Match : 2025 Annual Report Definitive 2026 Proxy Statement
MTCH
Published on 04/30/2026 at 08:09 pm EDT
April 30, 2026
C H I E F E X E C U T I V E O F F I C E R
Dear Stockholder:
You are invited to attend the Annual Meeting of Stockholders of Match Group, Inc., which will be held on June 16, 2026, at 2:30 p.m., Eastern Time. The Annual Meeting will be a virtual meeting, conducted solely online. Stockholders will be able to attend the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/MTCH2026.
At the Annual Meeting, stockholders will be asked to:
(1) elect four directors, (2) approve, on a nonbinding advisory basis, the compensation paid to our named executive officers in 2025, (3) approve the Match Group, Inc. Second Amended and Restated 2024 Stock and Annual Incentive Plan and (4) ratify the appointment of Ernst & Young as Match Group's independent registered public accounting firm for the 2026 fiscal year. Match Group's Board of Directors (the "Board") believes that the proposals being submitted for stockholder approval are in the best interests of Match Group and its stockholders. The Board recommends a vote for the election of each director and for the other proposals.
It is important that your shares be represented and voted at the Annual Meeting regardless of the size of your holdings.
Whether or not you plan to participate in the Annual Meeting online, please take the time to vote online, by telephone or, if you receive a printed proxy card, by returning a marked, signed and dated proxy card. If you participate in the Annual Meeting online, you may vote your shares online at that time if you wish, even if you have previously submitted your vote.
Sincerely,
Spencer Rascoff
Chief Executive Officer
To the Stockholders:
8750 North Central Expressway, Suite 1400
Dallas, Texas 75231
NOTICE OF 2026 ANNUAL MEETING OF STOCKHOLDERS
Match Group, Inc. ("Match Group," the "Company," "we" or "our") is making this proxy statement available to holders of our common stock in connection with the solicitation of proxies by Match Group's Board of Directors (the "Board") for use at the Annual Meeting of Stockholders to be held on June 16, 2026, at 2:30 p.m., Eastern Time (the "Annual Meeting"). The Annual Meeting will be a virtual meeting, conducted solely online. We believe that a virtual meeting provides expanded access, improved communication, and cost savings. Stockholders will be able to attend the Annual Meeting by visiting https://www.virtualshareholdermeeting.com/MTCH2026. At the Annual Meeting, stockholders will be asked to:
elect four members of our Board, each to hold office for a one-year term ending on the date of the annual meeting of stockholders in 2027 or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from our Board of Directors);
hold an advisory vote to approve executive compensation;
approve the Match Group, Inc. Second Amended and Restated 2024 Stock and Annual Incentive Plan;
ratify the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2026 fiscal year; and
transact such other business as may properly come before the Annual Meeting and any related adjournments or postponements.
Match Group's Board of Directors has set April 17, 2026 as the record date for the Annual Meeting. This means that holders of record of our common stock at the close of business on that date are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.
As permitted by applicable Securities and Exchange Commission rules, on or about April 30, 2026, we first mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and 2025 Annual Report online, as well as instructions on how to obtain printed copies of these materials by mail.
Only stockholders and persons holding proxies from stockholders may attend the Annual Meeting. To participate in the Annual Meeting online at https://www.virtualshareholdermeeting.com/MTCH2026, you will need the 16-digit control number included on your Notice of Internet Availability of Proxy Materials, your proxy card or the instructions that accompanied your proxy materials.
By order of the Board of Directors,
April 30, 2026
Sean Edgett
Chief Legal Officer and Secretary
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This proxy statement may contain "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. All statements that are not historical facts are "forward-looking statements." The use of words such as "anticipates," "estimates," "expects," "plans," "believes," "will," and "would," among others, generally identify forward-looking statements.
These forward-looking statements include, among others, statements relating to: Match Group's future financial performance, Match Group's business prospects and strategy, Match Group's corporate governance, anticipated trends, and other similar matters. These forward-looking statements are based on management's current expectations and assumptions about future events, which are inherently subject to uncertainties, risks and changes in circumstances that are difficult to predict. Actual results could differ materially from those contained in these forward-looking statements for a variety of reasons, including, among others: failure to retain existing users or add new users, or if users do not convert to paying users; competition; risks related to our restructuring and reorganization activities; our ability to attract and retain users through cost-effective marketing efforts; our reliance on a variety of third-party platforms, in particular, mobile app stores; our ability to realize reductions in in-app purchase fees; inappropriate actions by certain of our users could be attributed to us or may not be adequately prevented by us; dependence on our key personnel; volatile global economic conditions; operational and financial risks in connection with acquisitions; impairment charges related to our intangible assets; operations in various international markets, including certain markets in which we have limited experience; foreign currency exchange rate fluctuations; challenges in measuring our user metrics and other estimates; the limited operating history of our newer brands and services makes it difficult to evaluate our current business and future prospects; impacts of climate change; the integrity of our and third parties' systems and infrastructure; cyberattacks on our systems and infrastructure and cyberattacks experienced by third parties; our ability to access, collect, and use personal data about our users; breaches or unauthorized access of personal and confidential or sensitive user information that we maintain and store; challenges with properly managing the use of artificial intelligence; risks related to credit card payments; risks related to our use of "open source" software; complex and evolving U.S., foreign, and international laws and regulations; our ability to protect our intellectual property rights or accusations that we infringe upon the intellectual property rights of others; adverse outcomes in litigation; risks related to our taxation in multiple jurisdictions; risks related to our indebtedness; and risks relating to ownership of our common stock.
Certain of these and other risks and uncertainties are discussed in Match Group's filings with the Securities and Exchange Commission. Other unknown or unpredictable factors that could also adversely affect Match Group's business, financial condition and results of operations may arise from time to time. In light of these risks and uncertainties, these forward-looking statements may not prove to be accurate. Accordingly, you should not place undue reliance on these forward-looking statements, which only reflect the views of Match Group management as of the date of this proxy statement. Match Group does not undertake to update these forward-looking statements.
1 Questions and Answers About the Annual Meeting and Voting
PROXY STATEMENT
54 Executive Compensation
8 Proposal 1-Election of Directors 54 2025 Summary Compensation Table
9 Board Declassification 56 Grants of Plan-Based Awards in 2025
9 Information Concerning Director Nominees and Other Board Members
57 Outstanding Equity Awards at 2025 Fiscal Year-End
21 Board Diversity 58 2025 Option Exercises and Stock Vested
21 Corporate Governance 58 Estimated Potential Payments Upon Termination or Change in Control
The Board and Board Committees 63 CEO Pay Ratio
Proposal 2-Advisory Vote to Approve Executive Compensation
Proposal 3-Approval of the Second Amended and Restated 2024 Stock and Annual Incentive Plan
35 Proposal 4-Ratification of Appointment of Independent Registered Public Accounting Firm
64 Equity Compensation Plan Information
65 Pay Versus Performance
68 Director Compensation
36 Audit Committee Matters 72 Security Ownership of Certain Beneficial Owners and Management
36 Audit Committee Report 75 Certain Relationships and Related Person Transactions
36 Fees Paid to Our Independent Registered Public Accounting Firm
37 Audit and Non-Audit Services Pre-Approval Policy
37 Information Concerning Match Group Executive Officers Who Are Not Directors
75 Annual Reports
75 Stockholder Proposals and Director Nominees for Presentation at the 2027 Annual Meeting
75 Householding
38 Compensation Discussion and Analysis 76 Notice of Internet Availability of Proxy
Materials
54 Compensation Committee Report A-1 Appendix A-Match Group, Inc. Second
Amended and Restated 2024 Stock and Annual Incentive Plan
54 Compensation Committee Interlocks and Insider Participation
B-1 Appendix B-Non-GAAP Reconciliations
PROXY STATEMENT
A: These proxy materials relate to the solicitation by the Board of Directors (the "Board") of Match Group, Inc. ("Match Group," the "Company," "we" or "our") of your proxy for use at our Annual Meeting to be held virtually at https://www.virtualshareholdermeeting.com/MTCH2026. The following questions and answers provide guidance on how to vote your shares.
Our Board is soliciting proxies for our Annual Meeting. You are receiving these proxy materials, which include this Proxy Statement, the enclosed proxy card or voting instruction form, and the Annual Report, because you owned shares of our common stock as of the close of business on April 17, 2026, the record date for the Annual Meeting. These proxy materials are first being mailed on or about April 30, 2026 to stockholders of record as of the record date. This proxy statement and our 2025 Annual Report will also be available at https://www.proxyvote.com beginning on April 30, 2026.
You are invited to participate in the Annual Meeting online, and we request that you vote on the proposals described in this Proxy Statement. However, you do not need to participate in the Annual Meeting to vote your shares. Instead, you may simply complete, sign, date and return the enclosed proxy card or voting instruction form or submit your proxy through the Internet or by telephone according to the instructions contained in the Notice of Internet Availability of Proxy Materials, enclosed proxy card or voting instruction form.
Due to possible delays in the postal system, we are encouraging all stockholders to vote electronically-by Internet or by telephone-whenever possible.
A: In accordance with rules adopted by the U.S. Securities and Exchange Commission (the "SEC"), we have elected to deliver this proxy statement and our 2025 Annual Report to the majority of our stockholders online in lieu of mailing printed copies of these materials to each of our stockholders. If you received a Notice of Internet Availability of Proxy Materials (the "Notice") by mail, you will not receive printed copies of our proxy materials unless you request them. Instead, the Notice provides instructions on how to access this proxy statement and our 2025 Annual Report online, as well as how to obtain printed copies of these materials by mail. We believe that this process allows us to provide our stockholders with the information they need in a more timely manner than if we had elected to mail printed materials, while reducing the environmental impact of, and lowering the costs associated with, the printing and distribution of our proxy materials.
If you received a Notice by mail but would rather receive printed copies of our proxy materials, please follow the instructions included in the Notice. You will not receive a Notice if you have previously elected to receive printed copies of our proxy materials.
A: No. However, the Notice provides instructions on how to vote your shares by completing and submitting your proxy online or by phone, by requesting and returning a written proxy card by mail or by voting at the Annual Meeting online at https://www.virtualshareholdermeeting.com/MTCH2026.
A: The Annual Meeting will be accessible only through the Internet. We have adopted a virtual format for the Annual Meeting to make participation accessible for stockholders from any geographic location with Internet connectivity.
To participate in the Annual Meeting, go to https://www.virtualshareholdermeeting.com/MTCH2026 and enter the 16-digit control number included in your Notice, your proxy card, or the instructions that accompanied your proxy materials.
Stockholders may submit questions during the Annual Meeting at https://www.virtualshareholdermeeting.com/ MTCH2026. A copy of the rules of conduct will be available online at the Annual Meeting. We will address questions applicable to Match Group, Inc.'s business during a question and answer session following the conclusion of the formal portion of the Annual Meeting. If we receive substantially similar questions, we plan to group such questions together and provide a single response to avoid repetition and allow time for additional question topics.
We encourage you to access the Annual Meeting before it begins. Online check-in will start approximately 15 minutes before the meeting. If you have difficulty accessing the meeting, please call the technical support number posted on the meeting website.
A: Holders of common stock of Match Group, Inc. as of the close of business on April 17, 2026, the record date for the Annual Meeting established by the Board, are entitled to receive notice of the Annual Meeting and to vote their shares at the Annual Meeting and any related adjournments or postponements.
At the close of business on April 17, 2026, there were 233,389,213 shares of Match Group common stock outstanding and entitled to vote. Holders of Match Group common stock are entitled to one vote per share.
A: On each matter to be voted upon, holders of common stock will have one vote for each share of common stock they owned as of the close of business on April 17, 2026, the record date for the Annual Meeting.
A: If your Match Group shares are registered in your name, you are a stockholder of record. If your Match Group shares are held in the name of your broker, bank or other holder of record, your shares are held in street name.
You may examine a list of the stockholders of record at the close of business on April 17, 2026 for any purpose germane to the Annual Meeting during normal business hours during the 10-day period preceding the date of the meeting at our Dallas offices, located at 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231.
