Mo Koyfman
VimeoAbout Mo Koyfman
Independent director (age 47), serving on the Vimeo Board since May 2021; Chair of the Compensation and Human Capital Management Committee and member of the Nominating and Corporate Governance Committee. Founder and General Partner of Shine Capital; previously Managing Member of MOKO Brands, General Partner at Spark Capital, COO of Connected Ventures (including Vimeo), and investment banker at Bear Stearns; led IAC’s acquisition of a controlling stake in Connected Ventures (which included Vimeo) in December 2006 . The Board has affirmatively determined his independence under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Shine Capital | Founder & General Partner | Ongoing | Early-stage VC oversight and investment judgment applied to board compensation frameworks |
| MOKO Brands | Managing Member | Since Jan 2017 | Investment oversight; potential exposure screened by related party policy |
| Spark Capital | General Partner | Sep 2008–May 2016 | VC portfolio leadership; M&A and growth expertise |
| Connected Ventures (CollegeHumor, BustedTees, Vimeo) | Chief Operating Officer | Aug 2007–Mar 2008 | Operational leadership; familiarity with Vimeo product and business |
| IAC | M&A and Business Development | Feb 2002–Aug 2007 | Led IAC’s controlling stake acquisition of Connected Ventures (incl. Vimeo) in Dec 2006 |
| Bear Stearns | Investment Banker | Jul 2000–Feb 2002 | Capital markets experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Sefaria | Founding Board Member | Since Jan 2013 | Non-profit governance |
| Whitney Museum of American Art | Future Leadership Council | Ongoing | Cultural institution engagement |
Board Governance
- Committee assignments: Chair, Compensation & Human Capital Management; Member, Nominating & Corporate Governance. Compensation Committee held 5 meetings in 2024; Nominating held 1; Board met 7 times. Each incumbent director attended at least 75% of Board and committee meetings in 2024 .
- Independence: Board determined Koyfman and all committee members are independent under Nasdaq and SEC rules; all standing committees are comprised solely of independent directors .
- Executive sessions: Independent directors meet in scheduled executive sessions without management from time to time; no lead independent director is formally designated for these sessions .
- Committee composition/changes: Current Compensation Committee members are Mo Koyfman (Chair) and Adam Gross; Gross replaced Herratti on June 18, 2024 .
- Compensation process: Committee engages independent consultant Semler Brossy (no conflicts) for executive and director compensation, peer group analysis, equity strategy, and risk assessment .
Fixed Compensation
| Component (2024) | Amount ($) | Notes |
|---|---|---|
| Annual Board Cash Retainer | 50,000 | Standard non-employee director retainer |
| Compensation Committee Chair Retainer | 20,000 | Chair retainer |
| Compensation Committee Member Retainer (Chair also counts as member) | 5,000 | “Each member, including Chair” fee |
| Total Cash Fees Earned (2024) | 75,000 | Matches reported fees earned; deferred under Director Deferred Compensation Plan |
- Deferred Compensation: Koyfman elected to defer fees in the form of share units under the Deferred Compensation Plan for Non-Employee Directors; plan allows deferral into share units or a cash fund (deemed interest at JPMorgan prime), with distribution after board departure in lump sum or up to five annual installments .
Performance Compensation
| Equity Element | Grant/Value | Vesting | Change-in-Control Terms |
|---|---|---|---|
| Annual Director RSUs (policy) | 200,000 (value target) | Vest in two equal installments on first two anniversaries of vesting start date; forfeiture upon service termination | |
| Stock Awards reported (2024 actual) | 171,998 | Fair value based on closing price at grant; number of RSUs determined via volume-weighted average closing price | |
| Outstanding RSUs (as of 12/31/2024) | 66,666 | Aggregate RSUs outstanding | |
| RSUs vesting within 60 days of 4/21/2025 | 44,444 | Counted for beneficial ownership table | |
| CIC treatment | Full vesting acceleration upon change in control if service terminates |
- Hedging/Derivatives/Short Sales: Prohibited for directors under Insider Trading Policy .
- Clawback: Company maintains a clawback policy for incentive-based compensation applicable to Section 16 officers (directors not covered unless they are Section 16 officers) .
Other Directorships & Interlocks
| Category | Details |
|---|---|
| Current public company boards | None disclosed for Koyfman in proxy biography |
| Compensation Committee interlocks | None; the Committee (Koyfman, Gross) had no interlocks in 2024; Gross served as Interim CEO (ended April 8, 2024) but independence restored thereafter |
| Consultant independence | Semler Brossy engaged; Committee assessed independence, no conflicts of interest |
Expertise & Qualifications
| Area | Evidence |
|---|---|
| Compensation & governance | Chair of Compensation Committee; extensive investment/M&A experience |
| Finance/M&A | Bear Stearns investment banking; led IAC acquisition of Connected Ventures |
| Technology/media operations | COO of Connected Ventures; deep familiarity with Vimeo’s business history |
Equity Ownership
| Metric | Amount | Notes |
|---|---|---|
| Beneficially owned common shares | 95,480 | Includes 44,444 RSUs vesting within 60 days of 4/21/2025; less than 1% of class (“*” denotes <1%) |
| Direct common shares | 51,036 | Directly held |
| RSUs vesting within 60 days | 44,444 | Counted in beneficial ownership |
| Outstanding RSUs (12/31/2024) | 66,666 | Aggregate RSUs |
| Shares outstanding (record date) | 165,033,022 common; 9,399,250 Class B | Context for % calculations |
| Ownership guidelines | Directors encouraged to hold ≥5x annual cash retainer; compliance monitored— all non-employee directors in compliance as of proxy date | |
| Hedging/short selling | Prohibited for directors |
Governance Assessment
- Strengths: Independent status; chairs an all-independent Compensation Committee using an independent consultant; clear stock ownership guidelines with compliance; prohibits hedging/derivatives; robust deferred compensation alignment; strong attendance culture (≥75% for incumbents) .
- Alignment: Material equity exposure via RSUs and fee deferrals into share units; time-based vesting with double-trigger CIC protection (termination required), which mitigates windfalls .
- Potential conflicts: Venture affiliations (Shine Capital, MOKO Brands) inherently create potential related-party exposure; company operates a formal related party policy with Audit Committee oversight, and Board affirmed Koyfman’s independence; proxy notes related party transactions occurred since 2024 but does not identify Koyfman specifically in the excerpt reviewed .
- Structural risk context: Concentrated voting control via Class B (Barry Diller holds 100% of Class B, ~36.5% of total vote), which can reduce minority shareholder influence; not specific to Koyfman but relevant to board accountability environment .
RED FLAGS: None directly tied to Koyfman disclosed in the proxy excerpt reviewed; monitor any transactions involving Shine Capital/MOKO Brands and Vimeo for related-party exposure, and the overarching multi-class control risk to minority investors .