Pamela S. Seymon
Match GroupAbout Pamela S. Seymon
Pamela S. Seymon is an independent director at Match Group, serving since 2015. She is 69 and previously spent nearly three decades at Wachtell, Lipton, Rosen & Katz (WLRK), specializing in corporate law, M&A, securities, and corporate governance, including complex, high‑profile “special situations.” She holds a B.A. from Wellesley College and a J.D. from NYU School of Law .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wachtell, Lipton, Rosen & Katz | Partner | 1989–2011 | Led complex M&A, securities, and governance matters; deep risk management expertise |
| Wachtell, Lipton, Rosen & Katz | Associate | 1982–1989 | Corporate law and transactions, groundwork for later partner leadership |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| — | — | — | No other current public company directorships disclosed in the proxy biography |
Board Governance
- Independence: Determined independent by the Board in 2025 (Nasdaq rules); no relationships/payments that would impair judgment were found .
- Committee assignments: Member, Compensation & Human Resources Committee; the committee met 8× in 2024 (Chair: Ann L. McDaniel) .
- Board attendance: The Board met 8× in 2024; all incumbent directors met the 75% attendance threshold except Ms. Murdoch (Seymon not cited as an exception) .
- Executive sessions and leadership: Independent Chairman (Thomas J. McInerney) leads at least semi‑annual executive sessions; roles of Chair and CEO are separated .
- Governance enhancements: Board seeking declassification beginning with 2026 elections; removal standard shifts to with/without cause for annually elected directors thereafter, if approved .
- Hedging/pledging policy: Directors prohibited from hedging or pledging Match Group stock; no margin accounts permitted .
- Director compensation cap: Aggregate annual non‑employee director compensation capped at $750,000 under the equity plan; $1,000,000 for newly appointed directors .
Fixed Compensation (Non‑Employee Director, 2024)
| Component | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard Board retainer |
| Committee membership fee | $5,000 | Compensation & Human Resources Committee member fee |
| Total cash paid (2024) | $55,000 | Matches “Fees Paid in Cash” for Seymon |
| Fees deferred | $0 | No fee deferral elected |
Program references: Audit Committee member fee $10k; Compensation & HR $5k; Nominating & Governance $5k; Committee Chairs receive additional $15–$20k, not applicable to Seymon in 2024 .
Performance Compensation (Director Equity and Terms)
| Item | Detail |
|---|---|
| 2024 equity grant value | $249,972 grant date fair value of RSUs (director award) |
| Vesting terms (effective June 20, 2024) | Annual director RSUs vest in full on the earlier of (i) first anniversary of grant or (ii) the next annual meeting |
| Change-in-control treatment | Non‑employee director RSUs fully accelerate upon a change in control |
| Dividend equivalents | For equity awards to non‑employee directors granted on/after Feb 1, 2024, dividend equivalents accrue and pay only upon vesting |
| Compensation cap (plan) | Maximum aggregate annual director compensation of $750,000; $1,000,000 for newly appointed/elected directors |
Note: Director equity is time‑based; there are no performance metrics tied to non‑employee director equity .
Other Directorships & Interlocks
| Category | Detail |
|---|---|
| Current public boards | None disclosed for Seymon in proxy biography |
| Compensation Committee interlocks | Seymon served on Match Group’s Compensation & HR Committee in 2024; none of the members was a Match Group officer or employee during service |
| Consultant independence | Compensia serves as independent advisor to the Compensation & HR Committee; committee assessed and found no conflicts of interest |
Expertise & Qualifications
- Corporate governance, M&A, and securities law specialist with extensive special situations/public affairs experience; deep risk management perspective from high‑profile matters .
- Education: Wellesley College (Wellesley Scholar), NYU School of Law .
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 11, 2025) | 82,171 shares | Below 1% of outstanding |
| Outstanding RSUs (as of Dec 31, 2024) | 8,061 RSUs | Director RSUs outstanding for Seymon |
| Ownership guidelines | Directors must own ≥5× annual cash retainer ($250,000) within five years of Jan 1, 2022 or appointment; unvested RSUs/PSUs and options do not count | |
| Hedging/pledging | Prohibited by company policy (no derivatives, short sales, or pledging/margin) | |
| Related‑party/pledging red flags | None disclosed; no related person transactions in 2024 |
Insider Trades (recent Form 4 signals)
| Date filed | Transaction date | Summary | Source |
|---|---|---|---|
| Jan 23, 2025 | Jan 21, 2025 | Form 4 filed by Seymon (director transaction; details per filing) | |
| Jun 21 (year per filing) | Jun 21 | Form 4 indicates RSU grant vesting on earlier of first anniversary or next annual meeting (director annual grant) | |
| Oct 21, 2025 | Oct 17, 2025 | Form 4 notes dividend equivalents on RSUs converting to common stock on a one‑for‑one basis |
Note: Annual director RSUs and dividend equivalents align with the non‑employee director program terms (time‑based vesting; dividends paid only upon vesting) .
Governance Assessment
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Strengths supporting investor confidence
- Independence affirmed; active role on Compensation & HR Committee with eight meetings in 2024; comp advisor independence confirmed .
- Clean conflicts profile: no related person transactions in 2024; strict anti‑hedging/pledging policy reduces misalignment risk .
- Ownership alignment: robust director ownership guidelines (5× cash retainer) and director equity grants; dividend equivalents only if/when RSUs vest .
- Board leadership and oversight: Independent Chair; regular executive sessions; comprehensive risk oversight matrix .
- Shareholder‑responsive governance: Proposal to declassify the Board beginning with 2026; strong 2024 say‑on‑pay support (>93%) following investor engagement .
-
Watch items
- Tenure: Long service (since 2015) is valuable for continuity but merits ongoing refreshment; the Board is adding new directors and moving to annual elections, which mitigates entrenchment risk .
- Compensation Committee responsibility: As a member, Seymon helps oversee executive pay; continued monitoring of pay‑for‑performance alignment remains essential (Committee reported significant use of PSUs and lower average bonus outcomes for 2024) .
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Bottom line: Seymon brings heavyweight M&A/governance expertise and risk management judgment, with independent status, solid attendance, and standard, equity‑linked director pay. No related‑party or alignment red flags are disclosed, and the Board’s declassification and high say‑on‑pay support bolster governance quality .
Appendices (Program References)
- Non‑employee director compensation structure (cash retainers/committee fees; RSU grants; vesting) .
- Equity plan guardrails (no repricing; no discounted options; director comp cap; clawback) .
- Trading policy (no hedging/pledging) .
- Related‑party review framework and 2024 outcome (none) .
- Beneficial ownership table data (as of Apr 11, 2025) .
- Outstanding director RSUs (as of Dec 31, 2024) .