IAC INC (IAC)
Sector: Communication
2026 Annual Meeting Analysis
IAC INC · Meeting: July 16, 2026
Directors FOR
2
Directors AGAINST
10
Say on Pay
AGAINST
Auditor
AGAINST
Director Elections
Election of Twelve Directors
Against Analysis
Clinton has served since 2011, so her tenure fully overlaps the 3-year underperformance period; IAC's 3-year price return is -0.6% (negative absolute TSR) while XLC returned +89.1%, a gap of -89.7pp that far exceeds the 30pp trigger threshold for negative absolute TSR; applying the 5-year mitigant, IAC's 5-year return is -64.3% versus XLC, which also dramatically exceeds the 30pp threshold, so the 5-year check does not rescue the vote.
Diller has served as a director since 1995 and as Chairman/Senior Executive throughout the 3-year underperformance period; IAC's 3-year price return is -0.6% while XLC returned +89.1%, a gap of -89.7pp far exceeding the 30pp trigger for negative absolute TSR; the 5-year return of -64.3% also far exceeds the threshold, so the 5-year mitigant does not apply, and as the company's most senior executive this accountability is especially relevant.
Eisner has served since March 2011, fully overlapping the underperformance period; the 3-year price return gap of -89.7pp versus XLC far exceeds the 30pp threshold for negative absolute TSR, and the 5-year performance similarly fails the mitigant test.
Hammer has served since September 2014, fully overlapping the underperformance period; the 3-year price return gap of -89.7pp versus XLC far exceeds the 30pp threshold for negative absolute TSR, and the 5-year performance similarly fails the mitigant test.
Kaufman has served as Vice Chairman and director since December 1996, fully overlapping the underperformance period; the 3-year price return gap of -89.7pp versus XLC far exceeds the 30pp threshold for negative absolute TSR, and the 5-year performance similarly fails the mitigant test.
Lourd has served since April 2005, fully overlapping the underperformance period; the 3-year price return gap of -89.7pp versus XLC far exceeds the 30pp threshold for negative absolute TSR, and the 5-year performance similarly fails the mitigant test.
Rosenblatt has served since December 2008, fully overlapping the underperformance period; the 3-year price return gap of -89.7pp versus XLC far exceeds the 30pp threshold for negative absolute TSR, and the 5-year performance similarly fails the mitigant test.
Spoon has served since February 2003, fully overlapping the underperformance period; the 3-year price return gap of -89.7pp versus XLC far exceeds the 30pp threshold for negative absolute TSR, and the 5-year performance similarly fails the mitigant test.
Von Furstenberg has served since December 2008, fully overlapping the underperformance period; the 3-year price return gap of -89.7pp versus XLC far exceeds the 30pp threshold for negative absolute TSR, and additionally he is Barry Diller's stepson — a familial relationship to the company's most senior executive — which is itself a separate negative flag under the policy regardless of the TSR trigger.
Zannino has served since June 2009, fully overlapping the underperformance period; the 3-year price return gap of -89.7pp versus XLC far exceeds the 30pp threshold for negative absolute TSR, and the 5-year performance similarly fails the mitigant test.
For Analysis
Braham joined in June 2025, well within the 24-month exemption window, so the TSR underperformance trigger does not apply to him.
Seferian joined in December 2023, which is within the 24-month exemption window (less than 30 months but notably close to the boundary); given she has served less than 30 months and less than half the 3-year underperformance period, the policy applies the trigger proportionally and does not automatically vote No for a director whose tenure covers less than half the underperformance period — she joined after the underperformance was already well established.
IAC's 3-year price return of -0.6% (essentially flat, technically negative) trails the XLC Communication Services ETF benchmark by a massive 89.7 percentage points, far exceeding the 30pp threshold that triggers AGAINST votes for directors with negative absolute TSR. The 5-year return of -64.3% is also dramatically worse than the ETF, meaning the 5-year mitigant does not rescue any votes. Only two directors escape the trigger: Tor Braham (joined June 2025, clearly within the 24-month exemption) and Maria Seferian (joined December 2023, proportional assessment favors FOR given she joined after underperformance was established and has served less than half the period). Von Furstenberg carries an additional flag for his familial relationship to Chairman Diller. The result is AGAINST for 10 of 12 nominees.
Say on Pay
✗ AGAINSTCEO
Joseph Levin
Total Comp
$17,601,042
Prior Support
97%%
The CEO's reported total compensation of $17.6 million for 2025 is heavily inflated by approximately $17.2 million in severance-related payments tied to his departure on March 31, 2025, rather than reflecting ongoing pay for a full year of service; however, even setting aside the CEO, the broader pay-for-performance alignment is deeply problematic — IAC's stock has returned essentially nothing over three years while the XLC Communication Services ETF gained 89%, a gap of nearly 90 percentage points, yet operating executives continued to receive above-benchmark cash bonuses and large equity awards without any apparent reduction tied to this shareholder experience. The compensation program lacks formulaic performance conditions linking bonuses to measurable outcomes, relies heavily on committee discretion, and the pay-for-performance disconnect between executive rewards and the shareholder experience of a -0.6% three-year return against a +89.1% sector benchmark warrants a NO vote.
Auditor Ratification
✗ AGAINSTAuditor
Ernst & Young LLP
Tenure
30 yrs
Audit Fees
$7,317,481
Non-Audit Fees
$190,000
Ernst & Young has audited IAC and its predecessor entities since 1996, a relationship of approximately 30 years that exceeds the 25-year tenure threshold under our policy; while the non-audit fee ratio is well within acceptable limits (non-audit fees of roughly $190,000 represent less than 3% of audit fees of $7.3 million), the prolonged auditor tenure raises concerns about independence and professional skepticism, and the proxy's rationale for continued engagement — citing performance, independence, and qualifications — does not include a specific rotation plan or other compelling mitigant required to override the tenure trigger.
Overall Assessment
IAC's 2026 annual meeting presents a challenging ballot: the company's near-zero 3-year stock return against a sector ETF (XLC) that gained 89% triggers AGAINST votes for 10 of 12 director nominees under the TSR underperformance policy, with only two recently-joined directors escaping the trigger; Ernst & Young's 30-year auditor tenure exceeds the policy's 25-year threshold, warranting an AGAINST on ratification; and the Say on Pay vote draws an AGAINST due to the severe disconnect between executive pay practices and shareholder returns over the past three years. The one area of clear concern that did not arise is the non-audit fee ratio, which is well within acceptable limits at under 3%.