A: The presence at the Annual Meeting, in person or by proxy, of holders of shares of Match Group common stock representing a majority of the voting power of Match Group common stock entitled to vote at the Annual Meeting constitutes a quorum. Stockholders who participate in the Annual Meeting online at https://www.virtualshareholdermeeting.com/MTCH2026 will be deemed to be present for purposes of determining whether a quorum has been met. Shares of Match Group common stock represented by proxy will be treated as present at the Annual Meeting for purposes of determining whether there is a quorum (including abstentions and broker non-votes).
A: Match Group stockholders will vote on the following proposals:
Proposal 1-to elect four members of Match Group's Board of Directors, each to hold office for a one-year term ending on the date of the annual meeting of stockholders in 2027 or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from Match Group's Board of Directors);
Proposal 2-to hold an advisory vote to approve executive compensation (the "say-on-pay proposal");
Proposal 3-to approve the Match Group, Inc. Second Amended and Restated 2024 Stock and Annual Incentive Plan (the "Stock Plan Proposal");
Proposal 4-to ratify the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2026 fiscal year; and
to transact such other business as may properly come before the Annual Meeting and any related adjournments or postponements.
A: If you hold your Match Group shares in street name, you must provide your broker, bank or other holder of record with instructions in order to vote these shares. If you do not provide voting instructions, whether your shares can be voted by your broker, bank or other holder of record in their discretion depends on the type of item being considered for a vote.
Non-Discretionary Items. The election of directors, the say-on-pay proposal, and the Stock Plan Proposal are non-discretionary items and may not be voted on by your broker, bank or other holder of record absent specific voting instruction from you. "Broker non-votes" refer to shares held by a broker, bank or other holder of record that are present at the Annual Meeting, but the beneficial owner has not instructed such broker, bank or other holder of record how to vote the shares on a particular proposal, and the broker, bank or other holder of record does not have discretionary voting power on the proposal.
Discretionary Items. The ratification of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2026 fiscal year is a discretionary item. Generally, brokers, banks and other holders of record that do not receive voting instructions may vote on this proposal in their discretion.
A: You may vote "For," "Against" or "Abstain" for each director nominee.
The election of each of our director nominees requires the affirmative vote of a majority of the votes cast with respect to such director nominee's election. A majority of votes cast means that the number of votes cast "for" a director nominee's election exceeds the number of votes cast "against" that director nominee's election (with "abstentions" and "broker non-votes" not counted as a vote cast either "for" or "against" that director nominee's election). Abstentions and broker non-votes will have no effect on the outcome of this proposal.
Our Corporate Governance Guidelines provide that, in an election that is not a contested election, any incumbent nominee who receives a greater number of votes cast against their election than in favor of their election, shall immediately tender their resignation. The Board shall decide, through a process managed by the Nominating and Corporate Governance Committee of the Board (the "Nominating Committee"), whether to accept the resignation at its next regularly scheduled meeting.
The Board recommends that our stockholders vote "FOR" the election of each of the Board's director nominees (Manuel Bronstein, Laura Rachel Jones, Ann L. McDaniel, and Thomas J. McInerney).
A: You may vote "For," "Against" or "Abstain" on the say-on-pay proposal.
The approval, on an advisory basis, of the say-on-pay proposal requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter.
Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote "Against" this proposal. Broker non-votes are not entitled to vote on this proposal and, as a result, will have no effect on the outcome of this proposal.
The Board recommends that our stockholders vote "FOR" the say-on-pay proposal.
A: You may vote "For," "Against" or "Abstain" on the Stock Plan Proposal.
The approval of the Stock Plan Proposal requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter.
Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote "Against" this proposal. Broker non-votes are not entitled to vote on this proposal and, as a result, will have no effect on the outcome of this proposal.
The Board recommends that our stockholders vote "FOR" the Stock Plan Proposal.
A: You may vote "For," "Against" or "Abstain" on the ratification.
The ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2026 fiscal year requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter.
Abstentions are considered shares present and entitled to vote on this proposal, and thus, will have the same effect as a vote "Against" this proposal. This proposal is a "discretionary" item. Therefore, if you hold your shares in street name and do not provide voting instructions to your broker, bank, or other holder of record that holds your shares, your broker, bank, or other holder of record that holds your shares has discretionary authority to vote your shares on this proposal.
The Board recommends that our stockholders vote "FOR" the ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2026 fiscal year.
A:
Voting Options and Board
Effect of Broker
Proposal
Recommendation
Voting Standard
Effect of Abstentions
Non-Votes
Proposal 1: Election of
FOR, AGAINST or ABSTAIN
For each director
No effect
No effect - broker
Directors
(for each nominee for
director)
nominee, majority of
the votes cast
discretionary voting is
not permitted
The Board recommends a
vote "FOR" each of the
four Match Group
nominees for director
Proposal 2: Advisory
FOR, AGAINST or ABSTAIN
Majority of the voting
Same effect as a vote
No effect - broker
Vote to Approve Executive Compensation
The Board recommends a vote "FOR" the advisory vote to approve executive compensation
power of the shares present or represented by proxy and entitled to vote on
the matter
AGAINST the proposal
discretionary voting is not permitted
Proposal 3: Approval
FOR, AGAINST or ABSTAIN
Majority of the voting
Same effect as a vote
No effect - broker
of the Second Amended and Restated 2024 Stock and Annual Incentive
Plan
The Board recommends a vote "FOR" the approval of the Second Amended and Restated 2024 Stock and
Annual Incentive Plan
power of the shares present or represented by proxy and entitled to vote on
the matter
AGAINST the proposal
discretionary voting is not permitted
Proposal
Voting Options and Board
Recommendation
Voting Standard
Effect of Abstentions
Effect of Broker
Non-Votes
Proposal 4:
FOR, AGAINST or ABSTAIN
Majority of the voting
Same effect as a vote
No broker non-votes
Ratification of the Appointment of Ernst
& Young
The Board recommends a vote "FOR" the ratification
power of the shares present or
represented by proxy
AGAINST the proposal
are expected - broker discretionary voting is
permitted
and entitled to vote on
the matter
A: As of the date of this proxy statement, we did not know of any matters to be raised at the Annual Meeting, other than those referred to in this proxy statement.
If any other matters are properly presented at the Annual Meeting for consideration, the Match Group officers who have been designated as proxies for the Annual Meeting, Sean J. Edgett and Philip D. Eigenmann, will have the discretion to vote on those matters for stockholders who have submitted their executed proxy.
A: Match Group's Board of Directors is soliciting proxies for use at the Annual Meeting. Stockholders may submit proxies to instruct the designated proxies to vote their shares in any of the following three ways:
Submitting a proxy online: Submit your proxy online at https://www.proxyvote.com. Online proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 15, 2026;
Submitting a proxy by telephone: Submit your proxy by telephone by using the toll-free telephone number provided on your proxy card (1.800.690.6903). Telephone proxy voting is available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 15, 2026; or
Submitting a proxy by mail: If you choose to submit your proxy by mail, simply mark, date and sign your proxy, and return it in the postage-paid envelope provided or to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.
You may also participate in the Annual Meeting online at https://www.virtualshareholdermeeting.com/MTCH2026 and vote your shares online at that time, even if you have previously submitted your vote. To do so, you will need the 16-digit control number included in your Notice, your proxy card or the instructions that accompanied your proxy materials.
For Match Group shares held in street name, holders may submit a proxy online or by telephone if their broker, bank or other holder of record makes these methods available. If you submit a proxy online or by telephone, do not request and return a printed proxy card from Match Group or from your broker, bank or other holder of record. If you hold your shares through a broker, bank or other holder of record, follow the voting instructions you receive from your broker, bank or other holder of record.
If your shares are held by a broker, bank or other holder of record, then the broker, bank or other holder of record will ask you how you want your shares to be voted. You may instruct your broker, bank or other holder of record to vote your shares by following instructions that the broker, bank or other holder of record provides to you. Most brokers, banks or other holders of record offer voting by mail, by telephone, and online. You may submit new voting instructions by contacting your broker, bank or other holder of record, or by voting at the Annual Meeting.
A: Yes. If you are a stockholder of record, you may change your vote or revoke your proxy at any time before the vote at the Annual Meeting by:
submitting a later-dated proxy relating to the same shares online, by telephone or by mail prior to the vote at the Annual Meeting. Online and telephone proxy voting are available 24 hours a day and will close at 11:59 p.m., Eastern Time, on June 15, 2026;
delivering a written notice, bearing a date later than your proxy, stating that you revoke the proxy; or
participating in the Annual Meeting and voting online at that time at https://www.virtualshareholdermeeting.com/ MTCH2026 (although online attendance at the Annual Meeting will not, by itself, change your vote or revoke a proxy).
To change your vote or revoke your proxy, follow the instructions provided on the Notice or the proxy card.
If you hold your shares through a broker, bank or other holder of record, follow the instructions that you receive from your broker, bank or other holder of record if you wish to change your vote or revoke your proxy.
A: Only stockholders and persons holding proxies from stockholders may participate in the Annual Meeting. To participate in the Annual Meeting, go to https://www.virtualshareholdermeeting.com/MTCH2026 and enter the 16-digit control number included in your Notice, your proxy card or the instructions that accompanied your proxy materials.
A: If you return a signed proxy card or voting instruction form without indicating your vote (and the proxy is not revoked), your shares will be voted in accordance with the Board's recommendations, meaning they will be voted "FOR" the election of each director nominee, "FOR" the say-on-pay proposal, "FOR" the Stock Plan Proposal, and "FOR" the ratification of the appointment of Ernst & Young LLP as Match Group's independent registered public accounting firm for the 2026 fiscal year.
A: If you vote for fewer than four nominees for director, your shares will only be voted "FOR" those nominees you have so marked. No discretionary authority is available to vote shares represented by an undervoted proxy card for the remaining director seats up for election.
A: Match Group bears all expenses incurred in connection with the solicitation of proxies. In addition to solicitations by mail, directors, officers and employees of Match Group may solicit proxies from stockholders by telephone, email, letter, facsimile or in person. Following the initial mailing of the Notice and proxy materials, Match Group will request brokers, banks and other holders of record to forward copies of these materials to persons for whom they hold shares of Match Group common stock and to request authority for
the exercise of proxies. In such cases, Match Group, upon the request of these holders, will reimburse these parties for their reasonable expenses.
In addition, our directors, officers, and employees may solicit proxies by telephone or other means of communication personally. Our directors, officers and employees will receive no additional compensation for these services other than their regular compensation.
A: If you have any questions about the Annual Meeting, the various proposals to be voted at the Annual Meeting, and/or how to participate in the Annual Meeting online at www.virtualshareholdermeeting.com/ MTCH2026 and vote at that time, or would like copies of any of the documents referred to in this proxy statement, contact Match Group Investor Relations at [email protected].
PROPOSAL 1-ELECTION OF DIRECTORS
The following nominees have been selected by the Nominating Committee and approved by the Board for submission to our stockholders, each to serve a one-year term expiring at the annual meeting of Match Group's stockholders in 2027 or until such director's successor shall have been duly elected and qualified (or, if earlier, such director's removal or resignation from the Board):
Manuel Bronstein;
Laura Rachel Jones;
Ann L. McDaniel; and
Thomas J. McInerney.
Information concerning the director nominees appears below. Ms. Jones, Ms. McDaniel and Mr. McInerney are incumbent directors of Match Group. Each of the Board's nominees has agreed to serve if elected. If any nominee becomes unavailable to serve before the Annual Meeting, the Board may designate a substitute nominee and the persons named as proxies may, in their discretion, vote your shares for the substitute nominee. Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting. At this time, the Board knows of no reason why any of the Board's nominees would not be able to serve as a director if elected.
The election of each of our director nominees requires the affirmative vote of a majority of the votes cast with respect to such director nominee's election.
The Board unanimously recommends that you vote "FOR" each of the four nominees listed on the Notice or the enclosed proxy card or voting instruction form.
If you are a registered holder and submit a validly executed proxy card but do not specify how you want to vote your shares with respect to the election of directors, then your shares will be voted in line with the Board's recommendation with respect to the proposal, i.e., "FOR" each of the nominees proposed by your Board and named in this proxy statement.
