Glenn H. Schiffman

About Glenn H. Schiffman

Glenn H. Schiffman (age 55) is Chairman of the Board at Vimeo, Inc. and has served as a director since May 2021; he became Chairman in March 2023. He is Executive Vice President and CFO of Fanatics, Inc. since August 2021; he holds a degree in economics and history from Duke University and was named Institutional Investor’s CFO of the Year (Midcap Internet) in 2018 and 2021 . His background includes senior finance and investment banking roles at IAC/InterActiveCorp, Angi, Guggenheim Securities, The Raine Group, Lehman Brothers, and Nomura, with extensive experience in M&A, risk oversight, and information security governance .

Past Roles

External Roles

Board Governance

• Independence: The Board determined Schiffman is independent under Nasdaq Marketplace Rules; all Audit and Compensation & HCM Committee members met heightened independence standards .
• Leadership structure: Chair and CEO roles are separated; Schiffman has served as Chairman since March 2023, bringing finance, risk, information security, and capital markets expertise .
• Attendance: The Board met seven times in 2024; each incumbent director attended at least 75% of Board and committee meetings; all directors attended the 2024 annual meeting .
• Committees: Board has three standing committees (Audit; Compensation & Human Capital Management; Nominating & Corporate Governance), all comprised solely of independent directors .
• Executive sessions: Independent directors meet in scheduled executive sessions without management; no lead independent director .
• Cybersecurity oversight: The Audit Committee oversees cybersecurity and data-related risks; the CISO reports regularly to the Audit Committee .

Fixed Compensation

Performance Compensation

• Clawback policy: Company maintains a Rule 10D-1-compliant policy to recoup incentive-based compensation from current/former Section 16 officers upon accounting restatements; filed as Exhibit 97.1 to the 2024 Annual Report .
• Stock ownership guidelines: Non-employee directors are encouraged to hold shares equal to 5x annual cash retainer; compliance monitored, and as of proxy date all Section 16 officers and non-employee directors were in compliance .
• Hedging/short sales: Directors are prohibited from hedging, trading in derivatives on Vimeo stock, and short selling .

Other Directorships & Interlocks

Expertise & Qualifications

• Core competencies: Accounting, finance, risk management/assessment, information security/data privacy, cybersecurity .
• Credentials: Extensive M&A and capital markets experience (Lehman/Nomura, Guggenheim, Raine); CFO roles at IAC/Angi/Fanatics; information security oversight at IAC and Fanatics .

Equity Ownership

• Stock ownership guidelines: Non-employee directors encouraged to hold 5x retainer; all directors in compliance as of proxy .
• Hedging/derivative trading/short selling prohibited for directors .

Insider Trades (Form 4)

Fixed Compensation (Non-Employee Director Program Structure)

Note: Schiffman participated in this program until his appointment as Chairman in March 2023; his chairman award replaced standard director compensation .

Performance Compensation (Chairman Awards)

• Clawback policy: Company has Rule 10D-1-compliant clawback for incentive-based compensation from Section 16 officers upon restatement; administered by Compensation & HCM Committee .

Say-on-Pay & Shareholder Feedback (Merger-related)

Governance Assessment

• Positives

  • Independent Chairman separate from CEO enhances oversight and board effectiveness; committees comprised solely of independent directors; Audit Committee actively oversees cybersecurity risk .
  • Strong engagement: At least 75% meeting attendance by all incumbent directors and full attendance at the 2024 annual meeting .
  • Ownership alignment: Schiffman’s open-market purchases in 2024 and 2025 increased his holdings, reinforcing “skin in the game” and confidence signals .
  • Clear ownership guidelines (5x retainer) and hedging prohibitions support long-term alignment and discourage misaligned risk .

• Watch items / potential conflicts

  • Interlocks with Angi: Schiffman sits on Angi’s Board while Vimeo has a related-party office sublease with an Angi subsidiary; material lease liabilities and rent expense persist through 2028, creating perceived conflict risks, albeit governed by policy and disclosed as related-party transactions .
  • IAC ties: Historical IAC relationship and ongoing agreements; while there were no charges in 2024, rent paid to IAC remained significant, warranting continued scrutiny of related-party exposure .
  • Pay structure: Chairman awards are time-based with full change-in-control acceleration, lacking explicit performance metrics; investors should evaluate alignment, especially in the context of potential payouts upon corporate transactions .

• Overall signal

  • Governance framework reflects independence and active oversight; Schiffman brings deep finance, risk, and security credentials. Open-market buying is a positive alignment signal. Related-party exposures with Angi and IAC are managed via policy and disclosure but remain areas for heightened monitoring by investors .