Michael D. Eisner
IACAbout Michael D. Eisner
Michael D. Eisner (age 83) has served as an independent director of IAC since March 2011. He is Chairman of The Tornante Company, LLC (since 2005) and previously served as Chairman and CEO of The Walt Disney Company, bringing deep media, branding, and leadership expertise. He is a member of IAC’s Executive Committee and Nominating Committee, and was determined independent under Nasdaq rules for 2024 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The Walt Disney Company | Chairman & CEO | From 1984 (prior to Tornante) | Led major media and branding strategy |
| The Topps Company (Tornante portfolio) | Chairman | Oct 2007–Apr 2013; Jan 1, 2021–Jan 2022 | Oversight of sale of sports/entertainment portion; Bazooka remained until Dec 2024 sale |
| Vuguru (Tornante portfolio) | Chairman | Prior period, date not specified | Digital programming strategy oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| The Tornante Company, LLC | Chairman | Since 2005 | Private investment in media/entertainment |
| Portsmouth Community Football Club Ltd | Chairman of the Board | Since Aug 2017 | Championship League English football club (owned by Tornante) |
| The Business Council | Member | Not specified | Not-for-profit affiliation |
Board Governance
- Committee assignments: Executive Committee and Nominating Committee; not a chair of any committee .
- Independence: Board determined Mr. Eisner is independent under Nasdaq rules; Audit and Compensation committees comprise independent directors .
- Attendance: In 2024, the Board met 4 times (1 written consent); all then-incumbent directors attended at least 75% of Board and committee meetings .
- Executive sessions: Independent directors meet in executive session at least twice a year; no lead independent director .
- Executive Committee: Has full Board power except matters reserved by law/organizational documents .
- Committee activity counts (2024): Audit 8 meetings; Compensation & Human Capital 5; Nominating 0; Executive 0 .
Fixed Compensation
| Item | 2024 |
|---|---|
| Annual Board retainer (policy) | $50,000 cash retainer for non‑employee directors |
| Committee retainers (policy) | Audit member $10,000; Compensation & Human Capital member $5,000; Audit/Comp chairs additional $20,000 |
| Fees paid in cash (Eisner) | $0 |
| Fees deferred (Eisner) | $50,000 (deferred into share units under the Director Deferred Compensation Plan) |
| Meeting fees | None disclosed |
Deferred Compensation Plan for Non‑Employee Directors permits deferral of fees into share units or a cash fund (with dividend equivalents or JPMorgan prime rate, respectively); paid out upon leaving the Board .
Performance Compensation
| Metric | 2024 |
|---|---|
| Annual RSU grant value (Eisner) | $249,982 |
| RSUs outstanding (as of 12/31/24) | 8,818 units |
| Vesting schedule | Director RSUs vest in three equal annual installments starting on the grant anniversary |
| Change‑in‑control treatment | Full acceleration of unvested director RSUs upon a change in control |
| Performance metrics tied to director awards | None (time‑based vesting) |
Other Directorships & Interlocks
| Company | Role | Public Company? | Interlock/Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company directorships disclosed for Eisner |
- Executive Committee composition includes Barry Diller (Chairman & Senior Executive), Victor A. Kaufman (Vice Chairman), and Michael D. Eisner; concentration of authority is mitigated by independent Audit and Compensation committees .
- Governance environment: Barry Diller and family hold 100% of Class B (5,789,499 shares) representing 44.4% of aggregate voting power, which influences stockholder votes; not specific to Eisner but relevant for board dynamics .
Expertise & Qualifications
- Media/entertainment strategy and operations through Tornante and Disney leadership, with strong marketing and consumer branding acumen and high financial literacy .
Equity Ownership
| Ownership Detail | Amount |
|---|---|
| IAC common shares beneficially owned | 207,032 shares (includes trusts and RSUs vesting in 60 days) |
| Percent of class | Under 1% (*) |
| Shares via trust (trustee) | 40,555 shares (trust where Eisner is trustee) |
| RSUs scheduled to vest within 60 days | 4,071 shares equivalent |
| RSUs outstanding (total) | 8,818 RSUs |
| Stock ownership policy (directors) | Must hold the lesser of shares equal in value to 5× annual cash retainer and 12,400 shares |
| Hedging/Pledging | Company policy prohibits hedging and pledging for all covered persons (directors included) |
Governance Assessment
- Independence and engagement: Eisner is independent, attends at least 75% of meetings, and serves on Nominating and Executive Committees—providing board process oversight (nominating) and strategic flexibility (executive) .
- Compensation alignment: 2024 mix was entirely at‑risk/time‑vested equity ($249,982 RSUs) plus deferral of the $50,000 retainer into share units (no cash taken), signaling alignment; RSUs vest over three years and accelerate on change‑in‑control .
- Ownership alignment: Holds 207,032 shares (<1%) plus 8,818 RSUs; subject to director ownership guidelines and hedging/pledging prohibitions—reduces misalignment risk .
- Potential conflicts/related‑party exposure: Proxy’s related‑party section details arrangements involving Mr. Diller and Mr. Levin; no related‑party transactions involving Mr. Eisner are disclosed for 2024 .
- RED FLAGS: None specific to Eisner identified (no pledging permitted; attendance threshold met; director equity is time‑based). Broader board‑level consideration: high voting power concentration with Mr. Diller (44.4%) can limit stockholder influence, but this is structural rather than Eisner‑specific .