board interlocks . |
| Clover Health | Ms. Clinton is a director | No related‑party transactions with IAC disclosed in 2024 proxy . |
Expertise & Qualifications
- Board rationale: Broad public policy experience, intellectual acumen, and private equity/venture capital background provide investment strategy insight relevant to IAC’s portfolio businesses .
- Sector exposure: Health and learning (Metrodora Ventures; CHAI/Clinton Foundation), digital/media exposure via prior NBC role and board service at Expedia .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership | 50,966 IAC common shares (percentage column denoted “*” in ownership table) |
| Outstanding RSUs held (12/31/2024) | 8,818 IAC RSUs (each non‑employee director other than Ms. Seferian) |
| Ownership guidelines (directors) | Expected to hold the lesser of shares equal to at least 5× annual cash retainer (value‑based) and 12,400 shares |
| Hedging/pledging | Company policy prohibits hedging, short sales, and pledging/margin use of IAC securities by covered persons |
| Alignment assessment | Share count alone (50,966) exceeds the 12,400‑share cap under the guideline framework . |
Director Compensation (2024) – Detail
| Name | Fees Paid in Cash ($) | Fees Deferred ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| Chelsea Clinton | 25,000 | 25,000 | 249,982 | 299,982 |
| Notes: RSU grant values reflect grant‑date fair value; directors may defer fees into share units or a cash fund per plan; differences among directors reflect committee roles/tenure . |
Governance Assessment
-
Strengths
- Independent status affirmed; attendance threshold met by all directors in 2024 .
- Strong ownership alignment: sizeable beneficial ownership and ongoing annual equity grants; hedging/pledging prohibited; director ownership guideline framework in place .
- Board cites her policy/VC background as additive to strategy and capital allocation discussions .
-
Considerations / RED FLAGS
- Interlocks and related‑party exposure around Expedia: Ms. Clinton (Expedia director), IAC Chair Barry Diller holds the same roles at Expedia, IAC director Alexander von Furstenberg also on Expedia board; cost‑sharing with Expedia ($500,000 billed in 2024) underscores ongoing entanglements .
- No current committee assignments at IAC, limiting direct involvement in audit, compensation, or nominating oversight functions .
-
Board context
- 8 of 11 directors are independent; no Lead Independent Director; independent executive sessions held at least twice annually .
Related Party Transactions (select items relevant to interlocks)
- Expedia Group: Post spin‑off cost‑sharing for Barry Diller’s dedicated support/resources; IAC billed Expedia approximately $500,000 in 2024 .
Notes
- All facts reflect disclosure in IAC’s 2025 Definitive Proxy Statement (DEF 14A) filed May 6, 2025. Citations provided inline.