Spencer Rascoff
Match GroupAbout Spencer Rascoff
Spencer Rascoff, age 49, was appointed Chief Executive Officer of Match Group on February 4, 2025 after serving on the Board since March 2024; he holds a BA from Harvard University and is a seasoned consumer-tech operator (Zillow co-founder/CEO; Hotwire co-founder; Pacaso co-founder/chair) . Under his tenure as CEO to date, MTCH delivered Q3 2025 revenue of $914M (+2% y/y) with net income margin of 18%, and for FY2024 prior to his start, revenue grew 3% y/y with AOI margin of 36% achieved, framing current execution and targets he now leads .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| 75 & Sunny Ventures | Founder & CEO | 2021–present | Startup studio/family office investing and mentoring early-stage companies . |
| Pacaso | Co-founder; Chair of the Board | 2020–present | Built proptech marketplace for second-home ownership . |
| Zillow Group | Co-founder; CEO | 2005–2019 (CEO 10 yrs) | Scaled category-defining consumer internet platform; public company leadership . |
| Expedia | VP, Lodging | 2003–2005 | Post-Hotwire acquisition operating leadership . |
| Hotwire | Co-founder; VP Corp Dev | 1999–2003 | Built/exit of online travel marketplace to Expedia . |
| TPG Capital | Investment professional | 1999–2000 | Private equity investing experience . |
| Goldman Sachs | Investment banker | 1997–1999 | Early career in investment banking . |
| Harvard University | Visiting Professor | 2019–present | Teaching entrepreneurship/startups . |
External Roles
| Organization | Role | Years | Notes |
|---|---|---|---|
| Palantir Technologies | Director (public company) | 2020–2022 | Board service at data/AI company . |
| TripAdvisor | Director (public company) | 2013–2020 | Consumer internet board experience . |
| Supernova SPACs I/II/III | Director | 2020–2023 | Public company SPAC boards . |
| Urban Outfitters | N/A for Rascoff; listed for other director | — | Not applicable to Rascoff (context from proxy) . |
| Harvard-Westlake School | Trustee | Not specified | Non-profit board (per company bio) . |
Fixed Compensation
| Element | Terms | Effective/Grant Dates |
|---|---|---|
| Base Salary | $800,000 per year | Effective Feb 4, 2025 . |
| Target Annual Bonus | 200% of base salary; discretionary with formulaic performance goals set by the Compensation & HR Committee; payable subject to continued employment through pay date | 2025 plan year . |
| 2026 Equity Target | Not less than $12,000,000 grant-date value (40% RSUs / 60% PSUs on rTSR terms no less favorable than 2025 PSU terms) | FY2026 . |
Performance Compensation
Long-term Equity Awards (Granted March 1, 2025)
| Award Type | Grant-date Value | Metric / Terms | Vesting |
|---|---|---|---|
| RSUs | $7,200,000 | Time-based | 1/3 on first anniversary of grant; thereafter 1/12 quarterly (8 quarters), subject to continued service . |
| PSUs (rTSR) | $10,800,000 (target) | Relative TSR vs Nasdaq Composite; 0–200% payout: 30th pct=30%; 55th pct=100%; 90th pct=200%; if absolute TSR negative, cap at 100% | Cliff vest on 3rd anniversary, subject to continued employment and certified performance . |
| Value Creation Award (PSUs) | $30,000,000 | Stock price hurdles: $40, $50, $60 (VWAP for 45 consecutive calendar days during the last year of the 3-year period); each tranche: 50% vests at hurdle achievement, 50% at end of period; 90-day extension if hurdle met in last 10 trading days | End of 3-year performance period (Feb 4, 2028, with extension mechanics) and partial at hurdle achievement as above . |
Annual Bonus Framework
- Eligibility: Discretionary annual cash bonus with formulaic goals set by the Committee; target 200% of salary; specific 2025 metrics not disclosed in the 8-K (prior-year company program used Revenue and AOI Margin for NEOs generally) .
Payout and Vesting Mechanics Under Termination/CoC
| Scenario | Cash Severance | Bonus | Equity Treatment | Healthcare |
|---|---|---|---|---|
| Termination without Cause / Resignation for Good Reason (outside CoC window) | 12 months base | Target bonus; plus prior-year earned but unpaid bonus | RSUs/PSUs: vesting credit for next 12 months; PSUs pro-rated if performance period ends after +12 months; Value Creation Award: per Exhibit C-2 (see below) | 12 months Company-paid (or taxable stipend), with gross-up for taxes; ceases upon comparable coverage . |
| CoC + Qualifying Termination (within 12 months post-CoC) | 18 months base | 1.5x target bonus; plus prior-year earned but unpaid bonus | Performance awards deemed at greater of target or actual as of CoC; vest thereafter; healthcare for 18 months | 18 months . |
| Value Creation Award (VCA) on Qualifying Termination | If $40/$50/$60 Standard FMV already achieved: 1/6 of respective tranche vests at termination; otherwise 1/3 of the tranche remains outstanding up to 1-year post-termination (or to May 4, 2028 if earlier) and vests upon achieving $40/$50/$60 Post‑Termination FMV (45‑day VWAP) | As specified | As specified | N/A |
Equity Ownership & Alignment
- Hedging and pledging: Company prohibits directors and officers from hedging (options, swaps, collars) and pledging/margin accounts in Match Group stock; short sales prohibited .
- Clawback: All awards under the 2024 Plan are subject to Match Group’s Compensation Recoupment Policy (clawback) .
