Sean Edgett
Match GroupAbout Sean Edgett
Sean Edgett, age 47, is Match Group’s Chief Legal Officer and Secretary, appointed effective September 23, 2024. He previously served as Chief Legal Officer & Secretary at UPSIDE Foods (Apr 2023–Sep 2024) and was SVP & General Counsel at Twitter (Feb 2018–Oct 2022), having joined Twitter in 2012; prior roles include Director of Legal at NetApp (2010–2012), litigation attorney at Akin Gump (2003–2005), and corporate attorney at Latham & Watkins (2005–2010). He holds BA degrees in Cognitive Science and Psychology from UC San Diego and a JD from Pepperdine University School of Law . Company performance context for pay alignment: 2024 revenue grew 3% YoY to $3.5B; AOI margin was 36%; 2024 Say‑on‑Pay passed with over 93% support; TSR measures and three‑year rTSR PSUs are key pay‑for‑performance levers .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Match Group | Chief Legal Officer & Secretary | Sep 2024–present | Leads legal, compliance, and privacy; recognized for immediate value added and willingness to take on additional responsibilities |
| UPSIDE Foods | Chief Legal Officer & Secretary | Apr 2023–Sep 2024 | Senior legal leadership at food tech company |
| SVP & General Counsel | Feb 2018–Oct 2022 | General Counsel for global social media platform; prior executive legal roles since 2012 | |
| NetApp | Director of Legal | Oct 2010–Aug 2012 | Led legal matters at enterprise storage firm |
| Latham & Watkins LLP | Corporate Attorney | 2005–2010 | Corporate legal practice |
| Akin Gump Strauss Hauer & Feld LLP | Litigation Attorney | 2003–2005 | Litigation practice |
Fixed Compensation
| Component | 2024 Figure | Notes |
|---|---|---|
| Base Salary ($) | $115,385 | Prorated for partial year after Sep 23, 2024 start; employment agreement sets annual base salary at $500,000 |
| Target Bonus (%) | 100% of base | Prorated for 2024 based on start date |
| Actual Bonus Paid ($) | $63,182 | Based on revenue, AOI margin, and individual performance weighting |
| Stock Awards (Grant Date Fair Value, $) | $5,866,844 | RSUs and PSUs granted Oct 1, 2024 |
| All Other Compensation ($) | $4,808 | Includes 401(k) match |
| Total 2024 Compensation ($) | $6,050,219 | Summary Compensation Table |
Performance Compensation
Annual Bonus Program (2024)
| Metric | Weighting | Threshold | Target | Maximum | Actual | Payout % |
|---|---|---|---|---|---|---|
| Revenue | 35% | $3,533M | $3,615M | $3,800M | $3,479M | 0% |
| AOI Margin | 35% | 36.0% | 36.5% | 38.0% | 36.0% | 25% |
| Individual Performance | 30% | 0% | 100% | 125% | N/A (facts and circumstances) | Applied per NEO |
| NEO | Target Bonus % | Target Bonus ($) | Revenue Component ($) | AOI Margin Component ($) | Individual Component ($) | Total Payout % | Total Bonus Paid ($) |
|---|---|---|---|---|---|---|---|
| Sean Edgett | 100% | $136,610 | $0 | $11,953 | $51,229 | 46% | $63,182 |
Long-Term Incentives (2024 Grants)
| Award Type | Grant Date | Number of Shares | Vesting | Performance Metric |
|---|---|---|---|---|
| RSU | Oct 1, 2024 | 68,418 | Vests in three equal installments on 1st, 2nd, 3rd anniversaries (Oct 1, 2025/2026/2027) | Time-based |
| PSU (Target) | Oct 1, 2024 | 68,418 (target; threshold and max per plan) | Single cliff on 3rd anniversary (Oct 1, 2027) | 3-year rTSR percentile vs Nasdaq Composite |
rTSR PSU Payout Scale:
- 30th percentile: 30% of target; 55th percentile: 100%; 85th percentile: 150%; below 30th: 0%; linear interpolation between points .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (Apr 11, 2025) | Shares beneficially owned: —; percent: — (below 1%) |
| Outstanding Unvested RSUs | 68,418; market value $2,237,953 at $32.71 (Dec 31, 2024) |
| Outstanding Unvested PSUs (Unearned) | 68,418; market value $2,237,953 at $32.71 (Dec 31, 2024) |
| Options | None reported for Edgett (no option awards in table; no exercises in 2024) |
| Ownership Guidelines | CLO must hold stock = 3x base salary; compliance within 5 years of becoming NEO; unvested RSUs/PSUs and options do not count |
| Retention Requirement | If below guideline, must retain 50% of net shares from RSU settlements or option exercises until compliant |
| Hedging/Pledging | Prohibited: no hedging, derivatives, short sales, or pledging/margin accounts |
Vesting schedule and potential selling pressure: first RSU tranche (22,806 shares) scheduled to vest Oct 1, 2025, with subsequent equal tranches on Oct 1, 2026 and Oct 1, 2027; PSU cliff on Oct 1, 2027 subject to rTSR outcomes . Retention rules mitigate near-term selling by requiring 50% net share retention until meeting ownership guidelines .
