UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of

the Securities Exchange Act of 1934 (Amendment No.                  )

April 30, 2021

Dear Stockholder:

You are invited to attend the Annual Meeting of Stockholders of Match Group, Inc., which will be held on Tuesday, June 15, 2021, at 4:00 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 www.virtualshareholdermeeting.com/MTCH2021.

At the Annual Meeting, stockholders will be asked to: (1) elect three directors, (2) approve the Match Group, Inc. 2021 Global Employee Stock Purchase Plan and (3) ratify the appointment of Ernst & Young as Match Group’s independent registered public accounting firm for the 2021 fiscal year. Match Group’s Board of Directors believes that the proposals being submitted for stockholder approval are in the best interests of Match Group and its stockholders and recommends a vote consistent with the Board’s recommendation for each proposal.

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,
	Sharmistha Dubey Chief Executive Officer

8750 NORTH CENTRAL EXPRESSWAY, SUITE 1400, DALLAS, TEXAS 75231 214.576.9352 www.mtch.com

MATCH GROUP, INC.

8750 North Central Expressway, Suite 1400

Dallas, Texas 75231

NOTICE OF 2021 ANNUAL MEETING OF STOCKHOLDERS

To the Stockholders:

Match Group, Inc. (“Match Group”) 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 for use at the Annual Meeting of Stockholders to be held on Tuesday, June 15, 2021, at 4:00 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 www.virtualshareholdermeeting.com/MTCH2021. At the Annual Meeting, stockholders will be asked:

Match Group’s Board of Directors has set April 16, 2021 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, 2021, we mailed a Notice of Internet Availability of Proxy Materials containing instructions on how to access our Annual Meeting proxy statement and 2020 Annual Report on Form 10-K 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 www.virtualshareholdermeeting.com/MTCH2021, you will need the sixteen-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,
	Jared F. Sine Chief Business Affairs and Legal Officer and Secretary

April 30, 2021

PROXY STATEMENT

TABLE OF CONTENTS

PROXY STATEMENT

QUESTIONS AND ANSWERS ABOUT THE ANNUAL MEETING AND VOTING

The Notice, our proxy materials and our 2020 Annual Report on Form 10-K are being mailed on or about April 30, 2021 to stockholders of record as of the close of business on April 16, 2021 and this proxy statement and our 2020 Annual Report on Form 10-K will be available at www.proxyvote.com beginning on April 30, 2021. 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.

At the close of business on April 16, 2021, there were 270,148,970 shares of Match Group common stock outstanding and entitled to vote. Holders of Match Group common stock are entitled to one vote per share.

You may examine a list of the stockholders of record at the close of business on April 16, 2021 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. This list will also be made available at the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021.

The election of each of our director nominees 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. Our bylaws provide that any incumbent nominee who does not receive the votes required for reelection, promptly tender their resignation, and that the Board then decide, through a process managed by the Nominating Committee of the Board and excluding the nominee in question, 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 director nominees.

The approval of the 2021 ESPP 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.

The Board recommends that our stockholders vote FOR the 2021 ESPP Proposal.

The ratification of the appointment of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 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.

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 2021 fiscal year.

If any other matters are properly presented at the Annual Meeting for consideration, the three Match Group officers who have been designated as proxies for the Annual Meeting, Philip D. Eigenmann, Jared F. Sine and Francisco J. Villamar, will have the discretion to vote on those matters for stockholders who have submitted their proxy.

You may also participate in the Annual Meeting online at www.virtualshareholdermeeting.com/MTCH2021 and vote your shares online at that time, even if you have previously submitted your vote. To do so, you will need the sixteen-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 before the date of the Annual Meeting 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.

Non-Discretionary Items. The election of directors and the 2021 ESPP Proposal are non-discretionary items and may not be voted on by your broker, bank or other holder of record absent specific voting instructions from you. If your bank, broker or other holder of record does not receive specific voting instructions from you, a “broker non-vote” will occur in the case of your shares of Match Group common stock for these proposals.

Discretionary Items. The ratification of Ernst & Young LLP as Match Group’s independent registered public accounting firm for the 2021 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.

To change your vote or revoke your proxy, follow the instructions provided on the Notice or the proxy card to do so online or by telephone, or send a written notice or a new proxy card to Vote Processing, c/o Broadridge, 51 Mercedes Way, Edgewood, New York 11717.

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 revoke your proxy.