If you are a beneficial holder and properly mark, sign and return your voting instruction form by mail or complete your proxy via Internet or by telephone, your shares will be voted as you direct your broker, bank or other holder of record. If you date, sign and return your voting instruction form but do not specify how you want your shares voted with respect to the election of directors, they will be voted "FOR" each of the nominees proposed by your Board and named in this proxy statement. It is therefore important that you provide specific instructions to your broker, bank or other holder of record regarding the election of directors so that your vote with respect to this item is counted.
Board Declassification
At the annual meeting of Match Group's stockholders held in 2025, Match Group proposed, and Match Group's stockholders approved, an amendment to Match Group's Certificate of Incorporation to begin declassification of the Board at the Annual Meeting. As a result, beginning with the class of directors standing for election at the Annual Meeting, directors will be elected to one-year terms of office. Directors currently serving terms that expire at the annual meetings of stockholders to be held in 2027 and 2028 will (subject to their earlier resignation or removal) serve the remainder of their respective terms, and thereafter their successors will be elected to one-year terms. At the annual meeting of stockholders held in 2028 and annual meetings thereafter, all directors will stand for election annually, and the Board will no longer be classified.
Information Concerning Director Nominees and Other Board Members
Background information about each director nominee recommended by the Board and other directors serving unexpired terms is set forth below, including information regarding the specific experiences, characteristics, attributes and skills that the Nominating Committee and the Board considered in determining that each director should serve on the Board, and which the Nominating Committee and the Board believe provide Match Group with the perspective and judgment needed to guide, monitor and execute its strategies.
As previously disclosed, Sharmistha Dubey, an incumbent Board member whose current term expires at the Annual Meeting, has notified the Board of her decision not to stand for re-election. In addition, Pamela S. Seymon, an incumbent Board member whose current term expires at the annual meeting of Match Group's stockholders to be held in 2027, has notified the Board of her decision to resign effective as of the Annual Meeting.
Nominees for Election at the Annual Meeting to a Term Expiring in 2027
I N D E P E N D E N T
Age: 50
Key Experience, Qualifications and Board Contributions
Mr. Bronstein has deep product expertise and a strong track record of driving scale and user engagement, including as Chief Product Officer at Roblox, where he helped more than triple the platform's daily active users and significantly increased bookings
With leadership experience across product, design, data science, partnerships, and business development, Mr. Bronstein brings deep cross-functional insight to the Board to support product innovation and user growth
Mr. Bronstein has held senior roles at leading digital and consumer-facing public companies, bringing deep expertise in growth strategies for the consumer technology sector
Other Key Skill Sets
Track record of scaling consumer platforms and driving user engagement and monetization
Deep understanding of diversifying product development and applications
Employment and Other Experience
2025 - 2026: Advisor, Roblox
2021 - 2025: Chief Product Officer, Roblox
2018 - 2021: Vice President, Product Management, Google Assistant,
Alphabet
2016 - 2018: Vice President, Product Management, YouTube,
Alphabet
2014 - 2016: Director, Product Management, YouTube, Alphabet
2010 - 2014: Various product roles, including Vice President, Product,
Zynga
2009 - 2010: Director, Social Interactive Entertainment, Microsoft Xbox
2007 - 2009: Director & Executive Producer, 1vs100, Microsoft Xbox
2003 - 2007: Group Manager, Incubation & Product Planning,
Microsoft Xbox
2000 - 2001: Director of Product Management, Tokenzone
1998 - 2000: Assistant Brand Manager, Procter & Gamble
Other Public Company Directorships
2021 - Present: The New York Times Company
Nominees for Election at the Annual Meeting to a Term Expiring in 2027
I N D E P E N D E N T D I R E C T O R
Age: 44
Director Since: 2024
Key Experience, Qualifications and Board Contributions
Given her experience leading marketing and branding efforts at Visa, Google, Uber and most recently as Chief Marketing Officer of Instacart, Ms. Jones offers valuable insight to the Board and leadership team on the consumer Internet industry
She has deep expertise in shaping and refreshing brands, fueling a company's growth, and developing a world-class marketing organization, all of which are invaluable to the Board as it continues to oversee the Company's strategic progression
Ms. Jones has successfully created best-in-class marketing organizations that have shaped brands and fueled growth at a variety of consumer-facing companies
Her work has been recognized by and featured in top industry and consumer publications
Other Key Skill Sets
Building and developing global marketing teams from the ground up
Significant expertise in marketing and the consumer Internet industry and success in driving brand refreshes
Strong leadership of marketing functions encompassing brand, partner, and product marketing across broad product portfolios
Employment and Other Experience
2023 - Present: Board Member, UNICEF USA
2022 - Present: Chief Marketing Officer, Instacart
2021 - 2022: Head of Marketing and VP, Brand & Marketing,
Instacart
Feb 2021 - May 2021: Global Head of Marketing, Rides & Masterbrand, Senior Director, Uber
2018 - 2021: Global Head of Product Marketing, Director, Uber
2016 - 2018: Group Product Marketing Manager, Uber
2015 - 2016: Senior Product Marketing Manager, Uber
2011 - 2015: Brand & Marketing Communications, Commerce,
2010 - 2011: Business Leader, Innovations and eCommerce Marketing, Visa
Nominees for Election at the Annual Meeting to a Term Expiring in 2027
I N D E P E N D E N T D I R E C T O R
Age: 70
Director Since: 2015
Key Experience, Qualifications and Board Contributions
Ms. McDaniel has deep expertise and insight into human resources, business strategy, leadership and marketing and in the management of a portfolio of brands at an interactive media company, helping the Board provide oversight of the Company's strategy, structure and talent management
Ms. McDaniel's insight into executive management and compensation matters from her time at Graham Holdings Company adds to the Board's ability to provide a well-rounded, considered approach to personnel and compensation, ensuring incentive structures are aligned with long-term strategic priorities and stockholder value creation
Other Key Skill Sets
Insightful perspective on the shifting marketing and branding landscape in consumer-facing media
Employment and Other Experience
2020 - Present: Member of the Board of Advisors, ExecOnline
2017 - 2022: CEO, Foreign Policy Magazine
2015 - 2025: Consultant, Graham Holdings Company
2010 - 2012: Managing Director, Newsweek
2008 - 2015: Senior Vice President, Graham Holdings Company
2001 - 2008: Vice President, Human Resources, The Washington Post Company
2001 - 2008: Vice President, The Washington Post Company
1984 - 2000: Correspondent, Chief of Correspondents, Assistant Managing Editor, Managing Editor, Newsweek
Nominees for Election at the Annual Meeting to a Term Expiring in 2027
C H A I R M A N &
I N D E P E N D E N T D I R E C T O R
Age: 61
Director Since: 2015
(Chairman since 2021)
Key Experience, Qualifications and Board Contributions
Mr. McInerney brings to the board 25+ years of executive management and branding experience across a career spanning industries, including media, retail, entertainment and financial services
Mr. McInerney offers valuable insight into strategy and operations, including as it relates to growing and managing a portfolio of brands from his time as CEO of the retailing division of IAC/InterActiveCorp (now known as IAC Inc.)
Mr. McInerney has significant senior leadership experience from his time at IAC/InterActiveCorp as well as extensive related knowledge and experience regarding Match Group
Through his deep public company board and committee experience, Mr. McInerney has developed a highly sophisticated perspective on business management and organizational structure
Other Key Skill Sets
High level of financial literacy and expertise regarding restructurings, mergers and acquisitions, and operations
Ability to manage diverse, multifaceted global teams across the multimedia landscape from decades of experience at the nexus of entertainment, media and consumer engagement
Sophisticated awareness of online retail and consumer behavior and trends, as well as extensive marketing and branding experience
Employment and Other Experience
2017 - 2021: Chief Executive Officer, Altaba Inc. (a publicly traded registered investment company and successor to Yahoo! Inc.)
2005 - 2012: Executive Vice President and Chief Financial Officer, IAC/InterActiveCorp
2003 - 2005: Chief Executive Officer, retailing division of IAC/ InterActiveCorp (including HSN, Inc. and Cornerstone Brands)
1999 - 2003: Executive Vice President and Chief Financial Officer, Ticketmaster
1986 - 1988; 1990 - 1999: Morgan Stanley, most recently as Principal
Other Public Company Directorships
2017 - Present: Altaba (Chair, 2022 - Present)
Continuing Directors Whose Terms Expire in 2027
I N D E P E N D E N T D I R E C T O R
Age: 53
Director Since: 2025
Key Experience, Qualifications and Board Contributions
Mr. Cavens has over 20 years of executive leadership and digital/e-commerce expertise
As co-founder and CEO of Zulily, Mr. Cavens has first-hand experience in building a consumer-focused brand and company, as well as completing liquidity events
Across his career, Mr. Cavens developed expertise leading and driving creative technology and retail concepts
During his time at Qurate, he led efforts to drive growth through internal innovation, strategic partnerships, joint ventures and acquisitions
Mr. Cavens has deep knowledge of technology infrastructure and digital commerce, gained from his leadership roles at Microsoft and Blue Nile, where he played a key role in growing the company into the largest online diamond retailer
From his time on a number of different company boards, Mr. Cavens brings strategic oversight and governance experience across consumer retail, technology, and e-commerce businesses
Other Key Skill Sets
Expertise in online retailing, technology and data analytics
Software development experience, including the development of large-scale digital properties such as ESPN.com and NBA.com
Employment and Other Experience
2021 - Present: Board Member, Vouched (privately held)
2019 - Present: Advisory Board Member, Brooks Running (privately held)
2019 - 2026: Board Member, Rad Power Bikes (privately held)
2017 - 2018: President, New Ventures Qurate Retail Group
2017 - 2021: Board Member, OfferUp (privately held)
2017 - 2021: Board Member, Deliveroo (privately held)
2016 - 2017: Board Member, Plated (privately held)
2012 - 2014: Board Member, Trupanion (privately held)
2009 - 2018: Chief Executive Officer, Zulily
2008 - 2009: Director, SQL Server/Biztalk Server, Microsoft
1999 - 2008: Chief Technology Officer and Senior Vice President, Blue Nile
1996 - 1999: Advanced Technology Team, Starwave
1995: Consultant, Ingenia Communications
Other Public Company Directorships
2018 - Present: Tapestry, Inc.
Previous Public Company Directorships
2021 - 2022: Big Sky Growth Partners, Inc.
Continuing Directors Whose Terms Expire in 2027
I N D E P E N D E N T D I R E C T O R
Age: 43
(appointed in connection with, and effective as of, the Annual Meeting)
Key Experience, Qualifications and Board Contributions
Ms. Moskowitz brings extensive experience leading global consumer marketplaces, driving growth, and building brand trust and loyalty, including as CEO of The Knot Worldwide
At Etsy, as Chief Operating and Marketing Officer, she oversaw company strategy, led global operations and marketing, launched innovative consumer products, and enhanced the end-to-end customer experience
Ms. Moskowitz's combination of marketplace operations, consumer marketing, and brand-building expertise provides the Board with valuable insight as the Company drives growth and deepens user engagement across its global portfolio
Ms. Moskowitz brings significant human capital management and executive compensation experience, developed through her leadership of people strategy and organizational development at Etsy, as well as her service as Chair of the Compensation Committee at Sprout Social
Other Key Skill Sets
Expertise in consumer behavior and Gen Z trends in relationships and weddings, honed as CEO of The Knot Worldwide, brings valuable insight to the Board on love and connections
Deep knowledge of U.S. consumer marketing and retention strategies across domestic and international global markets
Experience leading major initiatives in trust & safety, customer experience and international expansion during her time at Etsy
Employment and Other Experience
2025 - Present: Chief Executive Officer and Board member, The Knot Worldwide
2024: Chief Operating & Marketing Officer, Etsy
2022 - 2024: Chief Operating Officer, Etsy
2020 - 2022: Chief Operations, Strategy and People Officer, Etsy
2018 - 2020: SVP, People, Strategy and Services, Etsy
2016 - 2018: Vice President, Customer Marketing, American Express
2011 - 2016: Various leadership roles in consumer marketing, strategy and operations, American Express
2005 - 2011: Various product, merchant services and strategy roles,
American Express
Previous Public Company Directorships
2020 - 2025: Sprout Social, Inc.