Employment Terms
| Term | Key Provisions |
|---|---|
| Employment Agreement | Effective Sep 23, 2024; First Amendment dated Sep 17, 2025 |
| Location | Principal place of employment: San Francisco metro area; travel to LA/Dallas as needed; remote work per policy |
| Base Salary | $500,000 annually (prorated in partial year) |
| Annual Bonus | Target 100% of base; prorated for 2024 |
| Severance (Qualifying Termination: without cause or for good reason) | 12 months salary continuation; accelerated vesting of equity that would vest through first anniversary post-termination (performance awards only if performance conditions satisfied); COBRA coverage or payments for up to 12 months, tax‑grossed up; offsets for other employment (Swidler/Edgett) |
| Non‑Compete / Non‑Solicit | During employment; post‑term non‑solicit of employees for 12 months (Edgett); confidentiality and IP covenants |
| Change‑in‑Control (CIC) | Double‑trigger acceleration for NEO equity during 2 years post‑CIC; PSUs deemed earned at target upon qualifying termination post‑CIC; no 280G excise tax gross‑ups |
| Good Reason (Amended) | Includes change in reporting, material diminution in title/duties, material salary reduction, relocation >50 miles outside SF metro, or material company breach; notice/cure/resignation windows specified |
| Section 409A | Agreement intended to avoid nonqualified deferred compensation treatment; governed by Texas law |
Estimated Potential Payments (as of Dec 31, 2024; $32.71 stock price)
| Benefit | Qualifying Termination | Qualifying Termination During One-Year Post-CIC | Qualifying Termination During Two-Year Post-CIC |
|---|---|---|---|
| Continued Salary | $500,000 | $500,000 | $500,000 |
| Continued Health Coverage (COBRA; tax gross‑up) | $51,814 | $51,814 | $51,814 |
| RSUs Accelerated (Market Value) | $745,984 | $2,237,953 | $2,237,953 |
| PSUs Accelerated (Market Value) | — | $2,237,953 | $2,237,953 |
| Total Estimated Incremental Value | $1,297,798 | $5,027,720 | $5,027,720 |
Compensation Structure Notes
- RSU/PSU sign‑on awards targeted at $2.5M each at hire; RSUs vest in equal thirds annually; PSUs vest after 3 years based on rTSR vs Nasdaq Composite .
- 2024 PSUs across NEOs use rTSR percentile ranking: 30th=30%, 55th=100%, 85th+=150%; below 30th=0% .
- 2024 annual bonus weights: 35% revenue, 35% AOI margin, 30% individual; Company delivered revenue below threshold and AOI margin at threshold, compressing bonus outcomes (Edgett paid 46% of target) .
- Clawback policy permits recovery of erroneously awarded compensation and RSU/PSU forfeiture/reimbursement in certain circumstances .
Performance & Track Record Highlights
- Committee cited Edgett’s management of legal, compliance, and privacy functions and immediate value added after joining; willingness to take on additional responsibilities (reflected in individual bonus component) .
- 2024 company performance: revenue +3% YoY ($3.5B), AOI margin 36%; operating income margin 24%; FCF $882M; share repurchases deployed 85% of FCF .
- Pay-versus-performance disclosures track TSR and CAP; rTSR PSUs emphasize long-term shareholder alignment .
Investment Implications
- Strong alignment: 50% of Edgett’s 2024 sign‑on LTI in PSUs tied to 3‑year rTSR; double‑trigger CIC treatment and no excise tax gross‑ups reflect shareholder-friendly design .
- Retention risk manageable: Cash severance is modest (12 months salary), while meaningful unvested RSUs/PSUs vesting on a 3‑year schedule incentivize tenure through Oct 2027; Good Reason protections (including location stability in SF) reduce unplanned exit risk .
- Near-term selling pressure: First RSU vest Oct 1, 2025, but required retention of 50% net shares until meeting 3x salary guideline likely tempers sales; prohibitions on hedging/pledging further mitigate adverse alignment signals .
- Execution focus: Individual bonus assessment credited Edgett’s operational impact in legal/compliance/privacy; as Company targets revenue/AOI improvements in 2025+, PSU outcomes will be sensitive to sustained stock performance relative to Nasdaq Composite, directly impacting realized pay .