Kendall Handler
IACAbout Kendall Handler
Kendall Handler, age 40, is Executive Vice President, Chief Legal Officer and Secretary of IAC, serving as EVP since January 2022 after serving as SVP & General Counsel from January–December 2021; she joined IAC in 2017 focusing on M&A and previously spent over six years as an associate at Wachtell, Lipton, Rosen & Katz advising on M&A, corporate governance and general corporate matters . Following the March 2025 CEO transition, Handler reports directly to Chairman and Senior Executive Barry Diller, alongside the COO/CFO, reflecting her central role in legal, human capital, regulatory and compliance oversight . Company pay-versus-performance disclosures show IAC’s 2024 company TSR value of $103.48 vs peer group $307.93 and GAAP net loss of $(539,897,000), underscoring a challenging performance environment during her tenure; IAC also notes its executive pay does not use GAAP net earnings as a compensation metric .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IAC | SVP & General Counsel | Jan 2021–Dec 2021 | Led legal function; continuity into EVP role |
| IAC | EVP, Chief Legal Officer & Secretary | Jan 2022–present | Oversees legal, HR, regulatory/compliance; direct report to Chairman |
| IAC | M&A Counsel / VP, M&A Counsel | Over 3 years (2017–pre-2021) | Oversaw all legal aspects of IAC’s M&A activity |
| Wachtell, Lipton, Rosen & Katz | Associate | Over 6 years (dates not disclosed) | Advised on M&A, corporate governance, general corporate matters |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Angi Inc. | Director | Dec 2020–Mar 2025 | Subsidiary/affiliate oversight; IAC portfolio linkage |
| Vimeo, Inc. | Director | May 2021–Jun 2023 | Spin-related governance; industry connectivity |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $500,000 | $500,000 | $500,000 |
| Annual Bonus ($) | $1,300,000 | $1,600,000 | $2,000,000 |
| All Other Compensation ($) | $30,000 | $10,000 | $10,000 |
| Total ($) | $1,830,000 | $4,609,994 | $5,009,986 |
Bonus decision factors for 2024 included her overall leadership and ongoing oversight of legal, human resources, regulatory and compliance, and contributions to strategic and operational initiatives (discretionary, no formulaic weights) .
Performance Compensation
Equity Awards (RSUs)
| Grant Date | Type | Shares/Value | Vesting | Notes |
|---|---|---|---|---|
| Feb 6, 2024 | RSUs | 47,920 units; $2,499,986 grant-date fair value | 33% on 2nd, 3rd, 4th anniversaries of grant (2026, 2027, 2028), subject to continued service; partial vesting on certain terminations | Award backloaded vs prior cliff grants to manage vesting profile |
| Feb 2025 | RSUs | $4.5 million grant-date value | Three equal annual installments on each anniversary of grant, subject to continued service | Committee cited expanded scope post-CEO transition and retention needs |
2024 Cash Bonus Structure (Discretionary)
| Metric | Weighting | Target | Actual | Payout Mechanics |
|---|---|---|---|---|
| Annual corporate/strategic objectives; individual contributions | No fixed weighting (Committee discretion) | Not disclosed | Not disclosed | Committee sets bonus amounts based on overall assessment; 2024 paid in Feb 2025 |
Option Awards and Vesting Activity
- 2024 vesting activity: 11,768 shares acquired upon RSU vesting; value realized $603,110 (pre-tax), indicating upcoming net-share retention under ownership policy if below target .
- No new IAC option grants disclosed for Handler in 2022–2024; legacy options remain outstanding (see Equity Ownership & Alignment) .
Equity Ownership & Alignment
Beneficial Ownership
| Holder | Common Shares Owned | % of Class |
|---|---|---|
| Kendall Handler | 30,908 | <1% (star indicated in filing) |
Outstanding Equity and Options (as of Dec 31, 2024)
| Instrument | Quantity | Terms |
|---|---|---|
| Unvested IAC RSUs | 171,127 units; $7,382,419 market value at $43.14 | |
| IAC Stock Options | 3,750 exercisable at $15.0437; expire 3/29/2027 | |
| Vimeo Stock Options | 6,088 exercisable at $4.6614; expire 3/29/2027 | |
| Match Group Stock Options | 8,094 exercisable at $23.8088; expire 3/29/2027 |
Upcoming Vesting Schedules (key dates)
- 27,752 IAC RSUs cliff vested on Feb 15, 2025 .
