Steven Bailey
Match GroupAbout Steven Bailey
Steven Bailey, age 43, is Match Group’s Chief Financial Officer (CFO) since March 2025; he has been with the company since 2012 across finance leadership roles, including SVP, Financial Planning & Business Operations (2022–2025) and CFO, Match Group Americas (2021–2022). He holds an MBA in Finance from Lehigh University and a BA in Finance from Bloomsburg University, with prior roles at Dow Jones (2011–2012) and Heritage Building Group (2004–2011) . In 2024, the company’s revenue grew 3% year-over-year to $3.5B, AOI margin was 36%, and free cash flow was $882M; PSUs for the 2021 grant paid out 0% given negative stock growth over the period—context for the pay-for-performance framework Bailey operates within .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Match Group | CFO (Corporate) | Mar 2025–present | Corporate CFO leadership; principal financial officer |
| Match Group | SVP, Financial Planning & Business Operations | Feb 2022–Feb 2025 | Drove FP&A and business operations across portfolio |
| Match Group Americas | CFO | Feb 2021–Jan 2022 | Segment finance leadership |
| Match Group Americas | SVP, Finance & Business Operations | Feb 2018–Jan 2021 | Advanced regional finance/ops execution |
| Match Group Americas | VP, Finance | Feb 2016–Jan 2018 | Finance leadership progression |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Dow Jones | Manager, FP&A | 2011–2012 | Corporate FP&A experience |
| Heritage Building Group | Finance/Operations roles | 2004–2011 | Foundational operating/finance skillset |
| Education | MBA (Lehigh), BA Finance (Bloomsburg) | — | Advanced finance training |
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Base Salary | $475,000 | Per CFO employment agreement |
| Target Annual Bonus | 100% of base salary | Discretionary; program aligns to revenue and AOI margin + individual |
Performance Compensation
| Metric | Weighting | Threshold | Target | Maximum | Actual (2024) | Payout % (component) |
|---|---|---|---|---|---|---|
| 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% | Committee-determined | Applied to NEOs in 2024; framework extends to senior mgmt |
| PSU rTSR (3-yr) | PSU design | 30th–90th percentile vs Nasdaq Composite | 55th percentile = 100% | Max 200% | Negative TSR cap at 100% | Vests at 3 years; rTSR table in plan |
Notes:
- In 2024, the bonus framework introduced revenue and AOI margin (70% combined) and an individual component (30%); applies to NEOs and “many programs” extend to senior management, which will include the CFO role going forward .
- PSUs are tied to 3-year relative TSR vs Nasdaq Composite, with modifiers from 0–200%; if absolute TSR is negative, the cap is 100% .
Equity Ownership & Alignment
- Stock Ownership Guidelines: CFOs are required to own shares equal to 3x base salary; compliance measured annually; unvested RSUs/PSUs and options do not count; 50% net-share retention until compliant within a 5-year window .
- Hedging & Pledging: Company prohibits hedging (derivatives, short sales, collars) and pledging (including margin accounts) for all directors, officers, and employees .
- Clawbacks: RSUs/PSUs subject to forfeiture and reimbursement for “cause” or underlying events; broad recoupment policy for accounting restatements (applies regardless of misconduct) .
Employment Terms
| Term | Detail |
|---|---|
| Appointment/Start | Appointed CFO Oct 6, 2024, effective March 1, 2025; principal financial officer |
| Contract Term | 1-year initial term; automatic one-year renewals absent non-renewal notice |
| Equity Awards (grant at/around start) | RSUs valued at $1,875,000 (vest in three equal annual installments); PSUs valued at $1,875,000 (vest at year 3, subject to performance and service) |
| Severance (Qualifying Termination) | 12 months salary continuation; accelerated vesting of awards scheduled through first anniversary (performance equity vests only if conditions are satisfied during that period); COBRA coverage or cash equivalent grossed-up for taxes up to 12 months (ceases if equivalent employer-paid coverage becomes available) |
| Non-Compete/Non-Solicit | Covenants not to compete and not to solicit employees/business partners during employment and for 12 months post-termination; confidentiality and proprietary rights obligations |
| Change-in-Control equity treatment (plan) | Generally double-trigger acceleration in 2 years post-CIC for RSUs/PSUs held at CIC date; performance goals deemed satisfied at target under plan terms in specified circumstances |
Fixed vs Equity Mix (Initial CFO Grant)
| Component | Grant Date Value | Vesting |
|---|---|---|
| RSUs | $1,875,000 | 1/3 each year on 3 anniversaries |
| PSUs | $1,875,000 (target) | Cliff vest on 3rd anniversary, subject to rTSR and continued service |
Equity Ownership & Potential Insider Selling Pressure
- Anticipated Vesting Cadence: RSUs vest annually (with quarterly vesting for some senior grants elsewhere in company programs), creating periodic taxable events; PSUs cliff at year 3 with performance gating. This cadence can create predictable windows for sales tied to tax withholding or diversification, but the trading policy and preclearance apply, and hedging/pledging is prohibited .
- Beneficial Ownership/Options: Not disclosed for Bailey in public filings to date; no option grants in the CFO agreement summary (equity is RSUs/PSUs) .
Performance & Track Record
- Internal succession: Took over principal financial officer role; prior long-tenured finance leadership roles at Match Group enhance continuity .
- Company performance context: 2024 revenue +3% Y/Y to $3.5B; AOI margin 36%; FCF $882M; share repurchases utilized 85% of FCF—a setting where bonus formula results for NEOs averaged 38% of target excluding interim role (48% including) .
- Governance and compensation program enhancements: Introduction of formulaic revenue/AOI metrics for annual bonuses; 2024 say-on-pay support >93% .
Compensation Committee & Peer Practices
- Independent advisor: Compensia engaged for peer group selection, assessments, equity usage, and risk review; Committee assessed programs as not encouraging excessive/unnecessary risk .
- Pay philosophy: Emphasis on variable, performance-based pay and long-term equity; PSUs now measured against Nasdaq Composite (broader, size-appropriate comparator) .
Investment Implications
- Alignment: CFO holds significant at-risk equity with 3-year TSR-based PSUs and annual RSUs; strict anti-hedging/pledging and clawbacks reinforce shareholder alignment .
- Retention risk vs severance: One-year term with auto-renewal, 12-month non-compete/non-solicit, and severance including one-year salary and partial vesting create balanced retention and mobility economics; no tax gross-ups broadly, but COBRA is grossed-up for severance .
- Performance gating: With bonus metrics tied to revenue and AOI margin and PSUs to rTSR, payouts depend on execution and relative stock performance; 2024 outcomes demonstrate discipline (low bonus results), reducing pay inflation risk and signaling management accountability .
- Near-term trading signals: Annual RSU vesting and potential PSU cliffs in 2028 may produce periodic selling activity tied to taxes or diversification, within tight trading policy controls; absence of hedging/pledging reduces misalignment risk .