Melissa Brenner

About Melissa Brenner

Melissa Brenner, age 50, has served as an independent director of Match Group since 2020. She is Executive Vice President at the National Basketball Association, with deep expertise in digital media, marketing, and emerging technologies (AI/VR), and was nominated for a new three-year board term ending at the 2028 annual meeting . The Board affirmatively determined she is independent under Nasdaq rules for 2025 .

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Compensation and Human Resources Committee; the committee met eight times in 2024 and is composed solely of independent directors (Chair: Ann McDaniel; members: Melissa Brenner, Laura Rachel Jones, Pamela Seymon) .
• Independence: The Board determined Brenner is independent for 2025; audit and compensation committee members also meet heightened SEC/Nasdaq independence standards .
• Attendance: The Board met eight times in 2024; all incumbent directors attended at least 75% of Board and committee meetings (except Ms. Murdoch), indicating Brenner’s attendance at or above this threshold .
• Board leadership and engagement: Independent Chair (Thomas McInerney); independent directors hold executive sessions at least twice yearly .
• Governance enhancements: Management proposal to declassify the Board beginning with the 2026 annual meeting; full annual elections by 2028 if approved .
• Compensation oversight signals: 2024 say‑on‑pay received over 93% support following stockholder engagement .

Fixed Compensation

• Non‑employee director pay structure (2024):

  • Annual Board retainer $50,000; Board Chair additional $80,000 .
  • Committee membership retainers: Audit $10,000; Compensation & HR $5,000; Nominating & Corporate Governance $5,000; Committee Chair retainers: Audit $20,000; Compensation & HR $20,000; Nominating $15,000 .
  • Equity: Annual $250,000 in RSUs; for awards on/after June 20, 2024, RSUs vest on the earlier of first anniversary or next annual meeting; director RSUs granted on/after Feb 1, 2024 carry dividend equivalents that pay only upon vesting .

• 2024 compensation received by Melissa Brenner:

  Component	Amount (USD)
  Fees Paid in Cash	$55,000
  Stock Awards (Grant-date fair value)	$249,972
  Total	$304,972

• Reimbursement and deferrals: Reasonable expenses reimbursed for Board/committee attendance; directors may defer cash fees into share units or a cash fund under the Director Deferred Compensation Plan .

• Annual director pay cap: Maximum aggregate compensation per non‑employee director $750,000 (newly appointed/elected: $1,000,000) under equity plan rules .

Performance Compensation

• Non‑employee directors receive time‑based RSUs; performance awards (PSUs) are not part of director pay; director RSUs accelerate upon a change in control .
• As part of Brenner’s committee oversight, executive annual bonus metrics for 2024 emphasized pay‑for‑performance (70% formulaic):

  Metric (Weight)	Threshold (25%)	Target (100%)	Maximum (200%)	Actual	Payout %
  Revenue (35%)	$3,533M	$3,615M	$3,800M	$3,479M	0%
  AOI Margin (35%)	36.0%	36.5%	38.0%	36.0%	25%

  • The remaining 30% of bonuses were determined by individual performance assessments .

Other Directorships & Interlocks

Expertise & Qualifications

• Digital/social media and mobile applications expertise; led groundbreaking NBA deals with Facebook, Twitter(X), and Snapchat .
• Experience overseeing global digital strategy and emerging tech (AI/VR), brand building, and cost management in an international organization .
• Compensation governance: Committee engages independent consultant (Compensia) for peer selection, pay assessments, equity usage analysis, and risk reviews; consultant assessed as independent with no conflicts .

Equity Ownership

• Stock ownership guidelines: Directors must own shares equal to at least 5x the annual cash retainer within five years of the later of Jan 1, 2022 or the director’s first election/appointment .
• Hedging/pledging: Company Trading Policy prohibits hedging and pledging of MTCH securities by directors/officers/employees .

Governance Assessment

• Strengths: Independent director with relevant consumer tech/digital expertise; active service on Compensation & HR Committee; Board and committee independence and engagement; robust director ownership guidelines; prohibition on hedging/pledging; broad stockholder support for executive pay in 2024 .
• Alignment: Director compensation is balanced (cash + time‑based RSUs); annual RSU grants align with shareholder value creation; pay cap and dividend‑equivalent vesting discipline are shareholder‑friendly .
• Conflicts/related‑party exposures: No related‑party transactions in 2024; independence determinations considered ordinary‑course dealings involving directors’ employers/affiliations and found no impairments .
• Watch items: Director RSUs fully accelerate upon change in control (common but noted); beneficial ownership is <1% as typical for outside directors; compliance with guidelines is monitored but individual status not disclosed .
• Governance trend: Proposed declassification to annual elections (if approved) enhances accountability; continued use of independent consultant and formal risk assessment supports pay‑for‑performance orientation .