Ann L. McDaniel
Match GroupAbout Ann L. McDaniel
Ann L. McDaniel is an independent director of Match Group (MTCH) and has served on the Board since 2015. She is age 69 and brings deep expertise in human resources, executive compensation, media operations, and leadership development from senior roles at Graham Holdings/The Washington Post Company, Newsweek, and as CEO of Foreign Policy Magazine. She holds a BA from Vanderbilt University and a Master of Studies in Law (MSL) from Yale Law School, and completed Harvard Business School’s Advanced Management Program .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Foreign Policy Magazine | Chief Executive Officer | 2017–2022 | Led turnaround of a storied media brand; brings portfolio management and strategic leadership to MTCH Board . |
| Graham Holdings Company | Senior Vice President; Consultant | SVP 2008–2015; Consultant 2015–present | Oversight of multiple businesses; deep involvement in executive compensation and talent strategy . |
| The Washington Post Company | Vice President; VP Human Resources | 2001–2008 | Managed executive compensation; staffed the board’s compensation committee, aligning incentives with strategy . |
| Newsweek | Managing Director | 2010–2012 | Corporate oversight during ownership transition; operational and brand stewardship . |
| Newsweek (editorial) | Managing Editor; Assistant Managing Editor; Chief of Correspondents; Correspondent | 1984–2000 | Extensive editorial leadership across global bureaus; strengthens brand, communications, and crisis oversight skills . |
External Roles
| Organization | Role | Status | Relevance / Notes |
|---|---|---|---|
| ExecOnline | Member, Board of Advisors | 2020–present | Governance interlock: MTCH director Stephen Bailey is Co‑Founder/CEO of ExecOnline, creating a network tie (no related-party transactions disclosed) . |
| Graham Holdings Company | Media Business Consultant | 2015–present | Ongoing advisory role; Board affirmed McDaniel’s independence after reviewing any potential relationships . |
| Other public company boards | — | — | The 2025 proxy does not list other public company directorships for Ms. McDaniel . |
Board Governance
- Independence: The Board determined Ms. McDaniel is independent under Nasdaq rules; she serves solely on independent committees .
- Committee assignments: Chair, Compensation & Human Resources Committee; Member, Nominating & Corporate Governance Committee .
- Attendance and engagement: In 2024 the Board met 8 times; all then-incumbent directors other than Ms. Murdoch met the 75% attendance threshold (implies McDaniel ≥75%) .
- Executive sessions: Independent directors meet in scheduled executive sessions at least twice per year, led by the independent Chair of the Board .
- Board structure context: MTCH is seeking to declassify the Board beginning with the 2026 annual meeting, moving to annual elections by 2028, enhancing accountability .
Fixed Compensation (Non-Employee Director)
| Component | Amount | Notes |
|---|---|---|
| Annual Board retainer (cash) | $50,000 | Paid quarterly, in arrears . |
| Committee membership retainers | Comp & HR: $5,000; Nominating: $5,000 | Annual retainers for membership . |
| Committee chair retainer | $20,000 (Comp & HR Chair) | Additional to membership retainer . |
| Total expected cash for McDaniel (2024 structure) | $80,000 | $50k + $5k (Comp member) + $20k (Comp Chair) + $5k (Nominating member) = $80k, matching actual cash paid . |
2024 Non-Employee Director compensation (reported):
| Name | Fees Paid in Cash | Stock Awards (Grant-date FV) | Total |
|---|---|---|---|
| Ann L. McDaniel | $80,000 | $249,972 | $329,972 |
Performance Compensation (Director Equity)
| Feature | Details |
|---|---|
| Annual RSU grant | $250,000 grant-date fair value; granted at the annual meeting . |
| Vesting | Earlier of the first anniversary of grant or the next annual meeting . |
| Dividend equivalents | Provided on director equity grants made on/after Feb 1, 2024; pay only if underlying RSUs vest . |
| Change-in-control | Unvested director RSUs vest in full upon a change in control . |
| Performance metrics | None (time-based RSUs; no performance conditions for director equity) . |
Other Directorships & Interlocks
| Entity | Role | Interlock / Potential Overlap | Board Independence View |
|---|---|---|---|
| ExecOnline | Advisory Board member (McDaniel); CEO & Co‑Founder (Stephen Bailey, MTCH director) | Network tie among MTCH directors via ExecOnline; no payments/transactions disclosed in proxy | Board reviewed transactions/relationships and affirmed independence; no relationships precluding independence were found . |
Expertise & Qualifications
- Human capital and executive compensation: Prior VP HR at The Washington Post Company; manages compensation design alignment with strategy—directly relevant to chairing MTCH’s Comp & HR Committee .
- Portfolio brand management and media operations: Senior roles at Graham Holdings/Newsweek/Foreign Policy inform oversight of MTCH’s multi-brand platform .
- Education: BA (Vanderbilt), MSL (Yale Law), HBS Advanced Management Program (executive education) .
