Darrell Cavens
Match GroupAbout Darrell Cavens
Independent director (age 52), appointed in connection with and effective as of the June 18, 2025 Annual Meeting. Cavens brings 20+ years of executive leadership in digital commerce and technology, including founding/leading Zulily, senior roles at Microsoft and Blue Nile, and President of Qurate Retail Group, with deep expertise in online retailing, software development, and large-scale digital properties. As of the proxy date, the Board determined he is independent.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Zulily | Chief Executive Officer | 2009–2018 | Built consumer-focused brand; led liquidity events; e-commerce expertise |
| Qurate Retail Group | President | 2017–2018 | Drove growth through innovation, partnerships, JVs, acquisitions |
| Microsoft | Director, SQLServer/BizTalk Server | 2008–2009 | Technology infrastructure leadership |
| Blue Nile | Chief Technology Officer and SVP | 1999–2008 | Grew largest online diamond retailer; data/tech leadership |
| Starwave | Advanced Technology Team | 1996–1999 | Developed large-scale digital properties (ESPN.com, NBA.com) |
| Ingenia Communications | Consultant | 1995 | Early consulting experience |
External Roles
| Organization | Role | Tenure | Public/Private | Notes |
|---|---|---|---|---|
| Tapestry, Inc. | Director | 2018–Present | Public | Current public company directorship |
| Big Sky Growth Partners, Inc. | Director | 2021–2022 | Public (SPAC) | Prior public board |
| Vouched | Board Member | 2021–Present | Private | Identity verification |
| Brooks Running | Advisory Board Member | 2019–Present | Private | Advisory role |
| Rad Power Bikes | Board Member | 2019–Present | Private | Micromobility |
| OfferUp | Board Member | 2017–2021 | Private | Online marketplace |
| Deliveroo | Board Member | 2017–2021 | Private | Food delivery |
| Plated | Board Member | 2016–2017 | Private | Meal kits |
| Trupanion | Board Member | 2012–2014 | Private | Pet insurance |
Board Governance
- Independence: Board found Cavens independent under Nasdaq rules in 2025 .
- Committees: As of the proxy, committee memberships listed do not include Cavens (Audit: Bailey, Schiffman, Spoon (Chair); Compensation & HR: Brenner, Jones, McDaniel (Chair), Seymon; Nominating & Governance: McDaniel, McInerney (Chair), Spoon). Post-Annual Meeting committee assignments not disclosed for Cavens.
- Board effectiveness: Independent directors meet in executive session at least twice annually, led by an independent Chair (McInerney). Board size moving to 11 at the Annual Meeting. Annual board/committee self-evaluations.
- Attendance baseline: Board met 8 times in 2024; all incumbent directors attended at least 75% of meetings except Ms. Murdoch (Cavens not on Board in 2024).
- Governance improvements: Proposal to declassify the Board starting in 2026; full annual elections by 2028 (subject to stockholder approval).
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | Paid quarterly in arrears |
| Board Chair additional retainer | $80,000 | Paid quarterly in arrears |
| Committee membership retainer – Audit | $10,000 | Additional to base |
| Committee membership retainer – Compensation & HR | $5,000 | Additional to base |
| Committee membership retainer – Nominating & Governance | $5,000 | Additional to base |
| Committee Chair additional retainer – Audit | $20,000 | Additional to membership |
| Committee Chair additional retainer – Compensation & HR | $20,000 | Additional to membership |
| Committee Chair additional retainer – Nominating & Governance | $15,000 | Additional to membership |
| Equity grant (RSUs) annual | $250,000 | Granted on annual meeting date; vests on earlier of 1 year or next annual meeting |
| Equity grant (RSUs) upon mid-year appointment | Prorated portion of $250,000 | Vests on earlier of date noted or next annual meeting |
| Dividend equivalents on director RSUs | Permitted | Pay only upon vesting; awards granted on or after Feb 1, 2024 |
| Annual compensation cap (non-employee director) | $750,000 | $1,000,000 cap for newly appointed/elected directors |
No per-meeting fees disclosed; structure favors simple retainers plus annual RSUs aligned with stockholder interests.
Performance Compensation
| Metric | Applicability to Non-Employee Directors | Evidence |
|---|---|---|
| Company financial metrics in bonus (revenue/AOI margin) | Not applicable | Directors do not receive annual performance bonuses |
| PSU awards with rTSR metrics | Not applicable to directors; director equity delivered as RSUs | Company awards RSUs to non-employee directors; PSU design applies to executives |
| Change-in-control treatment | Director RSUs vest fully on change-in-control | Director RSUs accelerate on CoC per program terms |
Other Directorships & Interlocks
- Current public board: Tapestry, Inc. (consumer fashion; non-overlapping with MTCH’s online dating).
- No disclosed interlocks with MTCH suppliers/customers or competitors; Board independence review noted ordinary-course transactions at companies where directors serve, none interfering with independence.
Expertise & Qualifications
- Online retailing, technology, and data analytics; software development for large-scale digital properties; strategic governance across consumer tech/e-commerce boards.
- Hands-on scaling of consumer brands (Zulily, Blue Nile); growth via innovation and partnerships (Qurate).
Equity Ownership
| As of Date | Shares Beneficially Owned | % Outstanding | Notes |
|---|---|---|---|
| April 11, 2025 | — | — | Cavens newly appointed; no shares reported as of record date in beneficial ownership table |
- Director stock ownership guidelines: 5x annual cash retainer; compliance within five years of Jan 1, 2022 or appointment.
- Hedging/pledging: Prohibited for directors; also bans short sales and derivative hedges.
Governance Assessment
- Strengths: Independence confirmed; deep digital commerce and technology expertise aligned with MTCH’s consumer internet focus; Board’s move to declassification improves accountability; director equity delivered as time-based RSUs with dividend equivalents only upon vesting; robust hedging/pledging prohibitions; compensation caps limit excess director pay.
- Alignment: As a new director, Cavens had no reported ownership as of April 11, 2025 but is expected to receive annual director RSUs at the June 18, 2025 meeting; guidelines require building a position over time (5x retainer).
- Time commitments: Nominating Committee annually reviews director external commitments; guideline limits directors to ≤4 public boards—Cavens appears within limits (MTCH and Tapestry).
- Conflicts/related party: No related person transactions in 2024; independence review considered ordinary-course payments and found no interference.
- Board effectiveness baseline: Executive sessions at least twice annually led by independent Chair; annual evaluations; 2024 say-on-pay support >93% indicates constructive investor engagement environment.
RED FLAGS: None disclosed regarding attendance, related-party transactions, hedging/pledging, or excessive director compensation. Initial lack of ownership is a near-term alignment gap typical for new appointees, mitigated by annual RSU grant and ownership guidelines.