Continuing Directors Whose Terms Expire in 2027
D I R E C T O R &
C H I E F E X E C U T I V E O F F I C E R
Age: 50
Director Since: 2024
Key Experience, Qualifications and Board Contributions
Mr. Rascoff's proven track record scaling consumer Internet businesses, most notably as co-founder and former CEO of Zillow, is directly relevant to helping Match Group continue to innovate and connect to millions of consumers around the world
His brand-building experience in the online consumer products space adds to the Board's collective experience and insight on how to effectively build brands and foster collaboration across teams
Mr. Rascoff has significant insights into the strategy, innovation and continuous brand evolution required to develop, lead and grow a consumer Internet business that embraces technological advancements and adapts to changing consumer sentiment
As CEO of Match Group, Mr. Rascoff provides the board with direct operating experience and insight into Match Group's current business opportunities and challenges
Other Key Skill Sets
Unique vantage point on disruptive technology and AI, and how they can be leveraged to support / grow a business
Significant experience as a technology entrepreneur
Insight into changing consumer trends and behaviors
Understanding of strategic dealmaking and investing in growth businesses
Employment and Other Experience
2025 - Present: Chief Executive Officer, Match Group
2021 - Present: Founder and CEO, 75 & Sunny (startup studio and family office)
2020 - Present: Co-Founder, Chairman of the Board, Pacaso (vacation home marketplace)
2019 - Present: Visiting Professor, Harvard University
2019 - 2024: Co-Founder, Executive Chairman, dot.LA (media and events company)
2005 - 2019: Co-Founder and CEO, Zillow Group
2003 - 2005: VP, Lodging, Expedia
1999 - 2003: Co-founder, VP Corporate Development, Hotwire.com
1999 - 2000: Investment Professional, Texas Pacific Group
1997 - 1999: Investment Banker, Goldman Sachs
Previous Public Company Directorships
2021 - 2023: Supernova Partners Acquisition Company III, Ltd.
2020 - 2022: Palantir Technologies, Inc.
2020 - 2022: Supernova Partners Acquisition Company II, Ltd.
2020 - 2021: Supernova Partners Acquisition Company, Inc.
Continuing Directors Whose Terms Expire in 2027
I N D E P E N D E N T D I R E C T O R
Age: 56
Director Since: 2016
Key Experience, Qualifications and Board Contributions
Mr. Schiffman has deep financial knowledge and expertise, bringing to the Board decades of experience in dealmaking, corporate finance, banking, financial planning and analysis, investor relations, accounting, information and physical security, real estate, human resources, legal and corporate administration
From his current role as Chief Financial Officer of Fanatics, Inc., Mr. Schiffman has valuable insight into a broad set of financial and corporate functions across an entire global enterprise, allowing him to further inform the Board on what it takes to drive expansion and strongly position dozens of leading online brands and services for growth
Mr. Schiffman understands how to drive a business' strategy and growth objectives from his executive management and public board experience working with dozens of online brands and services
During his tenure at IAC Inc., Mr. Schiffman was integral in the company's operations and cost management initiatives
Other Key Skill Sets
Advanced understanding of consumer Internet / technology companies to drive long-term results and adapt to changing ways to interact with and reach consumers
Critical understanding of international relations and international business from work as a member of the National Committee on U.S. - China Relations
Execution of successful, large, global transactions
Endowing organizations and funding initiatives with permanent capital to make lasting change
Employment and Other Experience
2025 - Present: Board Member, Fanatics, Inc. (privately held)
2021 - Present: Executive Vice President and Chief Financial Officer, Fanatics, Inc.
2023: Donor, Endowment at Duke University to fund scholarships for athletes from underrepresented communities
2021: Donor, Endowment at Washington & Lee for Women's Athletics
2016 - 2021: Executive Vice President and Chief Financial Officer, IAC Inc.
2013 - 2016: Senior Managing Director, Guggenheim Partners
2013, 2019: Donor, Endowment at Duke Medical Center for pediatric cancer
2011 - 2013: Partner, The Raine Group
2010 - 2011: Senior Managing Director, Head of Investment Banking, Americas,
Nomura
2008 - 2010: Senior Managing Director, Head of Investment Banking, APAC CEO,
Nomura
2007 - 2008: Managing Director, Head of Investment Banking APAC, Lehman Brothers
2005: Founder and Chairman, Valerie Fund Endowment
2004 - 2007: Managing Director, Global Head of Media Group, Lehman Brothers
Other Public Company Directorships
2017 - Present: Angi Inc.
Previous Public Company Directorships
2021 - 2025: Vimeo, Inc. (Chair, 2023 - 2025)
Directors Whose Terms Expire in 2028
I N D E P E N D E N T D I R E C T O R
Age: 46
Director Since: 2020
Key Experience, Qualifications and Board Contributions
Mr. Bailey provides valuable perspective on leadership, business growth, and strategy and development from his experience as Founder and CEO of ExecOnline and CEO and Chief Product Officer of Frontier Strategy Group (FSG)
He has first-hand experience in growing businesses from early-stage start-ups into companies that serve significant audiences across a range of international markets and functions
Mr. Bailey has extensive executive management experience which gives him insight into business strategy, leadership and marketing
Other Key Skill Sets
Deep knowledge of leadership development, executive coaching and succession planning
Expertise in business development, consumer-facing technology and management processes gained as a technology company founder
Employment and Other Experience
2026 - Present: Chairman of the Board, ExecOnline (a leading provider of B2B leadership development solutions)
2019 - Present: Board Trustee, Prospect Schools (a charter school network in New York City)
2011 - 2026: Co-Founder and CEO, ExecOnline
2006 - Present: Board Chair, Truman Center for National Policy
2006 - 2011: CEO, Frontier Strategy Group
2004 - 2006: Associate, Wilmer Hale
Other Public Company Directorships
2024 - Present: Ibotta, Inc.
Directors Whose Terms Expire in 2028
I N D E P E N D E N T D I R E C T O R
Age: 51
Director Since: 2020
Key Experience, Qualifications and Board Contributions
Ms. Brenner has extensive marketing and executive management expertise from her experience in a variety of marketing, advertising and digital media roles with the National Basketball Association ("NBA")
Ms. Brenner brings to the Board valuable experience leading the development, oversight and implementation of a global digital strategy and emerging technology initiatives, including the use of artificial intelligence and virtual reality
Through her sophisticated understanding of social / digital media communities and network building, she makes valuable contributions to Match Group's strategy and the Board's oversight of the Company's portfolio of brands
Ms. Brenner further expands the Board's skills in digital products and mobile applications, as well as developing and growing a brand's online presence
Other Key Skill Sets
Deep experience in social media and digital products, having led groundbreaking deals for the NBA with leading social media companies such as Facebook, Twitter (X) and Snapchat
Deep understanding of structure, operations and cost management in an international organization
Employment and Other Experience
2018 - Present: Executive Vice President, Digital Media, NBA
2014 - 2017: Senior Vice President, Digital Media, NBA
2013 - 2014: Senior Vice President, Marketing, NBA
2007 - 2013: Vice President, Marketing, NBA
1997 - 2007: Various leadership roles in consumer products marketing and advertising, NBA
Directors Whose Terms Expire in 2028
I N D E P E N D E N T D I R E C T O R
Age: 48
Director Since: 2025
Key Experience, Qualifications and Board Contributions
Ms. Campbell has nearly 20 years of leadership experience across streaming, digital media, marketing, technology, and direct-to-consumer businesses
As President of Peacock, she was responsible for growing NBCUniversal's streaming business and leading the platform's go-forward strategy
Under her leadership, Peacock achieved record growth and was the fastest-growing streaming service in the U.S. for two consecutive years, supported by marquee experiences like Peacock's Paris Olympics hub and the first exclusive streaming of an NFL playoff game
Ms. Campbell previously served as President of Hulu, where she led its subscription and live TV streaming businesses and oversaw its integration into Disney
She brings a deep understanding of brand, technology, and global marketing from her 12-year tenure at Google, including senior leadership roles in G-Suite marketing, Google Cloud, and AdWords across multiple regions and customer segments
Other Key Skill Sets
Ability to build strong, high-performing teams across consumer-facing technology businesses
Development of brands / brand equity in a competitive landscape
Expertise in ad-supported and subscription-based digital platforms, especially in subscriber acquisition
Deep knowledge of data-driven global marketing, brand development, and go-to-market strategy
Employment and Other Experience
2021 - 2025: President, Peacock (NBCUniversal)
2020 - 2021: President, Hulu
2017 - 2020: Chief Marketing Officer, Hulu
2015 - 2017: Senior Director, Global Marketing, Google Cloud
2011 - 2015: Director, Global Marketing, Google Cloud
2010 - 2011: Director, Global Customer Marketing, Google
2008 - 2010: Head of North America Marketing, Google
2008: Head of Online Sales & Operations, AdWords Japan, Google
2005 - 2008: Senior Manager, Online Sales & Operations, AdWords North America, Google
2004: Global Marketing Intern, Procter & Gamble (Gillette)
2000 - 2002: Investment Banking Analyst, J.P. Morgan
Other Public Company Directorships
2025 - Present: National CineMedia, Inc.
2021 - Present: Urban Outfitters, Inc.
The following matrix provides diversity information regarding each of the nominees and the other directors serving unexpired terms identified above, based on the voluntary self-identification of each individual.
Female
Male
Gender Identity:
Directors
5
6
Demographic Background:
African American or Black
0
1
Hispanic or Latinx
0
1
White
5
4
Corporate Governance Guidelines, Committee Charters and Code of Business Conduct and Ethics. As part of its ongoing commitment to good corporate governance, the Board has codified its corporate governance practices into a set of Corporate Governance Guidelines and has also adopted written charters for each of the committees of the Board. Match Group has also adopted a Code of Business Conduct and Ethics for directors, officers (including our principal executive officer, principal financial officer and principal accounting officer) and employees. The Corporate Governance Guidelines, Audit Committee Charter, Compensation and Human Resources Committee Charter, Nominating and Corporate Governance Committee Charter, and Code of Business Conduct and Ethics are available in the Corporate Governance section of our website at https:// ir.mtch.com.
Board Leadership Structure. Match Group's business and affairs are overseen by its Board of Directors, which currently has eleven members. The Nominating Committee periodically reviews the size of the Board and may recommend changes to the Board. There is one management representative on the Board and, of the other ten current directors, nine are independent. The Board has standing Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees, each comprised solely of independent directors. For more information regarding director independence and our Board Committees, see the discussion below under the headings "Director Independence" and "The Board and Board Committees." All of our directors play an active role in Board matters, are encouraged to communicate among themselves and directly with the Chief Executive Officer and have full access to Match Group management at all times. The Board and each Board Committee conducts an annual evaluation of its performance.
Match Group's independent directors meet in scheduled executive sessions without management present at least twice a year and may schedule additional meetings as they deem appropriate. These sessions are led by Match Group's independent Chairman of the Board. The independent membership of the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees ensures that directors with no ties to management are charged with oversight for all financial reporting and executive compensation related decisions, as well as for recommending candidates for Board membership and oversight of governance practices and policies. At each regularly scheduled Board meeting, the Chairperson of each of these committees provides the full Board with an update of all significant matters discussed, reviewed, considered and/or approved by the relevant committee since the last regularly scheduled Board meeting.
Mr. McInerney has served as independent Chairman of the Board since May 2021. Our Board currently believes that the roles of Chairperson and Chief Executive Officer should be separated in recognition of the different responsibilities between the two roles. Mr. McInerney, as independent Chairman, leads the Board in its oversight and management role, including with respect to risk oversight, while Mr. Rascoff, our Chief Executive Officer, focuses on managing the Company's operations and strategic planning on a day-to-day basis. Mr.
