Jay Herratti
VimeoAbout Jay Herratti
Jay Herratti (age 58) has served as an independent director of Vimeo since December 2021 and is currently a member of the Audit Committee. He is CEO & Executive Director of TED Conferences LLC (CEO since April 2021), with prior leadership roles at IAC (including CEO of CityGrid Media), Federated Department Stores, The Boston Consulting Group, and GE Capital. The Board has affirmatively determined his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| TED Conferences LLC | CEO & Executive Director | CEO since Apr 2021; joined TED in 2014 | Leads strategy and operations; digital media platform stewardship |
| IAC – CityGrid Media | CEO | 2007–2012 | Led local media platform; P&L accountability |
| IAC – Corporate | SVP Strategic Planning | 2005–2007 | Corporate strategy development |
| IAC – HSN/Electronic Retailing | SVP Strategy & Business Development | 2004–2005 | Growth initiatives and BD |
| Federated Department Stores | Senior role | Not disclosed | Retail operations/strategy exposure |
| The Boston Consulting Group | Senior role | Not disclosed | Management consulting expertise |
| GE Capital | Senior role | Not disclosed | Financial services/operational discipline |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| West Monroe Partners LLC (digital services firm) | Director | Since Jan 2023 | Private company board seat |
| Nutrisystem, Inc. (public) | Director | 2013–2019 | Weight management products/services |
| Constant Contact, Inc. (public) | Director | 2012–2018 | SaaS email marketing |
Board Governance
- Committee assignments: Audit Committee member; previously served on Compensation & Human Capital Management Committee until June 18, 2024 .
- Independence: Board determined Herratti satisfies Nasdaq director independence standards; Audit Committee members meet Rule 10A-3 independence requirements .
- Attendance: Board met seven times in 2024; each incumbent director attended at least 75% of Board and committee meetings .
- Executive sessions: Independent directors meet in scheduled executive sessions without management; no lead independent director; committee chairs update the Board each meeting .
Fixed Compensation
| Component | 2024 Structure | Herratti 2024 Actual |
|---|---|---|
| Annual cash retainer (Board) | $50,000 | $62,321 (includes committee fees) |
| Audit Committee member fee | $10,000 | Included in above |
| Audit Committee chair fee | $20,000 | N/A |
| Compensation Committee member fee | $5,000 | Served until Jun 18, 2024 |
| Compensation Committee chair fee | $20,000 | N/A |
| Meeting fees | Not disclosed | Not disclosed |
Performance Compensation
| Equity Award | Grant Mechanics | Grant-Date Fair Value (2024) | Vesting | Performance Metrics |
|---|---|---|---|---|
| Annual RSUs for non-employee directors | Granted upon re-election at annual meeting; target $200,000 | $171,998 (Herratti) | Two equal installments over two years; accelerates upon change in control if service terminates | None (time-based only) |
Other Directorships & Interlocks
- Public company board history: Nutrisystem (2013–2019) and Constant Contact (2012–2018) .
- No disclosed interlocks with major Vimeo competitors, suppliers, or customers; Board independence affirmed .
- Vimeo maintains related-party arrangements primarily with IAC (leases/agreements), but no transactions are disclosed involving Herratti personally .
Expertise & Qualifications
- Core competencies: Risk management/assessment; Information security and data privacy; Artificial intelligence; Environment/climate change; Corporate governance .
Equity Ownership
| Holder | Beneficial Ownership (shares) | % of Class | Components |
|---|---|---|---|
| Jay Herratti | 101,482 | * (less than 1%) | 57,038 shares held directly; 44,444 RSUs vesting within 60 days of Apr 21, 2025 |
| Outstanding RSUs (as of 12/31/2024) | 66,666 | N/A | Aggregate RSUs held; director awards vest in two tranches |
- Stock ownership guidelines: Non-employee directors encouraged to hold shares ≥5x annual cash retainer; compliance reported for all directors .
- Hedging/short sales prohibited by insider trading policy; derivatives and shorting banned .
Governance Assessment
- Committee effectiveness: Audit membership and prior Compensation service indicate engagement in oversight of financial reporting, cybersecurity, and pay governance; independence confirmed under Nasdaq and SEC rules .
- Attendance and engagement: Meets minimum 75% threshold; participates in executive sessions framework, supporting board independence and oversight processes .
- Compensation alignment: Director pay mix emphasizes equity with time-based RSUs, promoting ownership; guidelines and hedging bans strengthen alignment. No director performance metrics, tax gross-ups, or option repricing disclosed—positive signals .
- Potential conflicts: Prior IAC affiliation noted; however, no related-party transactions disclosed for Herratti and independence affirmed. Ongoing IAC-related leases are monitored under related-party policy and do not involve Herratti individually .
RED FLAGS: None disclosed specific to Herratti. No low attendance, related-party transactions, hedging/pledging, option repricing, or compensation anomalies identified in the proxy .