SEPARATION OF MATCH GROUP AND IAC

On June 30, 2020, the companies formerly known as Match Group, Inc. (referred to as “Former Match Group”) and IAC/InterActiveCorp (referred to as “Former IAC”) completed the separation of New Match Group from New IAC through a series of transactions that resulted in two, separate public companies—(1) Match Group, Inc., formerly known as IAC/InterActiveCorp (“New Match Group”), which consists of the businesses of Former Match Group and certain financing subsidiaries previously owned by Former IAC, and (2) IAC/InterActiveCorp, formerly known as IAC Holdings, Inc. (“New IAC”), consisting of Former IAC’s businesses other than New Match Group (the “Separation”). As part of, or in connection with, the Separation, effective June 30, 2020, (i) Former Match Group merged with and into a wholly-owned subsidiary of Former IAC, (ii) Former Match Group stockholders (other than Former IAC) and Former IAC stockholders became stockholders of New Match Group, (iii) the members of the board of directors of Former Match Group (other than Mark Stein and Gregg Winiarksi), Stephen Bailey, Melissa Brenner, Wendi Murdoch and Ryan Reynolds, came to comprise the board of directors of New Match Group (replacing, as applicable, the members of the board of directors of Former IAC), (iv) the officers of Former Match Group were appointed as the officers New Match Group (replacing the officers of Former IAC) and (v) Former IAC changed its name to Match Group, Inc. As used in this proxy statement, (i) “Match Group,” “the Company,” “we,” “our,” “us” and similar terms refer to Former Match Group with respect to any period prior to the Separation and to New Match Group with respect to any period following the Separation and (ii) “IAC” refers to Former IAC with respect to any period prior to the Separation and to New IAC with respect to any period following the Separation.

PROPOSAL 1—ELECTION OF DIRECTORS

Proposal and Required Vote

The following nominees have been selected by the Nominating Committee of Match Group’s Board of Directors (the “Board”) and approved by the Board for submission to our stockholders, each to serve a three-year term expiring at the annual meeting of Match Group’s stockholders in 2024 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):

Information concerning the director nominees, all of whom are incumbent directors of Match Group, appears below. Although management does not anticipate that any of these director nominees will be unable or unwilling to stand for election, in the event of such an occurrence, proxies may be voted for a substitute designated by the Board upon recommendation of the Nominating Committee of the Board or the Board may reduce its size.

The election of each of our director nominees requires the affirmative vote of a majority of the voting power of the shares of Match Group common stock present at the Annual Meeting or represented by proxy and entitled to vote.

The Board recommends that our stockholders vote FOR the election of all director nominees.

Information Concerning Director Nominees and Other Board Members

Background information about each director nominee and other directors serving unexpired terms is set forth below, including information regarding the specific experiences, characteristics, attributes and skills that the Nominating Committee (since the Separation) 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.

Nominees for election at the Annual Meeting to a term expiring in 2024:

Wendi Murdoch, age 52, has been a director of Match Group since June 2020. Ms. Murdoch is an entrepreneur and investor. Since 2009, Ms. Murdoch has served as co-founder and board member of Artsy, an online platform for collecting, discovering and selling art that partners with over 4,000 art museums, galleries, art fairs and auction houses. From 2005 to 2012, Ms. Murdoch worked as an advisor for News Corporation’s businesses and investments in China. Throughout her career, Ms. Murdoch has applied her business expertise to advise and invest in technology and other companies in Asia and the United States. Ms. Murdoch is also an award-winning producer and produced the Netflix documentary “Sky Ladder,” which premiered at the 2016 Sundance Film Festival. Ms. Murdoch holds an MBA from Yale University’s School of Management. In determining that Ms. Murdoch should serve as a director, the Nominating Committee and the Board considered her investment and business expertise, including with respect to Chinese and other Asian markets.

Glenn H. Schiffman, age 51, has been a director of Match Group since September 2016. Mr. Schiffman has served as Executive Vice President and Chief Financial Officer of IAC since April 2016. Mr. Schiffman has also served as interim Chief Financial Officer of Angi Inc. (formerly known as ANGI Homeservices Inc.) since January 2021, a role he previously held from September 2017 to March 2019. Prior to joining IAC, Mr. Schiffman served as Senior Managing Director at Guggenheim Securities, the investment banking and capital markets business of Guggenheim Partners, from March 2013. Prior to his tenure at Guggenheim Securities, Mr. Schiffman was a partner at The Raine Group, a merchant bank focused on advising and investing in the technology, media and telecommunications industries, from September 2011 to March 2013. Prior to joining The Raine Group, Mr. Schiffman served as Co-Head of the Global Media group at Lehman Brothers from 2005 to 2007 and Head of Investment Banking Asia-Pacific at Lehman Brothers (and subsequently Nomura) from April 2007 to January 2010, as well as Head of Investment Banking, Americas from January 2010 to April 2011 for Nomura. Mr. Schiffman’s roles at Nomura followed Nomura’s acquisition of Lehman’s Asia business in 2008. In his not-for-profit affiliations, Mr. Schiffman is a member of the National Committee on United States-China Relations and serves as a member of the Duke Children’s National Leadership Council. He is also the Founder and Chairman of the Valerie Fund Endowment and a member of the Valerie Fund’s Board of Advisors, the mission of both of which is to provide individualized care to children at medical centers close to home. He previously served on the Duke Health Board of Visitors from May 2008 until June 2019 and the Duke School of Medicine Board of Visitors from July 2019 until June 2020. Mr. Schiffman has served on the board of directors of ANGI Homeservices Inc. since June 2017. In determining that Mr. Schiffman should serve as a director, the Nominating Committee and the Board considered the unique knowledge and experience regarding Match Group and its businesses that he gained through his role as Executive Vice President and Chief Financial Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions. The Nominating Committee and the Board also considered Mr. Schiffman’s investment banking experience, which the Nominating Committee and the Board believe gives him particular insight into trends in capital markets and the technology and media industries.