McInerney's other responsibilities include, among others, setting Board meeting agendas, leading Board meetings and executive sessions, and communicating feedback to and advising Mr. Rascoff.
We believe that it is in the best interests of our stockholders for the Board to review and make a determination regarding the separation or combination of these roles each time it elects a new Chairperson or appoints a Chief Executive Officer.
Risk Oversight. The Board's role in risk oversight of the Company is consistent with Match Group's leadership structure, with the Chief Executive Officer and other members of senior management having responsibility for assessing and managing the Company's risk exposure, and the Board and its committees providing oversight in connection with these efforts. Match Group management, including our Senior Vice President, Internal Audit, and our Risk, Controls and Compliance team, is responsible for assessing and managing Match Group's exposure to various risks on a day-to-day basis, which responsibilities include the conduct of an enterprise risk assessment of short-term, long-term and emerging risks, testing of key controls and procedures, and creation of appropriate risk management programs and policies. Management has developed and implemented guidelines and policies to identify, assess and manage significant risks facing the Company. In developing this framework, Match Group recognizes that leadership and success are impossible without taking risks; however, the imprudent acceptance of risks or the failure to appropriately identify and mitigate risks could adversely impact stockholder value. The Board is responsible for overseeing management in the execution of its responsibilities and for assessing Match Group's approach to risk management. While the Board's oversight focuses on all material risks, the Board may focus more frequently on immediate areas of concern that represent significant emerging risks as identified by management. The Board exercises these risk oversight responsibilities periodically as part of its meetings and through discussions with management, as well as through the Board's committees, with primary risk oversight responsibilities as detailed below:
Information Security. Information security is a key component of risk management at Match Group, and our Senior Vice President, Security Engineering, briefs the Audit Committee regularly, and the full Board periodically, on the Company's information security program and its related priorities and controls. In addition, an overall review of information security risks is inherent in the Board's consideration of the Company's long-term strategies and in the transactions and other matters presented to the Board, including significant capital expenditures and significant acquisitions and divestitures. Our information security teams, led by our Senior Vice President, Security Engineering, are responsible for assessing and managing our exposure to information security risks, including by:
Implementing and enforcing physical, operational and technical security policies, procedures and controls;
Conducting, and engaging independent third-party experts to conduct, when appropriate, internal and external security assessments and audits, including assessments of our cybersecurity policies, standards, processes, and practices, and the security posture of third-party vendors and partners; and
Collaborating with our development teams to engineer and integrate security as part of the product development lifecycle.
We also maintain cyber insurance coverage to mitigate potential costs that may arise from a cybersecurity incident.
Artificial Intelligence. The full Board oversees corporate strategy and receives regular updates on emerging technologies, including artificial intelligence ("AI"). These updates cover a broad range of matters, such as strategy and investments. The Audit Committee assists the Board in its oversight of privacy- and cybersecurity-related AI matters, as well as legal and regulatory risks related to AI. The Company has published responsible AI principles, which aim to guide how the Company uses generative AI across its platforms. The principles are available at https://mtch.com/ai-principles.
Compensation Risk Assessment. We periodically conduct risk assessments of our compensation policies and practices for our employees, including those related to our executive compensation programs. The goal of these assessments is to determine whether the general structure of Match Group's compensation policies and programs and the administration of these programs pose any material risks to the Company. At the request of the Compensation and Human Resources Committee of the Board, Compensia, Inc. ("Compensia"), the Compensation and Human Resources Committee's independent compensation consultant, assessed the risk profile of Match Group's executive compensation programs, and management assessed the risk profile of Match Group's other compensation programs. Based on these reviews, management and the Compensation and Human Resources Committee have concluded that Match Group's compensation policies and practices, taken as a whole, do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on Match Group.
Securities Trading, Derivatives Trading and Hedging and Pledging Policies. Match Group's Securities Trading Policy (the "Trading Policy") governs the purchase, sale and other dispositions of its securities by directors, officers, employees, and contractors and is reasonably designed to promote compliance with insider trading laws, rules and regulations and applicable listing standards. The Trading Policy also provides that no director, officer or employee of Match Group and its subsidiaries may engage in transactions in publicly traded options, such as puts, calls, prepaid variable forward contracts, equity swaps or other derivatives that are designed to hedge or speculate on any change in the market value of or relating to Match Group securities, or engage in short sales with respect to Match Group securities. This prohibition extends to any and all forms of hedging or monetization transactions, such as zero-cost collars and forward sale contracts (among others). The Trading Policy also provides that no director, officer or employee of Match Group and its subsidiaries may initiate any transactions that involve pledging Match Group securities in any manner, including by purchasing Match Group securities on margin, holding Match Group securities in an account utilizing margin or otherwise pledging Match Group securities as collateral for a loan.
Director Independence. Under the Marketplace Rules of The Nasdaq Stock Market, LLC (the "Marketplace Rules"), the Board has a responsibility to make an affirmative determination that those members of the Board who serve as independent directors do not have any relationships that would interfere with the exercise of independent judgment in carrying out the responsibilities of a director. In connection with the independence determinations described below, the Board reviewed information regarding transactions, relationships and arrangements relevant to independence, including those required by the Marketplace Rules. This information is obtained from director responses to questionnaires circulated by management, as well as from Company records and publicly available information. Following these determinations, Match Group management monitors those transactions, relationships and arrangements that were relevant to such determinations, as well as periodically solicits updated information potentially relevant to independence from internal personnel and directors, to determine whether there have been any developments that could potentially have an adverse impact on the Board's prior independence determinations.
In 2026, the Board determined that each of Mses. Brenner, Campbell, Jones, McDaniel and Moskowitz and Messrs. Bailey, Bronstein, Cavens, McInerney and Schiffman is independent. In addition, the Board determined that (i) Alan Spoon, whose term ended in June 2025, was independent during the time he served on the Board, (ii) Pamela Seymon, whose resignation will take effect in connection with the Annual Meeting, is independent, and
(iii) Mr. Rascoff was independent during the time he served on the Board in 2025 prior to his appointment as CEO. In connection with these determinations, the Board considered that in some cases in the ordinary course of business, Match Group and its businesses purchase products and services from companies at which certain directors are employed or serve as directors, or over which certain directors otherwise exert control. Furthermore, the Board considered whether there were any payments made to (or received from) such entities by Match Group and its businesses. No relationships or payments considered were determined to be of the type that would (i)
preclude a finding of director independence under the Marketplace Rules or (ii) otherwise interfere with the exercise of independent judgment in carrying out the responsibilities of the director.
In addition to the satisfaction of the director independence requirements set forth in the Marketplace Rules, members of the Audit and Compensation and Human Resources Committees have also satisfied separate independence requirements under the current standards imposed by the SEC and the Marketplace Rules for audit committee and compensation committee members.
Director Nominations. The Nominating Committee identifies and evaluates individuals qualified to become members of the Match Group Board. The Nominating Committee receives candidate recommendations from stockholders, directors and management and, from time to time, is assisted by a third-party advisor in identifying qualified candidates. In assessing the candidates for recommendation to the Board as director nominees (regardless of how the candidate was identified or recommended), the Nominating Committee will evaluate such candidates against the standards and qualifications set out in its charter, including:
Personal and professional integrity and character
Prominence and reputation in the candidate's profession
Skills, knowledge, diversity of background and experience, and expertise (including business or other relevant experience) useful and appropriate to the effective oversight of our business
The capacity and desire to represent the interests of the stockholders as a whole
The extent to which the interplay of the candidate's skills, knowledge, expertise, diversity of background and experience with that of the other Board members will help build a Board that is effective in collectively meeting our strategic needs and serving the long-term interests of the various stakeholders
Availability to devote sufficient time to the affairs of Match Group
The Nominating Committee considers not only an individual's qualities, performance and professional responsibilities, but also the then composition of the Board and the challenges and needs of the Board at that time. While the Board does not have a formal diversity policy, the Nominating Committee also considers the overall diversity of the experiences, characteristics, attributes, skills and backgrounds of candidates relative to those of other Board members and those represented by the Board as a whole to ensure that the Board has the right mix of skills, expertise and background.
The Board does not have a formal policy regarding the consideration of director nominees recommended by stockholders as the Board and the Nominating Committee assess all candidates in the same manner regardless of how the candidate was identified or recommended. Stockholders who wish to make such a recommendation should send the recommendation to Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231, Attention: Corporate Secretary. The envelope must contain a clear notation that the enclosed letter is a "Director Nominee Recommendation." The letter must identify the author as a stockholder, provide a brief summary of the candidate's qualifications and history, together with an indication that the recommended individual would be willing to serve (if elected), and must be accompanied by evidence of the sender's stock ownership. Any nominations for directors must comply with the requirements set forth in our bylaws.
Director Time Commitments and Service on Other Public Company Boards. Serving on Match Group's Board requires significant time and attention. Directors are expected to spend the time needed and meet as often as necessary to discharge their responsibilities. In considering each director's ability to properly discharge their duties, the Nominating Committee will annually review each director's professional time commitments. This may include, without limitation, the director's principal occupation, service on other public company boards, including any leadership positions held and service on such board's committees, as well as service on private company boards and boards of non-profit organizations. If at any time the principal occupation of any director changes, the Nominating Committee will review the continued appropriateness of such director's service on the Board.
Directors should not serve on more than four public company boards (including Match Group's Board), other than a director who serves as Match Group's Chief Executive Officer, who should not serve on more than three public company boards (including Match Group's Board). Service on boards of other organizations should follow the Company's conflict of interest policies.
Director Orientation and Education. All new members of the Board are required to participate in Match Group's orientation program for directors. The orientation program includes discussions with and presentations by
senior management and provides new directors with a review of Match Group's financial position, an overview of the industry in which we operate and compete and the regulatory and legal environment that affects our business, as well as governs directors' fiduciary duties. All directors are offered the opportunity, and are encouraged, to participate in continuing education programs with reimbursement by us of any associated expenses.
Communications with the Match Group Board. Stockholders who wish to communicate with the Board or a particular director may send any such communication to [email protected] or Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas, 75231, Attention: Corporate Secretary. If sent by mail, the mailing envelope must contain a clear notation indicating that the enclosed letter is a "Stockholder-Board Communication" or "Stockholder-Director Communication." All correspondence must identify the author as a stockholder, provide evidence of the sender's stock ownership and clearly state whether the intended recipients are all members of the Board or a particular director or directors. Match Group's Corporate Secretary will then review such correspondence and forward it to the Board, or to the specified director(s), if appropriate. Items unrelated to directors' duties and responsibilities may be excluded, including solicitations and advertisements.
The Board. The Board acts as the ultimate decision-making body of the Company and advises and oversees management, who are responsible for the day-to-day operations and management of the Company. The Board met seven times during 2025. During 2025, all then-incumbent directors attended at least 75% of the meetings of the Board and the Board committees on which they served, other than Bernard Kim, who resigned from the Board on February 4, 2025. Directors are not required to attend annual meetings of Match Group stockholders. Three directors attended Match Group's annual meeting of stockholders in 2025.
The Board currently has three standing committees: the Audit Committee, the Compensation and Human Resources Committee, and the Nominating and Corporate Governance Committee.
Audit Committee. The members of Match Group's Audit Committee, all of whom are independent directors, are Messrs. Bailey, Cavens (Chairperson) and Schiffman. The Audit Committee met ten times during 2025. The Audit Committee is appointed by the Board to assist the Board with a variety of matters described in its charter, which include monitoring: (i) the integrity of Match Group's financial statements, (ii) the effectiveness of Match Group's internal control over financial reporting, (iii) the qualifications, performance and independence of Match Group's independent registered public accounting firm, (iv) the performance of Match Group's internal audit function, (v) Match Group's risk assessment and risk management policies as they relate to financial and other risk exposures and (vi) Match Group's compliance with legal and regulatory requirements. In fulfilling its purpose, the Audit Committee maintains free and open communication among its members, Match Group's independent registered public accounting firm, Match Group's internal audit function and Match Group management. The formal report of the Audit Committee is set forth under "Audit Committee Matters-Audit Committee Report."
