Victor A. Kaufman
IACAbout Victor A. Kaufman
Victor A. Kaufman, age 81, is Vice Chairman of IAC (since October 1999) and has served on IAC’s Board since December 1996; he previously was IAC’s CFO (1997–1999) and served in the Office of the Chairman (1997) . A veteran media executive, he founded Tri‑Star Pictures and later became President & CEO of Columbia Pictures Entertainment; he also led Savoy Pictures before joining IAC . IAC’s compensation program is largely discretionary and emphasizes long-term equity; for 2024, the Compensation Committee highlighted improved operating income and Adjusted EBITDA versus 2023 despite revenue declines, factors considered in annual bonuses . Company TSR for 2024 (value of $100 invested at 12/31/2019) was $103.48; non-formulaic pay design means CAP is not tightly linked to GAAP earnings .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| IAC | Vice Chairman | Oct 1999–present | Senior strategic oversight; long-tenured executive leadership |
| IAC | Chief Financial Officer | Nov 1997–Oct 1999 | Finance leadership during IAC’s expansion phase |
| IAC | Office of the Chairman | Jan–Nov 1997 | Senior advisory role supporting corporate strategy |
| Savoy Pictures Entertainment | Chairman & CEO; Director | 1992–1989? (CEO from Mar 1992; director from Feb 1992) | Led a film company; industry-operating experience |
| Tri‑Star Pictures | Founding Chairman & CEO | 1983–Dec 1987 | Built a major studio; greenfield value creation |
| Columbia Pictures Entertainment | President & CEO | Dec 1987–end of 1989 | Led integration post Tri‑Star; resigned after Sony USA acquisition |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Expedia Group, Inc. | Vice Chairman | Aug 2005–Jun 2018 | Senior leadership at IAC spin-off |
| Expedia Group, Inc. | Director | Aug 2005–Mar 2020 | Long service on board |
| Live Nation Entertainment, Inc. | Vice Chairman; Director | Aug 2008–Jan 2010 (VC); Jan–Dec 2010 (Director) | Entertainment sector board experience |
| TripAdvisor, Inc. | Director | Dec 2011–Feb 2013 | Online travel domain governance |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $100,000 | $100,000 | $100,000 |
| Bonus ($) | $0 | $100,000 | $100,000 |
| Stock Awards ($) | $0 | $0 | $0 |
| Option Awards ($) | $0 | $0 | $0 |
| All Other Compensation ($) | $16,246 | $10,000 | $10,000 (401(k) match) |
| Total ($) | $116,246 | $210,000 | $210,000 |
Performance Compensation
| Incentive Type | Performance Metrics | Structure | 2024 Payout | Vesting |
|---|---|---|---|---|
| Annual Cash Bonus | Discretionary; Committee considered consolidated operating income and Adjusted EBITDA improvement vs 2023; strategic initiatives; cash position | Non-formulaic, qualitative assessment | $100,000 | N/A |
| RSU Award (2025) | Retention and market alignment for executive role | $250,000 grant-date value; vests in 3 equal annual installments on each anniversary of grant date, service-based | Granted Feb 2025 (value reference) | 1/3 annually over 3 years |
Notes:
- No equity awards were granted to Mr. Kaufman in 2024 due to then-current equity positions .
- Outstanding 2020 RSUs cliff vested on Feb 15, 2025; 27,752 units were outstanding at 12/31/2024 (market value $1,197,221) .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Total Beneficial Ownership (IAC Common) | 88,617 shares; less than 1% of class |
| RSUs Outstanding (12/31/2024) | 27,752 units; market value $1,197,221 |
| Options (IAC) | None outstanding for Mr. Kaufman |
| 2024 Exercises/Vesting | No IAC option exercises; no RSU vesting in 2024 (cliff vest occurred Feb 15, 2025) |
| Ownership Guidelines | Target 17,900 shares; status: Met as of 6/30/2024 |
| Hedging/Pledging | Company policy prohibits hedging and pledging; short sales and derivatives disallowed |
| Trading Policy | Applies to directors/officers; prohibits publicly traded options/shorts/hedging and pledges |
Employment Terms
| Provision | Terms |
|---|---|
| Severance (Qualifying Termination) | Partial vesting of outstanding, unvested RSUs equal to the number that would vest during the Severance Period (pro-rating cliff awards as annual) |
| Change of Control (Equity) | Double-trigger: RSU vesting accelerates upon Qualifying Termination within 2 years after CoC |
| Estimated Incremental Value (12/31/2024) | Market value of RSUs that would vest: $1,197,221 for Qualifying Termination; $1,197,221 for Qualifying Termination post-CoC (at $43.14 close) |
| Clawback | Mandatory recovery of erroneously awarded incentive compensation upon certain accounting restatements, regardless of misconduct; adopted in 2023 |
| Consultant Use (Comp Design) | Committee uses independent consultant Compensia for structuring compensation for Messrs. Diller and Kaufman |
| Other Perqs | 401(k) match ($10,000 in 2024) |
Board Governance
- Board Service: Director since December 1996; Vice Chairman; member of Executive Committee .
- Independence: Not independent (executive officer); independent committees (Audit, Compensation & Human Capital, Nominating) are fully independent .
- Committee Activity: Executive Committee recorded one written consent and 0 meetings in 2024; Board met 4 times; all directors met ≥75% attendance .
- Executive Sessions: Independent directors meet at least twice per year; no lead independent director .
Compensation Structure Analysis
- Year-over-year mix: Cash compensation modest ($200k total cash in 2024), with equity focused on multi-year RSUs; shift from options to RSUs since 2019 to reduce dilution and strengthen retention .
- 2024 bonus methodology: Discretionary, non-formulaic; Committee emphasized improved operating income and Adjusted EBITDA vs 2023 and strategic progress across businesses (DDM advertising, Angi retention/efficiencies, spin-off actions) .
- 2025 equity refresh: New $250k RSU grant for Kaufman with 3-year installment vesting indicates continued retention focus post-CEO transition .
Risk Indicators & Red Flags
- Pledging/Hedging: Prohibited—reduces misalignment risk .
- Clawback: Active 2023 policy—mitigates restatement-related pay risk .
- Related party/independence: Kaufman is management on the Board; independence concerns managed via independent committee oversight .
- Insider selling pressure: No 2024 exercises; significant RSU cliff vest on Feb 15, 2025—monitor subsequent Form 4 filings given vest liquidity, subject to trading policy .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay support: ~92% approval; Committee continued current design based on stockholder support .
Compensation Committee Analysis (Governance Quality)
- Committee Members: David Rosenblatt (Chair), Richard F. Zannino .
- Independent Consultant: Compensia; Committee assessed and found no conflicts of interest .
- Process: Case‑by‑case, non-formulaic reviews; equity grant timing not tied to MNPI .
Investment Implications
- Alignment: Modest fixed cash and reliance on multi-year RSUs, ownership policy compliance, and hedging/pledging prohibitions support long-term alignment; clawback policy further reduces governance risk .
- Retention vs. Overhang: 2025 RSU grant ($250k) plus recent cliff vest (Feb 2025) suggests near- to medium-term retention is supported; monitor incremental grants for dilution and backloaded vesting concentration .
- Trading Signals: No 2024 selling activity; post-vesting liquidity from Feb 2025 grant may create potential selling pressure; watch insider Form 4s and blackout windows under trading policy .
- Governance: Dual role as executive and director (non-independent) is counterbalanced by fully independent key committees and regular executive sessions, but continues to warrant monitoring for related-party dynamics and committee independence effectiveness .