- CEO post-exercise holding: Upon exercise of options or SARs by the CEO, net shares are subject to a 12-month holding period or until termination, whichever is earlier .
- Net settlement practice: Beginning 2025, Match Group net settles employee equity awards for taxes; dilutive impact framework disclosed (8.5M net dilution at 1/31/25 under assumptions) .
- Stock ownership guidelines: Company states it maintains executive stock ownership guidelines (details not specified in 2025 proxy excerpt) .
Employment Terms
| Term | Detail |
|---|---|
| Role/Reporting | CEO; reports to Board; nominated to stand for election during term . |
| Location | Principal location Los Angeles, CA; travel as needed . |
| Term | One-year initial term from Feb 4, 2025 with automatic one-year renewals unless 90-day non-renewal notice; at-will employment . |
| Restrictive covenants | Confidentiality; 12-month non-solicit of employees and business partners post-employment; IP assignment; no explicit non-compete covenant in the agreement excerpts . |
| Indemnification | Company indemnification to the maximum extent permitted by law . |
| 409A, 280G | Agreement structured to comply with 409A; includes 280G “best net” cutback to avoid excise tax unless after-tax amount is higher without cutback . |
Board Governance
| Item | Status |
|---|---|
| Board seat | Director and CEO; Board lists one management representative (CEO) and the rest independent . |
| Independence | Board determined Rascoff was independent during 2024 when he served as a non-employee director; as CEO in 2025 he is management (non-independent) . |
| Committees | Board committees (Audit; Compensation & HR; Nominating & Governance) comprise independent directors; Rascoff not listed as a committee member in the proxy . |
| Chair/CEO split | Independent Chair (Thomas J. McInerney) since 2021; Board favors separation of roles . |
| Declassification | Company proposed board declassification beginning with 2026 elections; Board solicited stockholder approval at 2025 Annual Meeting . |
| Attendance | Board met eight times in 2024; all then-incumbent directors attended ≥75% of meetings except one director noted in proxy . |
Director Compensation (context)
- Plan design: 2024 Plan caps non-employee director aggregate annual compensation at $750k ($1M for new appointees). Rascoff, as CEO, is not a non-employee director; his compensation is per CEO employment agreement and equity awards above .
Compensation Peer Group and Say‑on‑Pay
- Peer group (September 2023, updated September 2024): Includes Akamai, eBay, IAC, Pinterest, Take‑Two, DocuSign, Etsy, Roblox, Zillow, Dropbox, GoDaddy, Snap; adds DraftKings, Instacart (CART), Light & Wonder (LNW), Lyft; removes DoorDash, EA, Spotify in 2024 refresh .
- 2024 say‑on‑pay support: >93% approval after outreach and program updates (revenue and AOI margin metrics added to bonus program) .
Performance & Track Record (MTCH under current plan)
| Period | Revenue | AOI/AOI Margin | Notes |
|---|---|---|---|
| FY 2024 | $3.479B (+3% y/y) | AOI $1.252B; AOI margin 36% | Operating income $823M (24% margin); FCF $882M . |
| Q3 2025 | $914M (+2% y/y) | Adjusted EBITDA $301M (33% margin) | Net income $161M (18% margin); excluding certain charges, Adj. EBITDA margin 40% . |
Risk Indicators & Governance Signals
- Hedging/pledging prohibited; short sales prohibited (alignment positive) .
- Clawback policy in effect for equity awards (alignment positive) .
- Double-trigger CoC severance; performance deemed ≥ target upon CoC for outstanding awards (market standard; potential shareholder cost mitigated by 280G cutback) .
- Activism/governance: Board refreshment and governance enhancements (declassification proposal) and public engagement with Anson Funds in April 2025 .
- Litigation context: Company settled decade-old Candelore v. Tinder; multiple shareholder litigation press releases in Jan 2025; not specific to CEO, but relevant backdrop .
Investment Implications
- Pay-for-performance alignment: Very high at-risk pay mix—target bonus at 200% of salary and three equity components, including a $30M “Value Creation Award” with stringent $40/$50/$60 45-day VWAP hurdles concentrated in the final year of the 3-year period—creates strong incentives to deliver durable product/monetization execution and sustained stock performance into 2027–2028 .
- Retention and turnover risk: One-year rolling term and standard 12-month severance outside CoC (18 months in CoC) with continued equity eligibility reduce near-term transition risk; 12‑month non‑solicit and strong confidentiality protect human capital and IP, though absence of a non‑compete is notable (market typical for CA-centric execs) .
- Trading signals: Monitor sustained advances toward $40/$50/$60 VWAP hurdles in the 2/5/27–2/4/28 measurement window; partial vestings occur upon hurdle achievement (1/6 per tranche) and could create incremental supply upon settlement, while remaining 1/6 per tranche vests at period end, contingent on employment—timing may influence insider Form 4 cadence near thresholds .
- Governance quality: Independent Chair, fully independent key committees, prohibition on hedging/pledging, clawback, and declassification initiative are shareholder-friendly; 2024 say‑on‑pay >93% suggests investor support for the compensation framework .
- Early operational read-through: Under Rascoff’s early tenure, Q3 2025 met revenue and exceeded Adj. EBITDA expectations ex‑charges, with CEO emphasizing product velocity and trust & safety—supportive of execution focus embedded in incentives .
Note: All compensation and governance terms above are sourced from Match Group’s February 4, 2025 CEO employment 8‑K and the April 29, 2025 proxy. Actual award share counts depend on grant-date pricing and performance outcomes .