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Christopher Halpin

Executive Vice President, Chief Operating Officer and Chief Financial Officer at IACIAC
Executive

About Christopher Halpin

Christopher Halpin (age 48) is Executive Vice President, Chief Operating Officer and Chief Financial Officer of IAC. He has served as CFO since January 2022 and added COO responsibilities in February 2023, reporting directly to Chairman and Senior Executive Barry Diller; the Board affirmed this leadership structure after the CEO transition in March 2025 . In 2024, IAC’s consolidated operating income (loss) and Adjusted EBITDA improved year-over-year despite revenue declines, and the company ended the year with ~$1.8B in cash, positioning it for growth—factors the Compensation Committee considered when determining Halpin’s bonus . His remit includes balance sheet and capital management, strategic and cost initiatives, and operational execution across IAC’s portfolio .

Past Roles

OrganizationRoleYearsStrategic Impact
National Football League (NFL)EVP & Chief Strategy & Growth OfficerDec 2018–Jan 2022Oversaw strategic growth initiatives including digital, sports betting, data/analytics, and international expansion .
National Football League (NFL)Chief Strategy OfficerMar 2017–Dec 2018Led league-wide strategy; concurrently led Consumer Products Mar 2017–Mar 2018 .
National Football League (NFL)Head of Consumer ProductsAug 2014–Mar 2018Led e-commerce and gaming, overseeing consumer products business .
National Football League (NFL)Strategy & BD for MediaJun 2013–Aug 2014Drove strategy and BD in the NFL’s media business .
Providence Equity PartnersPartner & Managing Director~13 yearsLed media, entertainment, and technology investments .
Goldman Sachs Merchant BankingAnalyst/Associate (early career)N/AEarly career in merchant banking .

External Roles

OrganizationRoleYears
Turo Inc.DirectorSince Feb 2025
Angi Inc.DirectorJun 2022–Mar 2025

Fixed Compensation

Metric202220232024
Base Salary ($)$549,231 $600,000 $600,000
Annual Bonus ($)$2,000,000 $2,500,000 $3,500,000
Stock Awards ($, grant-date fair value)$24,999,898 $7,999,959 $3,499,981
All Other Compensation ($)$10,000 $10,000 $10,000
Total Compensation ($)$27,559,129 $11,109,959 $7,609,981
Post-2024 base salary adjustmentIncreased to $750,000 in early 2025

Performance Compensation

ElementMetric(s) ConsideredWeightingTargetActual/OutcomePayoutTiming/Vesting
Annual Cash Bonus (2024)Corporate profitability (operating income & Adjusted EBITDA improvement vs 2023), strategic initiatives (DDM audience and ad sales; Angi retention/quality, sales streamlining, marketing efficiency), cash position (~$1.8B total; $416M at Angi; $250M at DDM); Halpin’s dual role and contributions to balance sheet, capital, strategic/cost/operational initiatives Discretionary (no formula) No formulaic target As described $3,500,000 Paid Feb 2025
RSU Grants (2024)Equity-based retention & alignment; award sizing considers prior unvested/vesting profiles N/AN/A67,088 RSUs granted; vests 50% on 2nd and 4th anniversaries of grant (Feb 6, 2024) $3,499,981 grant-date fair value Service-based vesting
RSU Grants (2025)Increased duties post-CEO transition; market alignment & retention N/AN/A$8.0M grant; vests 37.5% on 1st and 62.5% on 3rd anniversaries of grant (Feb 2025) $8,000,000 Service-based vesting

IAC’s program emphasizes variable cash and equity, avoids formulaic annual bonus metrics, and uses RSUs as the primary long-term incentive to reduce dilution and strengthen retention .

Equity Ownership & Alignment

ItemDetail
Beneficial ownership (common shares)65,209 shares; less than 1% of class
Unvested RSUs (Dec 31, 2024)279,652 RSUs; market/payout value $12,064,187 at $43.14 close
Options (exercisable/unexercisable)None outstanding for Halpin
2024 RSUs vested/value realized56,486 shares vested; $2,894,908 value realized upon vesting
Ownership guidelinesTarget 17,900 shares; status: met as of June 30, 2024
Hedging/pledgingProhibited for Covered Persons by Securities Trading Policy
ClawbackMandatory recovery of incentive-based compensation upon certain restatements; adopted 2023

Vesting Schedules (Selected Awards)

AwardGrant DateVesting Schedule
RSU (cliff)Jan 26, 2022174,906 RSUs vest 100% on Jan 26, 2027
RSU (installments)Feb 8, 202337,658 RSUs: 37.5% on 1st & 2nd anniversaries; 12.5% on 3rd & 4th anniversaries
RSU (installments)Feb 6, 202467,088 RSUs: 50% on 2nd anniversary; 50% on 4th anniversary
RSU (installments)Feb 2025Grant-date value $8.0M; 37.5% on 1st anniversary; 62.5% on 3rd anniversary

Employment Terms

TermProvision
Current positionsEVP, COO & CFO since Feb 2023; CFO since Jan 2022
Reporting lineReports directly to Chairman and Senior Executive Barry Diller
Severance (Qualifying Termination)Continued base salary for the “Severance Period” (subject to release and post-termination covenants and offset) and partial vesting of unvested equity equal to amounts that would have vested during the Severance Period (cliff awards pro-rated as annual schedules)
Good Reason (examples)Material base salary diminution; adverse reporting change (no longer reporting to CEO or, if no CEO, to Chairman/Senior Executive); material adverse change in title/duties/responsibilities; material relocation outside NYC metro, if not cured
Change-of-control vestingDouble-trigger: acceleration only upon involuntary termination within two years after change-of-control
Estimated payments (12/31/2024)Qualifying termination: $600,000 continued salary; $6,060,954 RSUs vest; total $6,060,954 incremental value (salary counted separately) . Qualifying termination within two years post-CoC: $600,000 salary; $12,064,187 RSUs vest; total incremental $12,664,187 .
PoliciesSecurities Trading Policy prohibits hedging and pledging; executive stock ownership and retention policy; Dodd-Frank clawback

Investment Implications

  • Compensation alignment: Significant at-risk pay via discretionary bonuses tied to profitability, strategic execution, and cash stewardship, plus multi-year RSUs with backloaded schedules; this aligns incentives with long-term value creation but reduces short-term formulaic visibility .
  • Retention risk/timing: Large cliff vest in Jan 2027 (174,906 RSUs) and substantial Feb 2028 vest from 2025 grant (62.5% of $8M value) create strong retention hooks; a change-of-control would accelerate only with a double-trigger, moderating transaction-related turnover risk .
  • Selling pressure: 2024 RSU vesting yielded 56,486 shares and ~$2.89M realized value; upcoming vesting steps in 2026–2028 could coincide with incremental liquidity events, though hedging/pledging is prohibited and ownership targets are met, reducing forced selling risk .
  • Governance and risk controls: Mandatory clawback, anti-hedging/pledging, and stock ownership policy support shareholder alignment; severance is primarily salary continuation plus pro-rata equity, with structured “good reason” protections—no tax gross-ups disclosed for Halpin .
  • Role expansion: Base salary increased to $750,000 in 2025 reflecting expanded duties post-CEO transition; RSU sizing and vesting cadence emphasize retention during leadership realignment .

Overall, Halpin’s package is retention-heavy with meaningful long-dated equity exposure and prudent change‑of‑control protections, aligning him to long-term TSR/EBITDA improvement while limiting near-term selling pressure through policy constraints .