Maria Seferian
IACAbout Maria Seferian
Maria Seferian, age 52, is an independent director of IAC, serving since December 2023. She is President and Chief Legal Officer of Hillspire, LLC (General Counsel since 2014), previously a partner at Munger, Tolles & Olson specializing in M&A, joint ventures, capital markets and corporate transactions; she also served as Interim Director and CEO of the Museum of Contemporary Art (MOCA) in Los Angeles in 2013–2014. She is Executive Vice Chair of Relativity Space and holds a BA and MA from the University of Illinois at Urbana-Champaign and a J.D. with honors from Harvard Law School; she clerked for Justice James L. Oakes (U.S. Court of Appeals for the Second Circuit) . The IAC Board explicitly determined she meets Nasdaq independence requirements .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Munger, Tolles & Olson, LLP | Corporate/M&A lawyer; most recently Partner | 2001–2014 | Specialized in M&A, JVs, capital markets; represented private and public clients across diverse industries |
| MOCA (Museum of Contemporary Art, Los Angeles) | Interim Director and Chief Executive Officer | 2013–2014 | Led financial turnaround securing long-term stability |
| U.S. Court of Appeals (Second Circuit) | Judicial Clerk to Justice James L. Oakes | Post-law school, pre-private practice (year not specified) | Federal appellate clerkship |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Hillspire, LLC | President & Chief Legal Officer; General Counsel since 2014 | 2014–present | Integrated single-family investment and management firm |
| Relativity Space | Executive Vice Chair | Current | Aerospace manufacturing and launch services company |
| Museum of Contemporary Art (MOCA) | Chairperson of the Board of Trustees | Current | Non-profit governance role |
| Schmidt Family Foundation | Director | Current | Non-profit governance role |
Board Governance
- Independence: The Board determined Seferian satisfies Nasdaq director independence requirements; Audit and Compensation and Human Capital Committee members also meet heightened independence standards .
- Committees: None in 2024 (not a member of Audit, Compensation and Human Capital, Nominating, or Executive Committees) .
- Attendance: In 2024 the Board met 4 times and acted by written consent once; all incumbent directors attended at least 75% of Board and applicable committee meetings .
- Committee landscape: Audit (8 meetings), Compensation & Human Capital (5 meetings); Nominating and Executive Committees met by consent only in 2024 .
Fixed Compensation
| Year | Fees Paid in Cash ($) | Fees Deferred ($) | Stock Awards ($) | Total ($) |
|---|---|---|---|---|
| 2024 | 50,000 | — | 249,982 | 299,982 |
- Program design (non-employee directors): Annual cash retainer $50,000; Audit Committee member $10,000 and Chair +$20,000; Compensation & Human Capital Committee member $5,000 and Chair +$20,000; paid quarterly in arrears .
- Deferred Compensation Plan: Directors may defer fees into share units or cash fund (JPMorgan prime rate), paid post-Board service; dividend equivalents on share units .
Performance Compensation
| Award Type | Grant Value ($) | Vesting Schedule | Termination Treatment | Change-of-Control Treatment |
|---|---|---|---|---|
| RSUs (initial and annual) | 250,000 per grant | Time-based; three equal installments commencing on anniversary of grant date | Unvested units canceled/forfeited upon termination of service | Full acceleration of all units |
- No performance metrics disclosed for director equity; RSUs are time-based vesting and not tied to financial/ESG targets .
Other Directorships & Interlocks
- Public company boards: None disclosed for Seferian; her external roles include Hillspire (family office), Relativity Space (private), MOCA (non-profit), and Schmidt Family Foundation (non-profit) .
- Related-party/transactions: Proxy discloses related-party frameworks (e.g., arrangements involving Mr. Diller and Expedia Group), but no transactions involving Seferian/Hillspire/Relativity/Schmidt are disclosed; Audit Committee maintains formal related-person transaction review policy under Item 404 .
Expertise & Qualifications
- Board’s rationale: Legal expertise and Hillspire experience; high financial literacy and expertise in M&A, investments, and strategic transactions .
- Education: BA and MA (Philosophy) from University of Illinois at Urbana-Champaign; J.D. with honors from Harvard Law School .
- Technical/governance skills: Corporate transactions, governance leadership through turnaround at MOCA; executive-level legal and investment oversight .
Equity Ownership
| Item | Amount | As-of Date | Notes |
|---|---|---|---|
| Total beneficial ownership (common) | 3,419 shares | April 30, 2025 | Includes shares to vest within 60 days |
| Direct ownership (common) | 1,709 shares | April 30, 2025 | Directly held |
| Shares to vest within 60 days | 1,710 shares | April 30, 2025 | RSU conversion contingent on continued service |
| RSUs outstanding | 8,549 units | December 31, 2024 | Total RSUs held as of year-end |
- Ownership guidelines: Non-employee directors are expected to hold the lesser of shares with value ≥5x annual cash retainer and 12,400 shares of IAC common stock; hedging and pledging of IAC securities are prohibited under IAC’s Securities Trading Policy .
Governance Assessment
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Positives:
- Independent director designation and no disclosed related-party transactions involving Seferian, supporting board independence and investor confidence .
- Strong governance/transactional skillset (legal, M&A, investment oversight), and prior turnaround leadership experience at MOCA; Board explicitly cites financial literacy and strategic transaction expertise .
- Director compensation aligned with peers: modest cash retainer ($50k) and equity RSUs with time-based vesting; no performance metrics that could misalign incentives for board oversight .
- Robust governance policies: formal related-person transaction review; clawback policy (for executives) and prohibitions on hedging/pledging applicable to directors .
-
Watch items:
- No committee assignments in 2024 (Audit/Comp/NCG/Executive), limiting direct committee-level influence during early tenure; future committee placement would enhance board effectiveness .
- Equity ownership is de minimis as of April 30, 2025 (3,419 shares), though director grants and IAC’s ownership guidelines aim to increase alignment over time; compliance status for directors not specifically disclosed .
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Overall: Seferian’s independence, legal/M&A expertise, and adherence to governance policies are favorable. Absence of committee roles in 2024 reflects early tenure; monitoring future committee assignments and ownership accumulation will be key signals for alignment and influence .