Stephen Bailey
Match GroupAbout Stephen Bailey
Stephen Bailey, age 45, is an independent director of Match Group and has served on the Board since 2020. He is the Co‑Founder and CEO of ExecOnline, and previously was CEO and Chief Product Officer of Frontier Strategy Group; earlier in his career he was an associate at Wilmer Hale. His board biography highlights expertise in leadership development, executive coaching, succession planning, business development, and consumer-facing technology, with first-hand experience scaling startups internationally . The Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| ExecOnline | Co‑Founder & CEO | 2011 – Present | Leadership development focus; scaling B2B solutions |
| Frontier Strategy Group (FSG) | CEO & Chief Product Officer | 2006 – 2011 | Strategy, product leadership |
| Wilmer Hale | Associate | 2004 – 2006 | Legal training/background |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Ibotta, Inc. (Public) | Director | 2024 – Present | Public company board experience |
| Prospect Schools (NYC charter network) | Board Trustee | 2019 – Present | Education governance |
| Truman Center for National Policy | Board Chair | 2006 – Present | Policy leadership |
Board Governance
- Independence and structure: Bailey is an independent director. MTCH’s Board has three standing committees (Audit; Compensation & Human Resources; Nominating & Corporate Governance), each fully independent. Independent directors meet in executive sessions at least twice per year, led by the independent Board Chair (Thomas J. McInerney) .
- Committee assignments: Audit Committee member (with Glenn Schiffman; Chair: Alan G. Spoon). Audit met 9x in 2024; Board met 8x .
- Attendance: In 2024, all then-incumbent directors attended at least 75% of Board/committee meetings except Wendi Murdoch; thus Bailey met the 75% threshold disclosure standard .
- Governance enhancements: Management is seeking stockholder approval to declassify the Board beginning with the 2026 annual meeting; upon approval, all directors would be elected annually by 2028 .
- Risk oversight: As an Audit member, Bailey participates in oversight of financial reporting, internal controls, enterprise risk assessment, information security and data privacy. Info security leadership provides quarterly briefings to the Audit Committee .
- Independence affirmation: The Board determined in 2025 that Bailey is independent; Audit and Compensation committee members meet heightened SEC/Nasdaq independence standards .
Fixed Compensation
| Component | Program Terms (Directors) | Stephen Bailey 2024 Amount |
|---|---|---|
| Annual cash retainer | $50,000 cash to all non‑employee directors, paid quarterly | Included in cash total |
| Committee membership fees | Audit: +$10,000; Comp & HR: +$5,000; Nominating: +$5,000 (members). Committee Chairs: +$20,000 (Audit/Comp), +$15,000 (Nominating) | Audit member fee included |
| Meeting fees | None disclosed beyond retainers | N/A |
| 2024 cash actually paid | — | $60,000 cash (retainer + Audit member fee) |
Notes: Non‑employee director total annual compensation is capped at $750,000 (new directors: $1,000,000) under the equity plan .
Performance Compensation
| Element | Grant Policy | 2024 Grant (Stephen Bailey) | Vesting | Change-in-Control Treatment |
|---|---|---|---|---|
| Director RSUs | Annual RSU grant of $250,000 on the date of the annual meeting; initial off‑cycle grants prorated. Beginning 6/20/2024, vests on earlier of 1 year or next annual meeting | $249,972 grant date fair value | As above; director RSUs include dividend equivalents that pay only if vesting occurs | Full acceleration of unvested director RSUs upon a change in control |
No performance-based metrics apply to director equity; awards are time‑based to align with stockholders via equity ownership .
Director Compensation (Actual 2024)
| Item | Amount |
|---|---|
| Fees paid in cash | $60,000 |
| Stock awards (grant-date fair value) | $249,972 |
| Total | $309,972 |
Other Directorships & Interlocks
- Current public board: Ibotta, Inc. (Director, 2024–Present) .
- Potential interlock: Fellow MTCH director Ann L. McDaniel serves on ExecOnline’s Board of Advisors (2020–Present), while Bailey is ExecOnline’s Co‑Founder & CEO—this is an informational link within the Board’s network. No related‑person transactions were reported in 2024 .
Expertise & Qualifications
- Core skills: Leadership development, executive coaching, succession planning, business growth and strategy, consumer tech and management processes; international scaling from early-stage to larger platforms .
- Board contribution: Perspective on leadership, strategy, and growth for consumer-facing technology businesses .
Equity Ownership
| Ownership Item | Detail |
|---|---|
| Shares beneficially owned (4/11/2025) | 12,398 shares (beneficial ownership table) |
| Outstanding RSUs (12/31/2024) | 8,061 unvested director RSUs |
| Options | None disclosed for Bailey as a director |
| Hedging/Pledging | Company policy prohibits hedging and pledging by directors and employees |
| Director ownership guidelines | 5x annual cash retainer; meet within 5 years of Jan 1, 2022 or first appointment |
Compensation Policies & Protections (relevant to directors)
- Clawback: Awards subject to Match Group’s Compensation Recoupment Policy and applicable exchange rules (in case of restatements) .
- Equity plan safeguards: No evergreen; no option/SAR repricing without stockholder approval; restricted dividends; non‑employee director annual pay cap; CEO post‑exercise holding period (applies to CEO, noted for plan rigor) .
Say‑on‑Pay & Shareholder Feedback (Context)
- 2024 say‑on‑pay approval exceeded 93% following outreach and program changes implemented in early 2024 .
- Ongoing engagement channels include earnings calls, investor meetings, and an Investor Day held December 11, 2024 .
Governance Assessment
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Strengths
- Independence affirmed; Audit Committee service aligns with Bailey’s executive leadership background and provides direct oversight of financial reporting, controls, and cybersecurity risk .
- Director compensation structure is conventional: balanced cash retainer plus equity that aligns interests; clear caps and plan guardrails; hedging/pledging prohibited; robust clawback policy .
- Board declassification proposal indicates responsiveness to investor preferences for annual director elections by 2028 .
- Attendance disclosure indicates Bailey met the 75% threshold in 2024 .
-
Watch‑items / potential red flags
- Single‑trigger acceleration for director RSUs upon a change in control (common for directors but some investors prefer uniform double‑trigger across all awards) .
- Soft interlock: Ann L. McDaniel’s advisory role at ExecOnline while Bailey is CEO; no related‑person transactions disclosed in 2024, but Board should continue monitoring for potential perceived conflicts if any transactions arise .
Overall, Stephen Bailey presents as an engaged, independent Audit Committee member with relevant leadership and scaling experience, ownership-aligned compensation, and no disclosed related‑party transactions or pledging. The Board’s move toward annual elections and the company’s prohibition on hedging/pledging support investor confidence .