Thomas J. McInerney
Match GroupAbout Thomas J. McInerney
Independent Chairman of the Board at Match Group since May 2021; director since 2015. Age 60. Former CFO of IAC/InterActiveCorp, CEO of Altaba (successor to Yahoo), and CFO of Ticketmaster, with deep public company board and committee experience, financial literacy, and restructuring/M&A expertise .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Altaba Inc. | Chief Executive Officer | 2017–2021 | Led wind-down/asset monetization of Yahoo successor; brings investment and governance perspective |
| IAC/InterActiveCorp | Executive Vice President & Chief Financial Officer | 2005–2012 | Financial leadership across multi-brand portfolio; restructuring/M&A expertise |
| IAC/InterActiveCorp | CEO, Retailing Division (HSN, Cornerstone Brands) | 2003–2005 | Brand portfolio growth and operations insights |
| Ticketmaster | Executive VP & Chief Financial Officer | 1999–2003 | Public company finance, investor relations |
| Morgan Stanley | Principal (and prior roles) | 1986–1988; 1990–1999 | Capital markets, corporate finance background |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Altaba | Director; Chair | 2017–Present; Chair since 2022 | Other public company directorship |
Board Governance
- Roles and independence: Independent Chairman since May 2021; Board separates Chair and CEO roles; leads agendas, meetings, and executive sessions, and advises CEO on feedback . Determined independent by the Board in 2025 .
- Committees: Chair, Nominating & Corporate Governance Committee (members: McDaniel; Spoon) . Not listed as member of Audit or Compensation committees for 2024 .
- Attendance/engagement: Board met 8 times in 2024; all then-incumbent directors, except Wendi Murdoch, attended ≥75% of Board and committee meetings (implies McInerney met threshold) . Independent directors hold executive sessions at least twice a year, led by the independent Chair .
- Governance changes in flight: Board seeking shareholder approval to declassify the Board beginning at the 2026 annual meeting (phased declassification to annual elections by 2028) .
Fixed Compensation (Non-Employee Director)
| Component | Amount/Terms | Source |
|---|---|---|
| Annual cash retainer (non-employee director) | $50,000 | |
| Board Chair additional retainer | $80,000 | |
| Committee member retainers | Audit $10,000; Compensation $5,000; Nominating $5,000 | |
| Committee chair retainers | Audit $20,000; Compensation $20,000; Nominating $15,000 | |
| 2024 actual cash fees (McInerney) | $142,500 |
Director fees are paid quarterly in arrears; directors may defer fees under the Director Deferred Compensation Plan into share units or a cash fund with deemed interest (JPMorgan prime) .
Performance Compensation (Non-Employee Director Equity)
| Element | Terms | Source |
|---|---|---|
| Annual RSU grant value | $250,000 (grant-date value) | |
| Annual RSU vesting | Vests in full on earlier of first anniversary of grant or date of next annual meeting | |
| Initial (off-cycle) RSU grant | $250,000 prorated based on days since prior annual grant; vests on schedule aligned to next annual meeting/anniversary | |
| Change-in-control (director RSUs) | Full vesting acceleration upon CIC | |
| Dividend equivalents | For awards granted on/after Feb 1, 2024; pay only if/when underlying RSUs vest | |
| 2024 equity granted (McInerney) | $249,972 grant-date fair value | |
| Cap on director compensation | Max aggregate director comp per calendar year $750,000 ($1,000,000 for a newly appointed/elected director) |
Other Directorships & Interlocks
| Type | Details | Source |
|---|---|---|
| Current public company board(s) | Altaba (Chair since 2022) | |
| Compensation Committee Interlocks | None reported for 2024 (Comp Committee members were Brenner, McDaniel (Chair), Jones, Seymon) | |
| Related-party transactions | None in 2024 (company policy requires Audit Committee review; no transactions met Item 404 threshold) |
Expertise & Qualifications
- Financial literacy and expertise in restructurings, M&A, and operations; extensive senior leadership and public board experience across media, retail, entertainment, and financial services .
- As independent Chair, leads risk oversight process and executive sessions; committee leadership on governance and board composition .
Equity Ownership
| Metric | McInerney | Notes |
|---|---|---|
| Beneficial ownership (as of Apr 11, 2025) | 344,042 shares; <1% of outstanding | |
| Outstanding director RSUs (12/31/2024) | 8,061 RSUs | |
| Stock ownership guidelines (directors) | Minimum 5x annual cash retainer within 5 years; unvested RSUs/PSUs don’t count | |
| Hedging/pledging policy | Company prohibits hedging and pledging of Match Group securities |
Director Compensation (2024) – McInerney Detail
| Cash Fees | Equity (Grant-Date FV) | Total |
|---|---|---|
| $142,500 | $249,972 | $392,472 |
| Source |
Governance Assessment
- Strengths signaling board effectiveness and investor alignment:
- Independent Chair since 2021; separation of Chair/CEO roles; executive sessions at least semiannually .
- Chairs Nominating & Corporate Governance Committee; active in board composition and governance policy oversight .
- Strong independence posture (Board’s 2025 determination); no 2024 related-party transactions reported .
- Director compensation is balanced (cash + time-vested RSUs), capped at $750k/year, with RSUs vesting by next annual meeting; dividend equivalents only upon vesting; clawback policy applies under the equity plan .
- Stock ownership guidelines (5x cash retainer) and strict anti-hedging/pledging policy support alignment .
- Governance enhancements in motion: Board declassification proposal to move to annual elections by 2028 .
- Watch items / potential investor considerations:
- Director RSUs fully accelerate upon a change in control (typical but noted for entrenchment optics); however, acceleration applies specifically to non-employee director awards .
- Attendance disclosure is aggregate; while all then-incumbent directors (except one) met ≥75%, no individual attendance rates are provided (board met 8 times in 2024) .
Context: Say-on-pay support was >93% at the 2024 annual meeting, reflecting broadly positive investor sentiment on compensation governance at Match Group .