The Board has concluded that Mr. Schiffman is an "audit committee financial expert," as such term is defined in applicable SEC rules, as well as the Marketplace Rules.
Compensation and Human Resources Committee. The members of Match Group's Compensation and Human Resources Committee, all of whom are independent directors, are Mses. Jones, McDaniel (Chairperson) and Seymon. The Compensation and Human Resources Committee met eight times during 2025. The Compensation and Human Resources Committee is appointed by the Board to assist the Board with all matters relating to the compensation of Match Group's executive officers and non-employee directors and has overall responsibility for approving and evaluating all compensation plans, policies and programs of Match Group as they affect Match Group's executive officers and non-employee directors. The Compensation and Human Resources Committee also evaluates the performance of Match Group's senior management and presents its findings and recommendations to the full Board. The Compensation and Human Resources Committee may form and delegate authority to subcommittees and may delegate authority to one or more of its members. The Compensation and Human Resources Committee may also delegate to one or more of Match Group's officers the authority to grant awards of equity-based compensation to eligible individuals (other than directors or executive officers) to the extent allowed under applicable law. For additional information on Match Group's processes and procedures for the consideration and determination of executive compensation and the related roles of the Compensation and Human Resources Committee, Match Group management and consultants, see the discussion under "Compensation Discussion and Analysis." The formal report of the Compensation and Human Resources Committee is set forth under "Compensation Committee Report."
Nominating and Corporate Governance Committee. The members of Match Group's Nominating and Corporate Governance Committee, all of whom are independent directors, are Ms. Brenner, Ms. Campbell and Mr. McInerney (Chairperson). The Nominating Committee met five times during 2025. The Nominating Committee is appointed by the Board to (i) identify and evaluate individuals qualified to become Board members consistent with such criteria as are deemed appropriate by the Nominating Committee or the Board, including the consideration of nominees submitted by stockholders, and to recommend to the Board director nominees for the next annual meeting of stockholders or special meeting of stockholders at which directors are to be elected (and nominees to fill vacancies on the Board as necessary), (ii) periodically review Board committee composition and recommend changes as needed, (iii) oversee periodic evaluations of the Board and its committees, (iv) develop and periodically review corporate governance guidelines, (v) review director and director nominee independence,
(vi) review and make recommendations regarding responses to stockholder proposals, (vii) oversee social and environmental policies and initiatives, (viii) oversee political contributions and expenditures and (ix) oversee corporate governance practices and identify best practices for potential adoption.
PROPOSAL 2-ADVISORY VOTE TO APPROVE EXECUTIVE COMPENSATION
As required pursuant to Section 14A of the Securities Exchange Act of 1934 (as amended, the "Exchange Act"), we are seeking a non-binding advisory vote from our stockholders to approve the compensation of our named executive officers for 2025. This proposal, which we refer to as the "say-on-pay proposal," is not intended to address any specific item of compensation, but rather our overall compensation program and policies relating to our named executive officers.
As described in detail in the "Compensation Discussion and Analysis" section of this proxy statement, our executive officer compensation program is designed to increase long term stockholder value by attracting, retaining, motivating and rewarding leaders with the competence, character, experience and ambition necessary to enable Match Group to meet its growth objectives.
We believe that our executive officer compensation program, with its balance of short-term and long-term incentives, rewards sustained performance that is aligned with long-term stockholder interests. Accordingly, we believe that the compensation paid to our named executive officers in 2025 pursuant to our executive officer compensation program was fair and appropriate and are asking our stockholders to vote "FOR" the adoption of the following resolution:
"RESOLVED, that the stockholders of Match Group, Inc. (the "Company") approve, on an advisory basis, the compensation of the Company's named executive officers for 2025, as disclosed in the Company's Proxy Statement for the 2026 Annual Meeting of Stockholders pursuant to the U.S. Securities and Exchange Commission's compensation disclosure rules, including the Compensation Discussion and Analysis, the Executive Compensation tables and the related narrative discussion."
The approval, on an advisory basis, of the say-on-pay proposal requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter. The vote is advisory in nature and therefore not binding on us or our Board. However, our Board and Compensation and Human Resources Committee value the opinions of all of our stockholders and will consider the outcome of this vote when making future compensation decisions for our named executive officers.
The Company last sought a say-on-pay vote at its 2025 Annual Meeting of Stockholders and last sought a non-binding advisory vote from its stockholders on the frequency of seeking the say on pay vote (required by applicable law every six years) at its 2022 Annual Meeting of Stockholders. Based on voting results from the 2022 Annual Meeting of Stockholders, and consistent with the Company's recommendation, say-on-pay votes currently occur every year. Accordingly, the next say-on-pay vote is currently scheduled to be held at the Company's 2027 Annual Meeting of Stockholders.
The Board recommends that our stockholders vote "FOR" the advisory vote to approve executive compensation.
PROPOSAL 3-APPROVAL OF THE SECOND AMENDED AND RESTATED 2024 STOCK AND ANNUAL INCENTIVE PLAN
(THE "2024 PLAN" OR THE "SECOND AMENDED AND RESTATED 2024 PLAN")
The Board requests that stockholders approve the proposed Match Group, Inc. Second Amended and Restated 2024 Stock and Annual Incentive Plan to (i) increase the number of shares of common stock available for issuance under the 2024 Plan by 6,250,000 shares and (ii) extend the term of the 2024 Plan to the tenth anniversary of our 2026 Annual Meeting. There are no other changes proposed to the 2024 Plan.
The Board originally adopted the 2024 Plan in April 2024, which became effective upon approval by our stockholders on the date of our 2024 Annual Meeting, which was June 21, 2024. The Board approved the Amended and Restated 2024 Plan in April 2025, which became effective upon approval by our stockholders on the date of our 2025 Annual Meeting, which was June 18, 2025. The Board approved the Second Amended and Restated 2024 Plan on April 28, 2026, subject to approval by our stockholders at the 2026 Annual Meeting.
As of April 2, 2026, there were 9,312,930 shares remaining available for issuance under the 2024 Plan, representing 3.98% of our outstanding common stock as of that date. As indicated last year, we are continuing our annual request cadence for requesting additional shares so that stockholders can continue to monitor our share usage and provide input on our equity program. The additional 6,250,000 shares requested for issuance under the Second Amended and Restated 2024 Plan is intended to provide us with sufficient shares for grants to be made over the next 12 to 18 months to support our continued employee attraction, retention and motivation needs, ensuring our continued competitiveness in a dynamic talent market. The precise amount of time this pool will sustain our future share needs is difficult to predict, particularly under our current market conditions and ongoing market volatility throughout the technology sector, and it will depend on our hiring and retention needs across our leadership team and broader employee population, the cost of which we expect will increase as we continue to focus on top engineering, product and AI talent to execute our strategic plans, the possibility of unplanned events such as unanticipated changes to our leadership team or headcount, and the price of our common stock at the time equity awards are granted. In addition, if approved by stockholders, the term of the 2024 Plan will be extended to the tenth anniversary of the date of the stockholders' approval at the 2026 Annual Meeting.
If the Second Amended and Restated 2024 Plan is not approved by our stockholders, the 2024 Plan will remain in effect in its current form, which may not be sufficient to support our equity compensation plans through the next opportunity to increase the equity plan reserve at our 2027 Annual Meeting of Stockholders. As a result, we would lose access to a key element of compensation that is critical in the competitive labor markets in which we compete, and we may need to replace future equity incentive awards with cash awards, which may not align the interests of our executives and employees with those of our stockholders as effectively as equity incentive awards. Cash awards would also likely have a negative impact to our Adjusted EBITDA, which is among the primary metrics by which we evaluate the performance of our business, on which our internal budget is based, by which management is compensated, and which is often used to compare the performance of the Company to that of our competitors.
The approval of the Second Amended and Restated 2024 Plan requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter. The Board has determined that it is in the best interests of the Company and its stockholders to approve this proposal. The Board recommends that our stockholders
vote "FOR" the approval of the Second Amended and Restated 2024 Plan.
Incentive Compensation is a Critical Part of Match Group's Ability to Effectively Compete for Talent
We operate in a competitive market for talent across our portfolio of companies. The 2024 Plan enables us to grant equity-based compensation awards designed to attract, retain and motivate highly talented and skilled officers, employees, and non-employee directors, and other service providers who are critical to the achievement of our long-term financial and strategic goals. Awards made under the 2024 Plan are designed to align the
individual interests of award recipients with the interests of our stockholders and reward them for the creation of long-term stockholder value.
We believe that offering ownership interests in Match Group through the 2024 Plan is a key factor in retaining existing employees, recruiting and retaining new employees, and fostering an ownership culture that focuses all employees on our success. In addition, long-term equity-based compensation enables Match Group to provide competitive compensation to help in the recruitment of executive officers and employees, and through vesting requirements, helps to promote retention and long-term service of executive officers and employees. Our broad-based program is used to attract and retain talented employees at all levels of the organization. During 2025, approximately 76% of our restricted stock unit ("RSU") and performance-based restricted stock unit ("PSU") awards granted to employees and consultants were made to our non-executive officer employees and other participants, which takes into account the potential maximum payout of PSU awards. No stock option awards were granted in 2025.
Equity Awards Support Our Pay for Performance Objectives
We award RSUs to a broad-based group of our employees and non-employee directors. In addition, we also grant PSUs to senior employees, including our named executive officers, that vest based on both time and the achievement of rigorous performance conditions. Please see the description set forth under "Compensation Discussion and Analysis-Compensation Elements-Long-Term Incentives" below for additional information regarding the performance conditions associated with performance-based awards granted to executive officers in 2025. Our Board believes that equity awards - the value of which fluctuates based on our stock price performance and, in the case of performance-based awards, the achievement of key objectives - directly link realized pay to Company performance and reinforce our pay-for-performance philosophy. Equity-based compensation under the 2024 Plan encourages recipients to act with an ownership mindset, and promote responsible decision-making that supports sustained stockholder value.
Equity Awards Effectively Link Employee and Stockholder Interests and Drive Long-Term Value Creation
The Board and the Compensation and Human Resources Committee believe that equity awards provide award recipients with a strong link to long-term performance and help to align the interests of award recipients with those of stockholders. The 2024 Plan is designed to advance these interests to the benefit of Match Group and its stockholders.
The ability to grant long-term equity-based compensation would allow Match Group to continue to align the interests of award recipients with the interests of Match Group's stockholders and to create substantial incentives for Match Group's executive officers and employees to achieve Match Group's long-term goals.
We Are Mindful of the Need to Balance Our Need to Attract and Retain Talent with Stockholder Interests Regarding Dilution
We are mindful of the dilutive impact of our equity compensation program on our stockholders. The requested increase of 6,250,000 shares under the 2024 Plan, as proposed, is intended to balance dilution considerations with our need to compete for skilled talent, maintain competitive compensation practices, and attract and retain the leadership required to support our strategic objectives. In determining the reasonableness of the 2024 Plan share reserve, our Compensation and Human Resources Committee considered both our dilution compared to industry practice, and our historic burn rate.
Dilution
The proposed share increase represents an incremental dilution of approximately 2.67% of the shares of common stock outstanding as of April 2, 2026, which is well below the median requests of similarly-sized technology companies (3.70%) and that of all companies within the same Global Industry Classification Standard ("GICS") sector as Match Group (8.00%), each since January 2024.1 We expect that the additional 6,250,000 shares will provide us with a sufficient number of shares to cover issuances for the next 12 to 18 months. As noted above, the precise amount of time this pool will sustain our future share needs is difficult to predict, particularly under our current market conditions and ongoing market volatility throughout the technology sector,
1 Data per Institutional Shareholder Services Inc. ("ISS") Corporate Solutions. Similarly-sized technology companies is defined as companies within the software & service, technology hardware & equipment, semiconductor & semiconductor equipment, and media & entertainment GICS sectors with market capitalization values between $3 billion and $30 billion. Match Group is a member of the media & entertainment GICS sector.
and will depend on our hiring and retention needs across our leadership team and broader employee population, the cost of which we expect will increase as we continue to focus on top engineering, product and AI talent to execute our strategic plans, the possibility of unplanned events such as unanticipated changes to our leadership team or headcount, and the price of our common stock at the time equity awards are granted. The Board believes the number of additional shares requested for issuance under the 2024 Plan represents a reasonable amount of potential additional equity dilution.
