Sharmistha Dubey

About Sharmistha Dubey

Sharmistha Dubey (age 54) has served on Match Group’s board since 2019; she is a former CEO of Match Group and currently an Operating Partner at Advent International, with core credentials in product innovation, monetization, and M&A (including oversight of the Hinge acquisition) . The Board’s 2025 independence determination does not list Ms. Dubey as independent; she is a non‑independent director (likely due to having served as an employee within the last three years) . The Board met eight times in 2024 and all incumbent directors other than Ms. Murdoch attended at least 75% of Board and committee meetings; independent directors hold executive sessions at least twice per year .

Past Roles

External Roles

Board Governance

Fixed Compensation

Performance Compensation

No performance metrics are tied to director RSUs; director equity is time‑based to align interests with shareholders .

Other Directorships & Interlocks

Expertise & Qualifications

• Deep executive management experience in consumer internet, product development, monetization, and subscription models; portfolio oversight across brands at varying growth stages .
• Product innovation and strategic planning; risk management across multiple MTCH brands; M&A execution (oversaw Hinge acquisition) .
• Brings specific, first‑hand insight into Match Group operations and revenue growth efforts .

Equity Ownership

Governance Assessment

• Independence and committee exposure: Not independent and not on standing committees (Audit, Compensation & HR, Nominating & Governance), limiting direct role in key oversight areas—mitigated by broader Board structure of eight independent directors and independent Chairman .
• Engagement and attendance: Board met eight times in 2024; all then‑incumbent directors other than Ms. Murdoch attended at least 75% of Board/committee meetings—indicative of adequate engagement baseline for Dubey .
• Ownership alignment: Holds meaningful equity via shares, RSUs, and legacy awards; director RSUs vest on tenure, not performance; company prohibits hedging/pledging; director pay capped and subject to clawback policy under the 2024 Plan .
• Outside commitments: Serves on three other public boards (Naspers, Prosus, Fortive; chair at Fortive); Company policy caps public board service at four (including MTCH), which she meets—monitor for time‑commitment strain .
• Shareholder sentiment: 2024 say‑on‑pay approval exceeded 93% following investor outreach and program changes—positive signal of governance responsiveness, though executive‑focused .
• Structural improvements: Proposal to declassify the Board beginning 2026 (annual elections by 2028) reflects alignment with best practices if approved .

RED FLAGS

• Not independent; absence from key committees (Audit, Compensation, Nominating) reduces direct oversight role .
• Multiple outside public boards at the company’s maximum threshold; chair role at Fortive increases time demands .
• Legacy PSUs/options from prior employment could create perceived alignment issues distinct from director program (informational note; no related‑party transactions in 2024) .

Director Compensation (2024 detail)

Notes on MTCH Compensation Framework (context)

• Non‑employee director RSU grants: $250,000 at annual meeting; vest at earlier of 1‑year anniversary or next annual meeting; dividend equivalents for awards granted on/after Feb 1, 2024; unvested RSUs accelerate on change in control .
• Director ownership guideline: 5× annual cash retainer within five years; unvested RSUs/PSUs and unexercised options excluded from compliance .
• Company policy prohibits hedging and pledging; awards subject to clawback .