David Rosenblatt
IACAbout David Rosenblatt
David Rosenblatt (age 57) is an independent director of IAC, serving since December 2008. He is Chief Executive Officer of 1stdibs.com, Inc., and previously led DoubleClick (CEO 2005–2008) and Google’s Global Display Advertising after DoubleClick’s acquisition (Oct 2008–May 2009), giving him deep expertise in online advertising and e-commerce strategy .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| 1stdibs.com, Inc. | Chief Executive Officer | Since Nov 2011 | Leads online design marketplace; e-commerce strategy |
| Google, Inc. | President, Global Display Advertising | Oct 2008–May 2009 | Oversight of display ad business post-DoubleClick acquisition |
| DoubleClick, Inc. | Chief Executive Officer | Jul 2005–Mar 2008 | Led digital marketing tech; industry expertise |
| DoubleClick, Inc. | President | 2000–Jul 2005 | Key operating leadership |
External Roles
| Company | Role | Tenure | Notes |
|---|---|---|---|
| 1stdibs.com, Inc. | Director | Current | Marketplace for design |
| Etsy, Inc. | Director | Current | Online marketplace; potential ecosystem adjacency |
| Twitter, Inc. | Director | Past 5 years (prior) | Social media platform |
| Farfetch UK Limited | Director | Past 5 years (prior) | Luxury fashion marketplace |
Board Governance
- Independence: The Board determined Rosenblatt satisfies Nasdaq independence standards; Audit and Compensation committee members meet enhanced independence requirements .
- Committee assignments (2024 activity): Chair, Compensation and Human Capital Committee; not on Audit or Nominating; committee meetings in 2024—Audit: 8, Compensation & Human Capital: 5, Nominating: 0; Board met 4 times; all directors attended ≥75% of Board/committee meetings .
- Compensation & Human Capital Committee composition: David Rosenblatt (Chair) and Richard F. Zannino; committee report included in proxy .
- Executive sessions: Independent directors meet at least twice a year without management; no lead independent director .
- Clawback, stock ownership, hedging/pledging: IAC adopted a Dodd-Frank-compliant clawback (2023); directors must hold the lesser of 5× annual cash retainer or 12,400 shares; hedging and pledging of IAC stock by Covered Persons (including directors) are prohibited .
Fixed Compensation
| Component | Amount (USD) | Basis/Notes |
|---|---|---|
| Annual director cash retainer | $50,000 | Standard non-employee director retainer; paid quarterly |
| Compensation & Human Capital Committee member retainer | $5,000 | Committee membership fee |
| Compensation & Human Capital Committee Chair retainer | $20,000 | Additional Chair fee |
| 2024 Cash fees earned (Rosenblatt) | $75,000 | Sum of retainer + committee + chair roles |
Performance Compensation
| Equity Award | Grant Basis | Grant-Date Fair Value (USD) | Vesting | Change-of-Control | Notes |
|---|---|---|---|---|---|
| Annual RSU grant (non-employee directors) | Upon initial election and annually upon re-election | $249,982 (Rosenblatt 2024) | 3 equal installments commencing on anniversary of grant | Full acceleration upon change in control | Unvested units cancel upon termination of service |
IAC grants time-based RSUs to directors; no formulaic performance metrics are used for director equity (alignment via ownership and vesting) .
Other Directorships & Interlocks
| Board | Potential Interlock/Conflict | Commentary |
|---|---|---|
| Etsy, Inc. (current) | Marketplace adjacency | No related-party transactions disclosed between IAC and Etsy; monitor for ecosystem overlaps . |
| 1stdibs.com (current) | Marketplace adjacency | No related-party transactions disclosed with IAC . |
| Twitter (prior 5 years) | Social platform | No IAC related-party ties disclosed . |
| Farfetch UK Limited (prior 5 years) | Luxury marketplace | No IAC related-party ties disclosed . |
Expertise & Qualifications
- Digital advertising and marketing technology (DoubleClick; Google) .
- E-commerce operations and marketplace leadership (1stdibs; Etsy board) .
- Strategic leadership; board-level compensation oversight (Compensation & Human Capital Chair) .
Equity Ownership
| Holder | Shares/Units | Detail |
|---|---|---|
| David Rosenblatt | 58,891 | 54,820 common shares held directly; plus 4,071 common shares to be received upon RSU vesting within 60 days, subject to continued service . |
| Hedging/Pledging | Prohibited | Directors may not hedge or pledge IAC securities under the Securities Trading Policy . |
| Ownership Guidelines | 5× cash retainer or 12,400 shares | Non-employee director guideline; individual compliance for directors not itemized in proxy . |
Compensation Committee Analysis
- Membership: Rosenblatt (Chair), Zannino .
- Consultant: Compensia provides market assessments and best practices; Committee determined no conflicts of interest with the consultant .
- Program structure: Emphasis on variable, discretionary annual bonuses and multi-year RSUs for executives; directors receive time-based RSUs; stock ownership and clawback policies in effect .
Governance Assessment
- Strengths: Independent director; chairs key committee overseeing executive pay; strong attendance; robust anti-hedging/pledging and clawback policies; director ownership guidelines .
- Shareholder signals: Say-on-pay support ~92% at the 2024 annual meeting, indicating investor alignment with compensation practices .
- Potential red flags and monitoring items:
- IAC’s voting control concentrated with Barry Diller and family via Class B stock; independence of board oversight is structurally constrained at the stockholder level .
- Family relationship on Board (Alexander von Furstenberg, stepson of Barry Diller) is disclosed; not independent .
- No related-party transactions involving Rosenblatt disclosed; continue to monitor any interactions with companies where he serves as director (Etsy, 1stdibs) .
Attendance and independence: All directors met ≥75% attendance in 2024; Rosenblatt is independent and led the Compensation Committee during the year .
Director compensation alignment: Mix of modest cash retainers and time-based RSUs with change-of-control acceleration; annual grants promote alignment without performance metrics; ownership guideline further supports alignment .
Shareholder support: High say-on-pay approval (92%) supports confidence in oversight of executive pay; Rosenblatt’s role as Chair is a positive signal .
Related Party Transactions (Conflict Review)
- No related-party transactions tied to Rosenblatt disclosed in 2024–2025 proxies. Related-party sections discuss Expedia/Vimeo arrangements and Mr. Levin’s transition, but no items involve Rosenblatt .
Director Compensation (2024 Detail)
| Metric | Amount |
|---|---|
| Cash fees (2024) | $75,000 (retainer + committee + chair) |
| RSU grant (2024) | $249,982 grant-date fair value |
| RSU vesting terms | 3 equal annual installments; accelerate on change of control |
Signals & Shareholder Feedback
- Say-on-pay approval: ~92% support at 2024 annual meeting; Committee considered results and continued program structure .
Attendance & Engagement
- 2024 Board: 4 meetings; Compensation Committee: 5 meetings; all directors attended ≥75% of meetings of Board and committees served .
Overall: Rosenblatt’s independent status, chair role on Compensation & Human Capital, and industry expertise support board effectiveness. Structural voting control by Class B holders is a governance constraint but not specific to Rosenblatt’s independence. No conflicts or related-party exposures for Rosenblatt are disclosed; compensation and ownership frameworks align director incentives with shareholders .