Our Board remains committed to effectively managing our share reserves for equity compensation while minimizing stockholder dilution. In the near term, we intend to continue to make annual requests to stockholders for additional shares so that stockholders can monitor our share usage and provide continued input on our equity program. We also maintain a share repurchase program, which has the effect of helping to mitigate dilution from equity awards by reducing the total number of our shares outstanding. However, our share repurchases have also contributed to the increase in our burn rate over the last three years, as well as the potential dilution represented by outstanding awards, as repurchases decrease the number of shares of common stock outstanding. During 2023, 2024 and 2025, we repurchased approximately 60 million shares, or approximately $2.1 billion of shares.
As of April 1, 2026, $895 million remains available under the share repurchase program. Responsible Equity Usage
Below is a summary of Match Group's assessment of potential dilution attributable to the proposed increase in shares authorized pursuant to the Second Amended and Restated 2024 Plan. The information listed in the table below is as of April 2, 2026, the most recent practicable date prior to the filing of our proxy statement, and reflects all existing and former equity plans.
Share Allocation and Potential
Dilution
2024 Plan additional share request
6,250,000
Shares currently available for future awards(1)
9,312,930
Shares subject to currently outstanding full value awards(1)
18,707,442
Shares subject to currently outstanding stock options(2)
644,849
Total potential equity awards
34,915,221
Shares outstanding
233,884,942
Potential dilution from equity awards
14.93%
Reflects (i) the maximum number of PSUs that would vest if the highest level of performance condition is achieved, (ii) 3,210,864 shares reserved to settle subsidiary equity awards denominated in the equity of certain of our subsidiaries (the "Subsidiary Equity Awards") and (iii) 11,744 shares issuable pursuant to deferred share units accrued under the 2020 Match Group, Inc. Deferred Compensation Plan for Non-Employee Directors. For a description of Subsidiary Equity Awards, see "Note 10-Stock-Based Compensation-Equity Instruments Denominated in Shares of Certain Subsidiaries" to the consolidated financial statements included in "Part II, Item 8-Consolidated Financial Statements and Supplementary Data" of the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the Securities and Exchange Commission on February 26, 2026 (the "2025 10-K").
Stock options outstanding have a weighted average exercise price of $26.93 and a weighted-average remaining term of 1.36 years.
If approved, the 6,250,000 additional shares requested for issuance under the 2024 Plan would, when combined with shares subject to outstanding equity awards as reflected in the table above, increase the potential dilution percentage to approximately 14.93%.
Burn Rate
We are committed to managing the use of our equity incentives prudently to balance the benefits equity compensation brings to our compensation program with the dilution it causes our stockholders. As part of our analysis when considering the proposed share increase, we considered our three-year average "burn rate," or the number of shares subject to equity awards granted from the beginning of 2023 through the end of 2025, divided by the weighted average number of shares outstanding for that period.
2023
2024
2025
Burn rate (annual)(1) 1.93%
2.58%
3.21%
(1) Amounts for each year reflect the number of PSUs earned in each year and exclude Subsidiary Equity Awards due to the inability to translate such awards into a number of Match Group shares on the date of grant. Refer to "Note 10-Stock-Based Compensation" to the consolidated financial statements included in "Part II, Item 8-Consolidated Financial Statements and Supplementary Data" of the 2025 10-K, for information on how the Company reports the number of awards granted each year.
As shown in the table above, Match Group's average annual burn rate for the three-year period ending December 31, 2025 was 2.57%. For context, we believe there are significant factors that have influenced our share usage and merit consideration. The majority of our recent hiring activity has been concentrated in Tinder and Hinge, which operate in fiercely competitive markets. The recruitment efforts for these brands have predominantly targeted technically skilled professionals, such as engineers, who command higher compensation packages that include a significant equity component. This strategic focus on specialized talent is crucial for maintaining our competitive edge and driving innovation in our industry. This heightened need for equity compensation coincided with our stock price significantly declining and remaining depressed over the past three years, which impacted the number of shares required to meet our compensation obligations. Accordingly, our share usage in 2025 is most reflective of our anticipated equity needs over at least the next 12 to 18 months, with an additional buffer, at our current stock price.
Our 2.57% average annual burn rate for the previous three years compares favorably to similarly situated companies within our industry relative to our current size, market profile, and compensation practices. Further, it is well below the benchmark set by Institutional Shareholder Services (5.42%) for Russell 3000 companies (excluding S&P 500 constituents) within our GICS industry, which we believe is the appropriate benchmark against which to assess our equity usage relative to market practice as we are no longer a member of the S&P 500 as of March 2026. The Board's Compensation and Human Resources Committee and management monitor our equity usage on a regular basis and will continue to do so to ensure our burn rate is within competitive market norms. While our prior inclusion in the S&P 500 reflected the Company's position at that time, continued evaluation of our equity usage against S&P 500 benchmarks does not provide a meaningful or representative frame of reference for assessing our current or go-forward equity compensation practices. To the contrary, doing so inappropriately compares us to companies with larger market capitalizations.
We also considered that during the period from the beginning of 2023 through the end of 2025, we made equity grants in connection with leadership appointments that we believe are critical to furthering our business strategy, and to incentivize our key officers and employees. We believe these new hires and aforementioned compensation decisions are critical to the development and strength of our senior management team to attract the experience and talent necessary to further implement our strategy.
Our Strong Corporate Governance Practices Further Align Our Equity Compensation Program with Stockholders' Interests
The following is a list of key practices intended to protect the interests of our stockholders:
No evergreen provision. The 2024 Plan does not contain an "evergreen" feature pursuant to which the shares authorized for issuance under the plan can be increased automatically without stockholder approval.
No discounted options or stock appreciation rights ("SARs"). Stock options and SARs must have an exercise price per share that is no less than the fair market value of our common stock on the date of grant.
No repricing. Repricing of options and SARs is not to be permitted without stockholder approval, except for adjustments with respect to certain specified extraordinary corporate transactions.
No "liberal" change in control definition. The change in control definition under the 2024 Plan is only triggered in those instances where an actual change in control occurs.
No automatic single-trigger vesting of employee awards. Awards granted under the 2024 Plan to employees will not vest automatically upon a change in control.
No liberal share recycling. Any shares withheld or tendered in respect of taxes relating to any award or withheld or tendered to pay the exercise price of options will not again become available for issuance under the 2024 Plan.
Restricted dividends and dividend equivalents on awards. The 2024 Plan permits payment of dividends and dividend equivalents on awards only if and when the underlying award vests.
Limit on non-employee director compensation. The maximum aggregate compensation that may be paid to any non-employee director in any calendar year (including cash and awards under the 2024 Plan) is
$750,000, except that the maximum for a newly appointed or elected non-employee director is $1,000,000.
Post-exercise holding period for CEO. Upon exercise of options or SARs by our CEO, any net shares received will be subject to a post-exercise holding period until the earlier of twelve (12) months from the date of exercise or the CEO's termination of employment for any reason (including due to retirement).
Clawback of awards. Awards granted under the 2024 Plan are subject to the Company's Compensation Recoupment Policy.
Summary of Terms of the 2024 Plan
The principal features of the 2024 Plan are described below. This summary is qualified in its entirety by reference to the full text of the 2024 Plan, a copy of which is attached as Appendix A to this proxy statement.
Administration. The 2024 Plan is administered by the Compensation and Human Resources Committee (or such other committee of the Board as the Board may from time to time designate, and for purposes of this summary, the "Committee"). Among other things, the Committee has the authority to select individuals to whom awards are granted, determine the types of awards granted, the number of shares of Match Group common stock underlying awards and the terms and conditions of awards.
Term. Awards may be granted under the 2024 Plan for ten years following the date on which our stockholders approve the 2024 Plan.
Eligibility. Awards under the 2024 Plan may be granted to any current or prospective director, officer, employee and consultant of Match Group or its subsidiaries or affiliates. The 2024 Plan permits awards to be made to any of the following individuals, as designated by the Committee: (i) non-employee directors of the Company (currently, the Company has 10 non-employee directors); (ii) officers of the Company (currently, the Company has 4 executive officers); (iii) employees (currently, the Company or its subsidiaries or affiliates have approximately 2,200 full-time employees and 14 part-time employees); and (iv) consultants (currently, the Company or its subsidiaries or affiliates have approximately 575 consultants). The basis for participation in the 2024 Plan is the Committee's decision that an award to an eligible participant will further the 2024 Plan's purpose of retaining, attracting and rewarding non-employee directors, officers, employees and consultants of outstanding ability and motivating eligible participants to exert their best efforts to achieve the Company's long-term goals.
Shares Subject to the 2024 Plan. The 2024 Plan provides that the aggregate number of shares of Match Group common stock subject to grant under the 2024 Plan will be (i) 17,926,467 (which represents the 6 million shares of common stock originally reserved for issuance under the 2024 Plan plus the 11,926,467 shares remaining available for future grant under the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan (the "2017 Plan") as of June 21, 2024, the date on which the stockholders approved the original 2024 Plan), (ii) plus the additional 4,200,000 shares approved by stockholders on June 18, 2025, (iii) plus the additional 6,250,000 shares requested pursuant to this proposal, (iv) plus any shares subject to any outstanding award under the 2017 Plan that, after June 21, 2024, is forfeited, is terminated, expires or lapses for any reason without delivery of the shares underlying such award. The maximum number of shares that may be granted pursuant to incentive stock options is 10,000,000. The foregoing share limits are subject to adjustment in certain circumstances to prevent dilution or enlargement.
The shares of Match Group common stock subject to grant under the 2024 Plan may be made available from authorized but unissued shares or from treasury shares, as determined from time to time by the Board. To the extent that any award is forfeited or any stock option or stock appreciation right terminates, expires or lapses without being exercised or any award is settled for cash, the shares of Match Group common stock underlying such awards will again be available for awards under the 2024 Plan. Shares will not again become available for issuance under the 2024 Plan to the extent (i) they are withheld or tendered to pay the exercise price of a stock option and/or the tax withholding obligations relating to any award, (ii) they underlie an award of SARs or any similar award (in which case the total number of shares will not again become available for issuance, and not only the number of shares actually issued in exercise or settlement of such an award), or (iii) they are repurchased by the Company in the open market with proceeds from a cash exercise of a stock option.
Stock Options and SARs. The 2024 Plan provides for the award of stock options and SARs. Stock options can either be incentive stock options ("ISOs") or non-qualified stock options and SARs can be granted either alone or in tandem with stock options. The exercise price of stock options and SARs cannot be less than 100% of the Fair Market Value (defined below) of Match Group common stock on the grant date. The 2024 Plan defines Fair Market Value as the closing price of Match Group common stock on the date of measurement, unless otherwise determined by the Committee. The closing price of Match Group common stock, as reported on the NASDAQ Stock Market, on April 15, 2026 was $34.52 per share. Stock options and SARs cannot be repriced without stockholder approval.
Holders of stock options may pay the exercise price: (i) in cash, (ii) if approved by the Committee, in shares of Match Group common stock (valued at Fair Market Value), (iii) with a combination of cash and shares of Match Group common stock, (iv) by way of a cashless exercise through a broker approved by the Company or (v) by withholding shares of Match Group common stock otherwise receivable on exercise. The Committee determines the term of stock options and SARs, which term may not exceed ten years from the grant date. The Committee determines the vesting and exercise schedules for stock options and SARs, which the Committee may waive or accelerate at any time, and the extent to which these awards will be exercisable after a termination of employment. Generally, unvested stock options and SARs terminate upon a termination of employment and vested stock options and SARs remain exercisable for one year after death, disability or retirement and for ninety
(90) days after a termination of employment for any other reason. Vested stock options and SARs also terminate upon a termination of employment for cause. Stock options and SARs are transferable only by will or the laws of descent and distribution or pursuant to a qualified domestic relations order or, in the case of non-qualified stock options or SARs, as otherwise expressly permitted by the Committee (including, if so permitted, pursuant to a transfer to family members or a charitable organization, whether directly or indirectly or by means of a trust or partnership or otherwise).
