Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain
Officers.
Appointment of Executive Vice President and Chief Financial Officer
On January 5, 2022, IAC/InterActiveCorp (the "Registrant" or "IAC") announced
that it had appointed Christopher Halpin as IAC's Executive Vice President and
Chief Financial Officer. The formal date of Mr. Halpin's appointment to this
role was January 3, 2022 and such appointment is expected to be effective on
January 26, 2022 (the "Start Date").
Prior to joining IAC, Mr. Halpin, age 45, will have spent nearly a decade in
leadership roles at the National Football League (the "NFL" or the "League"),
most recently as NFL Executive Vice President and Chief Strategy & Growth
Officer from December 2018 to January 2022, in which capacity he oversaw all
strategic growth and development opportunities, including the League's digital
and sports betting strategies, data and analytics, and its expansion
internationally. From March 2017 to December 2018, Mr. Halpin served as the
League's Chief Strategy Officer. Prior to (and from March 2017 to March 2018,
contemporaneously with) this role, Mr. Halpin led the League's Consumer Products
business from August 2014 to March 2018, including its activities in ecommerce
and gaming, and before that time, he led strategy and business development for
the League's media business from June 2013 to August 2014. Before joining the
NFL, Mr. Halpin was a Partner and Managing Director at Providence Equity
Partners, where he worked for thirteen (13) years, during which time he led
transactions across the firm's media, entertainment and technology investments.
Mr. Halpin began his career in the Merchant Banking Department of Goldman Sachs
& Co.
Compensatory Arrangements of Executive Vice President and Chief Financial
Officer
In connection with Mr. Halpin's appointment, on January 4, 2022, IAC and Mr.
Halpin entered into an employment agreement (the "Employment Agreement").
Term. The Employment Agreement has a scheduled term of one year from the Start
Date and provides for automatic renewals for successive one year terms absent
written notice from IAC or Mr. Halpin ninety (90) days prior to the expiration
of the then current term.
Compensation. The Employment Agreement provides that during the term, Mr. Halpin
will be eligible to receive an annual base salary (currently $600,000),
discretionary annual cash bonuses, equity awards and such other employee
benefits as may be reasonably determined by the Compensation and Human Resources
Committee of IAC's Board of Directors.
The Employment Agreement also provides that as promptly as practicable following
the Start Date, Mr. Halpin shall be paid a signing bonus in the amount of
$500,000. In addition, as of the Start Date, Mr. Halpin shall receive:
(i) a grant of IAC restricted stock units with a fair market value of $2,500,000,
vesting in one lump sum installment on the one (1) year anniversary of the
Start Date, subject to continued service (the "Signing RSUs"); and
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(ii) a grant of IAC restricted stock units with a fair market value of
$22,500,000, vesting in one lump sum installment on the five (5) year
anniversary of the Start Date, subject to continued service and with partial
vesting upon certain terminations of employment (the "Five Year RSUs").
Severance. Upon a termination of Mr. Halpin's employment by IAC without "cause"
(and other than by reason of death or disability), Mr. Halpin's resignation for
"good reason" or the timely delivery of a non-renewal notice by IAC (a
"Qualifying Termination"), subject to Mr. Halpin's execution and non-revocation
of a release and his compliance with the restrictive covenants set forth below:
(i) IAC will continue to pay Mr. Halpin his annual base salary for one (1) year
following such Qualifying Termination (the "Severance Period"), subject to
offset for amounts received from other employment during the Severance
Period;
(ii) the Signing RSUs shall be treated as though they vested monthly pro rata for
each full month of service over the Severance Period and shall vest as of
the date of such Qualifying Termination; and
(iii) all other remaining unvested IAC equity awards (including the Five Year
Award and all other cliff vesting awards, if any, which shall be pro-rated
as though such awards had an annual vesting schedule) held by Mr. Halpin
that would have otherwise vested during the Severance Period shall vest as
of the date of such Qualifying Termination.
Restrictive Covenants. Pursuant to the Employment Agreement, Mr. Halpin is bound
by a covenant not to compete with IAC and its businesses during the term of his
employment and the Severance Period and by covenants not to solicit IAC's
employees or business partners during the term of his employment and for
eighteen (18) months after a Qualifying Termination. In addition, Mr. Halpin has
agreed not to use or disclose any confidential information of IAC or its
affiliates and to be bound be customary covenants relating to proprietary rights
and the related assignment of such rights.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
99.1 Press Release of IAC/InterActiveCorp, dated January 5, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL
document).
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