- 60,151 IAC RSUs cliff vest on Nov 30, 2025 .
- 35,304 IAC RSUs vest 25%, 50%, 25% on the 1st, 3rd, and 4th anniversaries of Feb 8, 2023 (i.e., 2024, 2026, 2027) .
- 47,920 IAC RSUs vest in equal installments on the 2nd, 3rd, 4th anniversaries of Feb 6, 2024 (i.e., 2026, 2027, 2028) .
Stock Ownership Guidelines and Compliance
| Executive | Current Stock Target (shares) | Status at 6/30/2024 | Retention Requirement |
|---|---|---|---|
| Kendall Handler | 17,900 | Not met; subject to holdback | Must retain 25% of net shares from vesting/exercise until target is met; expected to meet by 6/30/2025 assuming continued compliance |
- Hedging and pledging prohibited for all Covered Persons (no monetization transactions; no pledges or margin accounts permitted) .
- Company-wide clawback policy (SEC-compliant) mandates recovery of erroneously awarded incentive-based compensation upon certain restatements, irrespective of misconduct .
Employment Terms
Severance and Change-of-Control (COC) Economics
| Scenario (as of 12/31/2024) | Cash Salary Continuation | Equity Vesting Treatment | Options Treatment | Total Estimated Incremental Value |
|---|---|---|---|---|
| Qualifying Termination (without cause/for good reason) | $500,000 | Partial vesting equal to awards scheduled during Severance Period; RSUs value $4,816,624 at $43.14 | Continue ability to exercise vested IAC and Vimeo options through 6/30/2026 | $5,316,624 |
| COC (double-trigger): Qualifying Termination within 2 years after COC | $500,000 | Full acceleration of all unvested RSUs; RSUs value $7,382,419 at $43.14 | Plan-level double-trigger applies; acceleration concurrent with termination | $7,882,419 |
- IAC equity awards feature double-trigger COC protection; acceleration occurs only upon involuntary termination during the two-year post-COC period, supporting retention through transactions .
- IAC generally provides salary continuation and equity vesting acceleration upon involuntary termination; voluntary resignations do not accelerate equity .
Performance & Track Record
- 2024 pay-versus-performance: company TSR value $103.48 vs peer group $307.93; GAAP net loss $(539,897,000) indicating underperformance vs peers; average compensation actually paid to non-CEO NEOs was $1,948,047, with IAC noting GAAP net earnings are not a compensation measure in its program .
- Bonus rationale highlights Handler’s leadership and contributions to strategic/operational initiatives alongside oversight of legal, HR, regulatory/compliance .
Governance and Insider Activity Signals
- Corporate Secretary role; signs proxy and 8-K filings on behalf of the company, indicating central governance responsibility .
- 2024 vesting activity shows realized value from RSU vesting ($603,110), with ownership policy holdbacks minimizing immediate selling pressure until guideline compliance is achieved .
- No hedging or pledging permitted under IAC’s policy, reducing alignment risks from collateralization or monetization; clawback policy strengthens pay integrity .
Investment Implications
- Retention risk appears mitigated by February 2025 RSU grant ($4.5M, 3-year installments) and significant scheduled vesting in 2025 (notably 60,151-share cliff in November), aligning incentives but creating potential trading-window supply near vest dates; ownership holdback requirements dampen near-term selling pressure .
- Alignment is supported by stock ownership guidelines (17,900-share target; expected compliance by June 2025) and strict prohibitions on hedging/pledging; double-trigger COC terms incentivize stability through strategic transactions .
- Program is discretionary rather than formulaic; absence of explicit revenue/EBITDA targets reduces pay-for-performance transparency, but Committee cites expanded responsibilities post-CEO transition in sizing awards and bonuses—watch for continued equity-heavy mix and bonus discretion amid IAC’s underperformance vs peer TSR in 2024 .