Restricted Stock. The 2024 Plan provides for the award of shares of Match Group common stock that are subject to forfeiture and restrictions on transferability as set forth in the 2024 Plan and as may be otherwise determined by the Committee ("Restricted Stock"). Except for these restrictions and any others imposed by the Committee, upon the grant of an award of Restricted Stock, holders will have rights of a stockholder with respect to the shares of Restricted Stock, including the right to vote such shares and to receive all dividends and other distributions paid or made with respect to such shares, on such terms as will be set forth in the applicable award agreement. Unless otherwise determined by the Committee: (i) cash dividends on shares of Restricted Stock shall be automatically reinvested in additional shares of Restricted Stock and (ii) dividends payable in shares of Match Group common stock shall be paid in the form of additional shares of Restricted Stock, which in both cases, shall vest in accordance with the vesting schedule of the initial award. Grants of Restricted Stock awards under the 2024 Plan may or may not be subject to performance conditions. Shares of Restricted Stock may not be sold, transferred, pledged, exchanged or otherwise encumbered prior to vesting.
RSUs. The 2024 Plan provides for the award of RSUs denominated in shares of Match Group common stock that will be settled, subject to the terms and conditions of the RSUs, in cash, shares of Match Group common stock or a combination thereof, based upon the Fair Market Value of the number of shares of Match Group common stock vesting. RSUs are not shares of Match Group common stock and as a result, holders of RSUs do not have rights of a stockholder. RSU award agreements will specify whether, to what extent and on what terms and conditions the shares of Match Group common stock underlying awards will be credited for dividends (if at all); provided that any dividend equivalents will be subject to the same vesting schedule as the underlying award and will pay out only if and when the underlying award vests. RSUs granted under the 2024 Plan may or may not be subject to performance conditions. RSUs may not be sold, transferred, pledged, exchanged or otherwise encumbered prior to vesting.
Other Stock-Based Awards. The 2024 Plan also provides for the award of other Match Group common stock-based awards and awards that are valued in whole or in part by reference to (or are otherwise based on) shares of Match Group common stock (including unrestricted stock, dividend equivalents and convertible debentures).
For the avoidance of doubt, other stock-based awards granted pursuant to the 2024 Plan shall not be eligible to receive dividends or dividend equivalents prior to the vesting of such an award.
Cash-Based Awards. Lastly, the 2024 Plan provides for cash-based awards settleable in cash, shares of Match Group common stock or a combination thereof.
Change in Control. Unless otherwise provided in the applicable award agreement or otherwise set forth in writing between the Company and the participant, upon a termination of employment (other than for cause or disability) or resignation for good reason during the two-year period following a change in control:
all stock options and SARs outstanding as of the date of termination or resignation that were outstanding as of the date of the change in control will become fully vested and exercisable and will remain exercisable until the later of: (i) the period that they would have remained exercisable absent the change in control provision and (ii) the earlier of the original term or one-year anniversary of such change in control;
all restrictions applicable to all Restricted Stock outstanding as of the date of termination or resignation that were outstanding as of the date of the change in control will lapse and such Restricted Stock will become fully vested and transferable; and
all RSUs, including PSUs, outstanding as of the date of termination or resignation that were outstanding as of the date of the change in control will become fully vested, any outstanding performance goals will be deemed satisfied at target, any restrictions shall lapse and such RSUs will be settled in cash or shares of Match Group common stock as promptly as is practicable.
Amendment and Discontinuance. The 2024 Plan may be amended, altered or discontinued by the Board, but no amendment, alteration or discontinuance may impair the rights of award holders without their consent.
Amendments to the 2024 Plan will require stockholder approval to the extent such approval is required by applicable law or the listing standards of the applicable exchange. If approved by our stockholders, the Second Amended and Restated 2024 Plan will terminate on the tenth anniversary of the date of stockholder approval of the Second Amended and Restated 2024 Plan.
The following is a summary of certain federal income tax consequences of awards to be made under the 2024 Plan based upon the laws in effect as of the date of this proxy statement. The discussion is general in nature and does not take into account a number of considerations which may apply in light of individual circumstances under the 2024 Plan. Income tax consequences under applicable state and local tax laws may not be the same as under federal income tax laws.
Non-Qualified Stock Options. A participant will not recognize taxable income when a non-qualified stock option is granted and we will not be entitled to a tax deduction at such time. A participant will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) upon the exercise of a non-qualified stock option equal to the excess of the Fair Market Value of the shares of Match Group common stock purchased over their exercise price and we generally will be entitled to a corresponding deduction.
ISOs. An award holder will not recognize taxable income when an ISO is granted. An award holder will not recognize taxable income (except for purposes of the alternative minimum tax) upon the exercise of an ISO. If the award holder does not sell or otherwise dispose of the shares of Match Group common stock acquired upon the exercise of an ISO within two years from the date the ISO was granted or within one year from the date the award holder acquired the shares of Match Group common stock, any gain or loss arising from a subsequent disposition of such shares will be taxed as long-term capital gain or loss and we will not be entitled to any deduction. If, however, the shares of Match Group common stock acquired are disposed of within such two- or one-year periods, then in the year of such disposition the award holder will recognize compensation taxable as ordinary income equal to the excess of the lesser of the amount realized upon such disposition and the Fair Market Value of such shares on the date of exercise over the exercise price and we generally will be entitled to a corresponding deduction. The excess of the amount realized through the disposition date over the Fair Market Value of the shares of Match Group common stock acquired on the exercise date will be treated as capital gain.
SARs. An award holder will not recognize taxable income when a SAR is granted and we will not be entitled to a tax deduction at such time. Upon vesting of a SAR, no taxable income is recognized. However, upon exercise, the participant will recognize ordinary income (and subject to income tax withholding in the case of employees) equal to the cash received or the difference between the Fair Market Value of any shares of Match Group common stock received and the exercise price. We generally will be entitled to a corresponding deduction.
Restricted Stock. An award holder will not recognize taxable income when an award of Restricted Stock is granted and we will not be entitled to a tax deduction at such time, unless the award holder makes an election
under Section 83(b) of the Internal Revenue Code of 1986 (the "Code"), as amended, to be taxed at grant. If such an election is made, the award holder will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at the time of the grant equal to the Fair Market Value of the shares of Restricted Stock at such time. If such an election is not made, the award holder will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at vesting in an amount equal to the Fair Market Value of the shares of Restricted Stock at such time. We are entitled to a corresponding deduction at the time ordinary income is recognized by the award holder. In addition, dividends credited prior to vesting to shares of Restricted Stock for which the above-described election has not been made will be compensation taxable as ordinary income (and subject to income tax withholding in the case of employees), rather than as dividend income, and we will be entitled to a corresponding deduction.
RSUs. An award holder will not recognize taxable income when RSUs are granted and we will not be entitled to a tax deduction at such time. An award holder will recognize compensation taxable as ordinary income (and subject to income tax withholding in the case of employees) at vesting in an amount equal to the Fair Market Value of any shares of Match Group common stock delivered (and the amount of cash paid by us (if any)) and we will be entitled to a corresponding deduction.
Section 162(m). Under Section 162(m) of the Code, compensation (including compensation under the 2024 Plan) in any calendar year in excess of $1 million for any individual who serves as a named executive in 2017 or thereafter will not be deductible, unless such compensation is grandfathered under the Tax Cuts and Jobs Act of 2017.
The foregoing general tax discussion is intended for the information of stockholders in connection with considering how to vote with respect to the Second Amended and Restated 2024 Stock and Annual Incentive Plan Proposal and not as tax guidance to individuals who receive awards under the 2024 Plan. Holders of awards under the 2024 Plan are strongly urged to consult their own tax advisors regarding the federal, state, local, foreign and other tax consequences to them of participating in the 2024 Plan.
If the stockholders approve this proposal, we will file with the SEC, as soon as reasonably practicable after such approval, a registration statement on Form S-8 relating to the additional shares available for issuance under the 2024 Plan.
A new plan benefits table for the 2024 Plan and the benefits or amounts that would have been received by or allocated to participants for the last completed fiscal year under the 2024 Plan is not provided because all awards made under the 2024 Plan will be made at the Committee's discretion, subject to the terms of the 2024 Plan.
Therefore, the benefits and amounts that will be received or allocated under the 2024 Plan are not determinable at this time. However, please refer to the 2025 Summary Compensation Table in this proxy statement which sets forth certain information regarding awards granted to our named executive officers during the last completed fiscal year.
The following table sets forth with respect to each named executive officer listed in the Summary Compensation Table set forth below under "Executive Compensation" and each group listed below the number of shares of common stock subject to RSUs and PSUs granted under the 2024 Plan, in each case since the adoption of the 2024 Plan on June 21, 2024 through April 2, 2026 (without regard to whether any awards were subsequently forfeited, terminated or canceled or shares were subsequently withheld). No awards of stock options have been granted under the 2024 Plan.
Name
RSUs and PSUs Granted Since Adoption of Plan(1)
Steven Bailey
434,672
Hesam Hosseini
326,712
Bernard Kim -
Sean Edgett 346,529
Spencer Rascoff 2,409,833
Gary Swidler -
Name
RSUs and PSUs Granted Since Adoption of Plan(1)
All current executive officers as a group (4 persons)
3,517,746
All non-employee directors as a group (10 persons)
83,980
Manuel Bronstein (director nominee)
-
Laura Rachel Jones (director nominee)
8,398
Ann L. McDaniel (director nominee)
8,398
Thomas J. McInerney (director nominee)
8,398
All employees, including all current officers who are 14,369,475 not executive officers, as a group (1,598 persons)
(1) For PSUs, reflects the maximum number of PSUs that would vest if the highest level of performance condition is achieved.
PROPOSAL 4-RATIFICATION OF APPOINTMENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
The Audit Committee of the Board has appointed Ernst & Young LLP ("E&Y") as Match Group's independent registered public accounting firm for the fiscal year ending December 31, 2026, and is requesting that stockholders ratify the appointment.
The Audit Committee annually evaluates the performance of E&Y and determines whether to continue to retain E&Y or consider the retention of another firm. In appointing E&Y as Match Group's independent registered public accounting firm for 2026, the Audit Committee considered (i) E&Y's performance as Match Group's independent registered public accounting firm, (ii) the fact that E&Y has audited the financial statements of Match Group since Match Group was a wholly owned subsidiary of IAC/InterActiveCorp and also since the completion of Match Group's initial public offering in 2015, (iii) E&Y's independence with respect to the services to be performed for Match Group and (iv) E&Y's strong and considerable qualifications and general reputation for adherence to professional auditing standards. In addition, in conjunction with the mandated rotation of the lead engagement partner every five years, the Audit Committee is directly involved in the selection of the new lead engagement partner.
A representative of E&Y is expected to be present at the Annual Meeting and will be given an opportunity to make a statement if they so choose and will be available to respond to appropriate questions.
Although ratification is not required by applicable laws, our bylaws or otherwise, the Board is submitting the selection of E&Y to our stockholders for ratification because the Board values your views on Match Group's independent registered public accounting firm. The Audit Committee intends to carefully consider the results of the vote. If the stockholders do not ratify the appointment of E&Y, the Audit Committee will consider whether it is appropriate to select another independent registered public accounting firm. Even if the selection is ratified, the Audit Committee, in its discretion, may select a different independent registered public accounting firm at any time during the year if the Audit Committee determines that such a change would be in the best interests of Match Group and our stockholders.
Ratification of the appointment of E&Y as Match Group's independent registered public accounting firm requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting in person or represented by proxy and entitled to vote on the matter.
The Board recommends that our stockholders vote "FOR" the ratification of the appointment of E&Y as Match Group's independent registered public accounting firm for the fiscal year ending December 31, 2026.
Disclaimer
Match Group Inc. published this content on April 30, 2026, and is solely responsible for the information contained herein. Distributed via Public Technologies (PUBT), unedited and unaltered, on April 30, 2026 at 23:49 UTC.