Adam Gross

About Adam Gross

Adam Gross (age 53) has served on Vimeo’s Board since May 2021 and was Interim CEO from September 1, 2023 through April 8, 2024. He is currently an independent director and a member of the Compensation & Human Capital Management Committee. His background spans senior leadership in cloud software (CEO of Heroku at Salesforce), product and marketing roles at Dropbox, and founding multiple technology startups; he also holds non-profit board roles at Reboot and has served on the board of BuildKite, Inc.

Past Roles

External Roles

Board Governance

• Committee assignments: Member, Compensation & Human Capital Management Committee (joined June 18, 2024, replacing Jay Herratti). In 2024, Board committees held Audit: 4 meetings; Compensation: 5; Nominating: 1.
• Independence: Board determined Gross is independent under Nasdaq rules effective upon conclusion of his interim CEO service; Board committees are composed solely of independent directors.
• Attendance: Board met 7 times in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors at the time attended the 2024 annual meeting.
• Executive sessions: Independent directors meet without management from time to time; no lead independent director designated.
• Governance policies: Code of Conduct and Insider Trading Policy (including prohibition on hedging, short sales, and derivatives) are in place; stockholder communications process established.

Fixed Compensation

• Deferred Compensation Plan: Directors may defer fees into share units or a cash fund; share units accrue dividend equivalents; payouts occur after Board service ends. Gross deferred $39,066 in 2024 (8,194.554 share units).

Performance Compensation

• Interim CEO cash compensation and bonus (context): Base salary at $600,000 through Apr 8, 2024; discretionary bonus $836,066 (determined in March 2024) reflecting leadership during transition; additional special advisory fee $90,000 during onboarding of new CEO.

Performance Metric Context (used in 2024 NEO incentive decisions)

• Bonus determinations for executives considered Adjusted EBITDA, bookings, profitability, and strategic execution; director compensation is not formulaic or performance-based.

Other Directorships & Interlocks

• Compensation Committee interlocks: None; Gross served as Interim CEO (2023–2024) but no reciprocal board/compensation committee interlocks with other companies.

Expertise & Qualifications

• Core competencies cited by the Board: Finance; Information Security & Data Privacy; Cybersecurity; Artificial Intelligence; Corporate Governance.
• Leadership and product expertise across cloud platforms and collaboration software.

Equity Ownership

• Outstanding RSUs at 12/31/2024: 22,222 (grant 6/6/2023) and 44,444 (grant 6/13/2024).
• Director ownership guidelines: Directors encouraged to hold ≥5x annual cash retainer; as of the proxy date, all non-employee directors are in compliance.
• Hedging/Pledging: Prohibited by Insider Trading Policy.

Governance Assessment

• Independence and committee role: Gross regained independence immediately after interim CEO service, and serves on the Compensation & Human Capital Management Committee. While prior executive service can present perceived risks on compensation oversight, the Board affirmed independence per Nasdaq standards and committee composition is fully independent.
• Attendance and engagement: Board and committee attendance thresholds met; presence at annual meeting by all directors signals engagement.
• Director pay structure: Mix of cash retainer/committee fees plus time-based RSUs supports ownership alignment; Gross also utilized the deferred compensation plan to hold share-linked units, increasing skin-in-the-game.
• Special advisory fee: The $90,000 board advisory fee for transition support is non-routine; rationale was transition oversight during onboarding of the CEO. This is disclosed and limited in scope.
• Ownership alignment: Gross’s beneficial ownership and outstanding RSUs, combined with ownership guidelines compliance, support alignment; company prohibits hedging/short sales.
• Structural control considerations (broader governance): Barry Diller controls all Class B shares (9,399,250) with 36.5% aggregate voting power, and related-party arrangements exist with IAC and Angi (e.g., subleases and prior service agreements). These are disclosed, with no charges under separation/tax/transition agreements in 2024; rent expense paid to IAC was $3.4 million in 2024. While not directly tied to Gross, concentrated voting power and related-party ties are governance considerations for investors.
• Say-on-Pay support: 2024 say-on-pay approval ~98%, indicating investor endorsement of executive pay practices.

RED FLAGS

• Prior executive tenure while now on Compensation Committee may present perceived conflicts; mitigated by independence determination and full independent committee composition.
• Concentrated voting power via Class B stock increases control risk; monitoring of related-party transactions advisable.

Signals supportive of investor confidence

• Clear independence determination timing for Gross; full independent committees.
• Strong say-on-pay outcome and presence of clawback policy and stock ownership guidelines.
• No hedging/short sales allowed; transparent disclosure of director compensation and deferrals.