Equity Ownership
| Item | Amount/Status | Notes |
|---|---|---|
| Beneficial ownership (as of April 11, 2025) | 19,189 shares | Less than 1% of outstanding . |
| Outstanding RSUs (as of Dec 31, 2024) | 8,061 units | Director RSUs outstanding . |
| Ownership guidelines | ≥5x annual cash retainer (=$250,000) within 5 years of Jan 1, 2022 or initial appointment | Applies to all non-employee directors . |
| Hedging/pledging policy | Hedging and pledging of MTCH stock prohibited | Strengthens alignment and reduces red-flag risk . |
Insider Trades and Equity Events (Form 4 highlights)
| Transaction Date | Filing Date | Type | Securities | Qty | Price | Post-Transaction Ownership | SEC Link |
|---|---|---|---|---|---|---|---|
| 2024-06-21 | 2024-06-25 | A – RSU grant | RSUs | 8,061 | $0.00 | n/a (derivative) | https://www.sec.gov/Archives/edgar/data/891103/000089110324000080/0000891103-24-000080-index.htm |
| 2024-06-22 | 2024-06-25 | M – exempt (settlement) | Common (from RSUs) | 6,088 | $0.00 | 19,189 | https://www.sec.gov/Archives/edgar/data/891103/000089110324000080/0000891103-24-000080-index.htm |
| 2025-06-18 | 2025-06-23 | A – RSU grant | RSUs | 8,250 | $0.00 | n/a (derivative) | https://www.sec.gov/Archives/edgar/data/891103/000089110325000095/0000891103-25-000095-index.htm |
| 2025-08-27 | 2025-08-29 | S – Open market sale | Common | 5,423 | $37.5759 | 21,926 | https://www.sec.gov/Archives/edgar/data/891103/000089110325000139/0000891103-25-000139-index.htm |
| 2025-10-17 | 2025-10-21 | A – Dividend equivalents | Dividend equivalents | 48 | $0.00 | 96 (equivalents) | https://www.sec.gov/Archives/edgar/data/891103/000089110325000171/0000891103-25-000171-index.htm |
Notes: Dividend equivalents accrue on vested RSUs (for awards granted on/after Feb 1, 2024) and pay only upon vesting . Data derived from Form 4s through Nov 20, 2025 (insider-trades skill).
Related Party Transactions and Conflicts
- 2024 related-person transactions: None disclosed under Item 404; the Audit Committee applies a formal policy for review/approval of such transactions .
- Independence determinations: Board reviewed ordinary-course relationships with entities involving directors and found none that would impair independence (includes cases where directors serve at companies that buy/sell services with MTCH businesses) .
- Corporate trading policy: Prohibits hedging and pledging by directors, officers, and employees—mitigates alignment risks .
Compensation Committee Analysis (as Chair)
- Committee composition: Brenner, Jones, McDaniel (Chair), Seymon; eight meetings in 2024 .
- External advisor: Compensia serves as independent compensation consultant; the Committee determined no conflicts of interest .
- Program evolution and investor feedback: 2024 introduced revenue and AOI margin in annual bonuses; 2024 Say‑on‑Pay support exceeded 93% after shareholder outreach, indicating positive investor reception to changes .
Director Compensation Structure Analysis
- Cash vs equity mix: Substantial equity ($250k RSUs) paired with modest cash retainers encourages long-term alignment; equity vests by next annual meeting/one year, not performance-based .
- Governance features: Director equity includes dividend equivalents (if vested) and accelerates on change-in-control; annual grant cadence is clear and standardized .
- Limit on director pay: Non-employee director annual cap of $750,000 ($1,000,000 for newly appointed), tempering excessive compensation risk .
Say‑on‑Pay & Shareholder Feedback
- 2024 Say‑on‑Pay approval: Over 93% support, reflecting investor confidence in compensation oversight during Ms. McDaniel’s tenure as Compensation Committee Chair .
- Ongoing engagement: Company conducted broad investor outreach and incorporated feedback into metric design (revenue and AOI margin) and equity balance (PSUs for executives) .
Governance Assessment
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Strengths:
- Seasoned chair of Comp & HR Committee with direct executive compensation design experience from prior corporate roles .
- Clear independence with no related‑party transactions in 2024; robust anti‑hedging/pledging policy .
- High Say‑on‑Pay support in 2024 signals investor alignment with compensation oversight under her committee .
- Ownership alignment mechanisms via annual RSU grants and stock ownership guidelines (≥5× cash retainer) .
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Watch items / potential risks:
- Network interlock via ExecOnline (advisory role) where another MTCH director is CEO—Board reviewed independence and found no impairing relationships; continue monitoring for any transactions or consultant engagements that could require Item 404 disclosure .
- Director equity is time‑based (no performance metrics), customary for directors; alignment relies on ownership guidelines and anti‑hedging/pledging policy rather than performance conditions .
Bottom line: McDaniel’s profile—human capital and compensation expertise, independent status, and demonstrated investor support for MTCH’s pay program—supports board effectiveness and investor confidence. Continued transparency around interlocks and adherence to ownership guidelines remain key monitoring points .