Adam Cahan
VimeoAbout Adam Cahan
Adam Cahan (age 53) is a senior technology executive with 25+ years across media technology and telecom; he was most recently CEO of PAX, previously served on the supervisory board of ProSiebenSat.1 Media, and held leadership roles at Yahoo (SVP, Mobile, Video & Emerging Products), founded IntoNow (acquired by Yahoo), was CEO of Auditude (acquired by Adobe), EVP Strategy & Business Operations at MTV Networks, and worked at Google, McKinsey & Co., and NBC Universal; he holds a BA from Brown University and an MBA from Columbia Business School . He is a new director nominee at Vimeo to be elected at the June 9, 2025 Annual Meeting, has been determined independent under Nasdaq rules, and upon election will join the Audit Committee and the Compensation & Human Capital Management Committee .
Past Roles
| Organization | Role | Tenure (if disclosed) | Committees / Impact |
|---|---|---|---|
| PAX (health & wellbeing CPG) | Chief Executive Officer | Most recent role (dates not disclosed) | CEO leadership in technology-based consumer goods |
| ProSiebenSat.1 Media (Europe) | Supervisory Board Director | Not disclosed | Board oversight at major European media company |
| Yahoo | SVP, Mobile, Video & Emerging Products | Not disclosed | Led mobile/video products |
| IntoNow | Founder & Chief Executive Officer | Not disclosed | Acquired by Yahoo; consumer tech innovation |
| Auditude | Chief Executive Officer | Not disclosed | Video SaaS; later acquired by Adobe |
| MTV Networks | EVP, Strategy & Business Operations | Not disclosed | Corporate strategy/operations leadership |
| Google; McKinsey & Company; NBC Universal | Leadership roles | Not disclosed | Various leadership/consulting roles |
| National Geographic Television | Associate producer, wildlife filmmaker | Career start | Content production in Zaire, Africa |
External Roles
| Organization | Role | Status |
|---|---|---|
| ProSiebenSat.1 Media | Supervisory Board Director | Served (past tense; current status not disclosed) |
| Other U.S. public company boards | — | None disclosed in VMEO proxy |
Board Governance
- Committee assignments (upon election): Member, Audit Committee (new chair to be Lydia Jett); Member, Compensation & Human Capital Management Committee .
- Independence: Board determined Cahan is independent under Nasdaq rules; Audit and Compensation committee members meet heightened independence standards .
- Election mechanics: Cahan is one of three nominees elected by holders of common stock voting as a separate class at the 2025 Annual Meeting .
- Attendance baseline: The Board met 7 times in 2024; each incumbent director attended at least 75% of Board and committee meetings (Cahan not on the Board in 2024) .
- Executive sessions and leadership: Independent directors meet in executive sessions; no lead independent director; Non-Executive Chair role separated from CEO .
Fixed Compensation
| Component | Amount/Terms | Notes |
|---|---|---|
| Annual cash retainer (Board) | $50,000 | Paid to non-employee directors . |
| Audit Committee – Chair | $20,000 | Annual fee . |
| Audit Committee – Member (incl. Chair) | $10,000 | Annual fee . |
| Compensation & HCM Committee – Chair | $20,000 | Annual fee . |
| Compensation & HCM Committee – Member (incl. Chair) | $5,000 | Annual fee . |
| Nominating & Corporate Governance Committee | — | No fees disclosed . |
| Equity grant (RSUs) | $200,000 grant-date value annually upon re-election | Vests in two equal installments on each of first two anniversaries; unvested RSUs forfeited on service termination; full acceleration on change in control if service terminates; reimbursement of reasonable meeting expenses . |
| Deferred Compensation Plan | Voluntary deferral of cash fees to share units or a cash fund | Cash fund credited at JPMorgan weighted average prime rate; distributions after board service ends; dividends credited as equivalents on share units . |
Performance Compensation
| Performance Element | Details |
|---|---|
| Performance-based metrics for directors | None disclosed; director equity awards are time-based RSUs (no performance metrics specified) . |
Other Directorships & Interlocks
- Compensation Committee interlocks: Committee comprised of Mo Koyfman (Chair) and Adam Gross in 2024; no interlocks involving VMEO executive officers serving on other companies’ boards where those companies’ executives serve on VMEO’s Board .
- Compensation consultant: Semler Brossy engaged in 2024; committee assessed independence and found no conflicts; consultant reports directly to the committee .
Expertise & Qualifications
- Core competencies cited by VMEO: Finance, Artificial Intelligence, Corporate Governance, Compensation; product-led growth expertise and CEO leadership experience .
- Independence and committee fit: Board determined independence; slated for Audit and Compensation committees, aligning with his finance/compensation/technology background .
Equity Ownership
| Holder | Common Shares | Class B Shares | % of Vote (All Classes) | Notes |
|---|---|---|---|---|
| Adam Cahan | — | — | — | As of April 21, 2025, beneficial ownership for Cahan is listed as “—” (no reported holdings) . |
Stock ownership guidelines (apply to non-employee directors and Section 16 officers):
- Directors are encouraged to hold at least 5x the value of the annual cash retainer; officers: CEO 5x salary; other Section 16 officers 3x salary .
- Counting rules: Includes directly/indirectly owned shares, qualified plans, deferred share units, and RSUs; excludes options/SARs and performance-vested RSUs until performance achieved; 5-year compliance window from July 26, 2023 or date of becoming a director .
- Company policy prohibits hedging, pledging, short sales, and trading in derivatives on VMEO stock .
Related-Party Transactions and Conflicts
- Related-party policy: Transactions ≥$120,000 with a related party require Audit Committee review/approval .
- Disclosed related-party relationships involve IAC and Angi due to relationships with certain directors (Diller, von Furstenberg); no related-party transactions are disclosed involving Adam Cahan .
- Independence determination: Cahan deemed independent under Nasdaq rules; Audit and Compensation committee independence requirements also met .
- RED FLAGS: None disclosed for Cahan (no pledging, hedging prohibited; no related-party transactions; no tax gross-ups; no option repricing without shareholder consent) .
Say-on-Pay and Shareholder Feedback (Context)
- 2024 Say‑on‑Pay: Approximately 98% approval, indicating strong shareholder support of compensation practices .
- Compensation governance practices include a clawback policy, stock ownership guidelines, fully independent comp committee and consultant, no single-trigger CIC, no tax gross-ups, no hedging/pledging, and no option repricing without shareholder consent .
Insider Trades
| Item | Disclosure |
|---|---|
| Form 4 activity for Adam Cahan | Not disclosed in the proxy; Cahan was a 2025 nominee with no reported beneficial ownership as of April 21, 2025 . |
Governance Assessment
- Positives: Independent nominee slated for both Audit and Compensation committees; meets heightened independence standards for these committees; strong board-level governance practices (clawback, ownership guidelines, no hedging/pledging), and robust say‑on‑pay support (98%) bolster investor confidence .
- Alignment: While Cahan reported no VMEO ownership as of the record date, annual time-based RSUs and 5x retainer ownership guideline should increase alignment over the 5‑year compliance window after election .
- Conflicts: No related‑party transactions disclosed for Cahan; existing related‑party arrangements (IAC/Angi sublease and historical agreements) do not involve him; board has formal RPT review policy, reducing conflict risk .
- Engagement baseline: Board held 7 meetings in 2024 with ≥75% attendance by incumbents; attention to cybersecurity and risk oversight occurs at Audit Committee, aligning with Cahan’s slated membership .
RED FLAGS: None disclosed specific to Adam Cahan (no attendance issues, no RPTs, no hedging/pledging, no tax gross‑ups, no option repricing) .