Joseph M. Levin
Director at WBD
Board
About Joseph M. Levin
Independent director of WBD since February 2025; age 45; University of Pennsylvania BS, BAS. Core credentials include over two decades of mergers and acquisitions, digital media and commerce leadership at IAC, Angi and Mindspark, with CEO and executive chairman experience and multiple public company directorships. Determined by the Board to be independent under NASDAQ listing rules on January 8, 2025, with service beginning February 1, 2025 .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| IAC Inc. | CEO | 2015–2025 | Oversaw corporate evolution, M&A and spin-offs (Match IPO/spin-off; Vimeo private financing/spin-off) |
| IAC Inc. | CEO, Search & Applications | 2012–2015 | Led segment operations and strategy |
| Mindspark Interactive Network | CEO | 2009–2012 | Operating leadership in consumer applications |
| Angi Inc. | CEO (interim) | 2022–Apr 30, 2024 | Led home services platform; period with WBD ad purchases |
| Angi Inc. | Executive Chairman | Since 2025 | Post-IAC transition; governance oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Angi Inc. | Director | Since 2017 | Current public company directorship |
| MGM Resorts International | Director | Since 2020 | Current public company directorship |
| IAC Inc. | Director | 2015–2025 | Prior public company board (past 5 years) |
| Vimeo, Inc. | Chairman | 2021–2023 | Prior public company board |
| Match Group, Inc. | Director | 2015–2022 | Prior public company board |
Board Governance
- Committee assignments: Nominating and Corporate Governance Committee member; committee held 10 meetings in 2024; John C. Malone serves as Chair through the 2025 Annual Meeting, with a new chair to be appointed thereafter .
- Independence: Board determined Levin is an independent director under NASDAQ rules (Jan 8, 2025); joined Feb 1, 2025 .
- Attendance: Board and committees held 38 meetings in 2024; all incumbent directors during 2024 attended ≥90% of scheduled meetings; Levin joined in 2025 (no 2024 attendance data for him) .
- Committee remit includes overseeing Board evaluations, director independence, committee membership, and approving related person transactions (relevant to conflict controls) .
Fixed Compensation
| Component | Amount | Basis/Notes |
|---|---|---|
| Annual Cash Retainer (Board Member) | $105,000 | 2025 Board service program adopted Dec 2024 |
| Annual Equity Grant (RSUs) | $240,000 | 2025 Board service program adopted Dec 2024 |
| Nominating & Corporate Governance Committee Member Retainer | $10,000 | Committee service compensation (member) |
| Nominating & Corporate Governance Committee Chair Retainer | $25,000 | Committee service compensation (chair) |
| Payment mechanics | Prorated if appointed mid-year; quarterly installments for cash; directors may elect stock in lieu of cash (none did in 2024) | Program terms |
Performance Compensation
| Feature | Detail | Notes |
|---|---|---|
| Equity form | RSUs only | Director Incentive Plan; cap $750,000 per director grant date value |
| Vesting (2024 annual grants) | 100% on earlier of 1-year anniversary of grant date (June 5, 2024 grants) or 2025 Annual Meeting, service-based | Program precedent; no dividends on RSUs |
| Performance metrics tied to director equity | None disclosed | Director equity is time-based RSUs, not performance-conditioned |
Other Directorships & Interlocks
| Relationship | Nature | 2024/2025 Activity | Governance Handling |
|---|---|---|---|
| Angi Inc. (where Levin served as CEO; now Executive Chairman) | Customer of WBD advertising | ~$1.8 million revenue received during interim period in 2024 when Levin served as Angi CEO | Related person transaction reviewed under WBD policies; committee approval required for Item 404 transactions |
| SoFi Technologies, Inc. (Noto, WBD director, CEO) | Customer of WBD advertising | ~$20 million revenue from SoFi in 2024 | Disclosed; independence of directors affirmed; related-person controls apply |
Expertise & Qualifications
- M&A, strategy, and senior leadership across digital media/commerce; experienced in complex corporate transformations and spin-offs (IAC, Match, Vimeo) .
- Digital and media commerce acumen, adapting to evolving industry dynamics; valuable to WBD’s post-WarnerMedia integration and ongoing transformation .
- Public board experience at consumer and technology companies (Angi, MGM Resorts; prior IAC, Vimeo, Match) .
Equity Ownership
| Holder | Beneficial Shares | Shares Acquirable within 60 days | Total Beneficial | Percent of Class | Deferred RSUs/Notional Shares |
|---|---|---|---|---|---|
| Joseph M. Levin | Not disclosed | Not disclosed | Not disclosed | <1% | 10,537 |
- Director stock ownership policy: Each director required to hold 5× annual cash retainer within five years of joining; counts beneficial shares, unvested RSUs and deferred stock awards (not options); directors at Dec 31, 2024 were at/near compliance; Levin’s five-year clock begins upon joining in 2025 .
- Hedging/derivatives: Directors prohibited from public puts/calls/derivatives and short sales; company restricts hedging without prior approval (policy disclosed for executives; prohibitions apply to directors) .
Governance Assessment
- Positives:
- Independence affirmed; adds deep digital/M&A expertise aligned to WBD strategic needs; member of Nominating & Corporate Governance Committee which oversees Board evaluations and related-party approvals .
- Director pay tilted to equity (RSUs), with 2025 program shifting $20k from cash to equity to enhance alignment; robust ownership guidelines and anti-hedging/derivatives policy support investor alignment .
- Transparent disclosure of related-party revenues with Angi and SoFi; processes for Committee review of related person transactions .
- Watch items / red flags:
- Related-party exposure via Angi advertising while Levin is Executive Chairman; materiality small (~$1.8M in 2024) but governance-sensitive; expect recusals on related-party reviews within his committee .
- Security ownership line shows deferred RSUs/notional shares (10,537) but no disclosed beneficial common shares yet; monitor progression toward 5× retainer ownership guideline over the five-year window .
Overall signal: Strong governance credentials and independence with clear expertise; modest related-party exposure disclosed and subject to committee oversight. Equity-heavy director compensation and ownership requirements indicate alignment, but track actual share accumulation post-appointment to confirm compliance trajectory .