Pamela S. Seymon, age 65, has been a director of Match Group since November 2015. Ms. Seymon was a partner at Wachtell, Lipton, Rosen & Katz, a New York law firm (“WLRK”), from January 1989 to January 2011, and prior to that time, was an associate at WLRK from 1982. During her tenure at WLRK, Ms. Seymon specialized in corporate law, mergers and acquisitions, securities and corporate governance, and represented public and private corporations on offense as well as defense, in both friendly and unsolicited transactions. Ms. Seymon is a graduate of Wellesley College, where she was a Wellesley Scholar, and New York University School of Law. In determining that Ms. Seymon should serve as a director, the Nominating Committee and the Board considered her extensive experience representing public and private corporations in connection with a wide array of complex, sophisticated and high profile matters, as well as her high level of expertise generally regarding mergers, acquisitions, investments and other strategic transactions.

Directors whose terms expire in 2022:

Stephen Bailey, age 41, has been a director of Match Group since June 2020. Mr. Bailey has served as Founder and Chief Executive Officer of ExecOnline, Inc., a leading provider of B2B leadership development solutions, since 2011. Prior to that he served as Chief Executive Officer and Chief Product Officer of Frontier Strategy Group, LLC, a software and information services business, from January 2006 to May 2011. Before joining Frontier Strategy Group, Mr. Bailey was an associate in the venture capital and private equity group of WilmerHale. In determining that Mr. Bailey should serve as a director, the Board considered his extensive executive management experience, which the Board believes gives him insight into business strategy, leadership and marketing.

Melissa Brenner, age 46, has been a director of Match Group since June 2020. Since January 2018, Ms. Brenner has served as Executive Vice President, Digital Media for the National Basketball Association, where she leads the development, oversight and implementation of the NBA’s global digital strategy and social media portfolio across multiple media platforms. Under her leadership, the NBA has built one of the largest social media communities in the world. Ms. Brenner also oversees the league’s digital products and emerging technology initiatives, including machine learning as well as augmented and virtual reality. Ms. Brenner has held positions of increasing responsibility with the NBA since 1997, including Senior Vice President, Digital Media from February 2014 to December 2017, Senior Vice President, Marketing from February 2013 to January 2014, and Vice President, Marketing from October 2007 to January 2013. In determining that Ms. Brenner should serve as a director, the Board considered her extensive marketing and executive management expertise as well as her experience in social media and digital products.

Ryan Reynolds, age 44, has been a director of Match Group since June 2020. Mr. Reynolds is an actor, comedian, film and television producer, screenwriter, and marketing consultant. He began his acting career in 1991, has been nominated for Golden Globe and Grammy awards, and has won several awards throughout his career, including MTV Movie Awards and People’s Choice Awards. Mr. Reynolds is also a co-founder of marketing agency Maximum Effort Productions and was named to AdWeek’s Creative 100 List, which honors the most creative people across advertising, marketing and television. In determining that Mr. Reynolds should serve as a director, the Board considered his extensive marketing experience in multiple industries, which the Board believes will bring a valuable perspective to Match Group’s strategies to attract and retain users across its portfolio.

Alan G. Spoon, age 69, has been a director of Match Group since November 2015. Mr. Spoon served as General Partner and Partner Emeritus of Polaris Partners from 2011 to 2018. He previously served as Managing General Partner of Polaris Partners from 2000 to 2010. Polaris Partners is a private investment firm that provides venture capital and management assistance to development stage information technology and life sciences companies. Mr. Spoon was Chief Operating Officer and a director of The Washington Post Company (now known as Graham Holdings Company) from March 1991 through May 2000 and served as President from September 1993 through May 2000. Prior to his service in these roles, he held a wide variety of positions at The Washington Post Company, including as President of Newsweek from September 1989 to May 1991. Mr. Spoon has served as a member of the board of directors of IAC (and its predecessors) since February 2003, Danaher Corporation since July 1999, and as Chairman of the board of directors of Fortive Corporation since July 2016. Mr. Spoon previously served as a member of the board of directors of Cable One, Inc. from July 2015 through February 2021. In his not-for-profit affiliations, Mr. Spoon was a member of the Board of Regents at the Smithsonian Institution (formerly Vice Chairman) and is now a member of the MIT Corporation (and its Risk and Audit Committee). He also serves as a member of the board of directors of edX, a not-for-profit online education platform sponsored by Harvard and the MIT Corporation. In determining that Mr. Spoon should serve as a director, the Board considered his extensive private and public company board experience and public company management experience, all of which the Board believes give him particular insight into business strategy, leadership and marketing in the media industry. The Board also considered Mr. Spoon’s venture capital experience and engagement with the MIT Corporation, which the Board believes gives him particular insight into trends in the internet and technology industries, as well as into acquisition strategy and financing.

Directors whose terms expire in 2023:

Sharmistha Dubey, age 50, has served as Chief Executive Officer of Match Group since March 2020 and as a director of Match Group since September 2019. Ms. Dubey served as President of Match Group from January 2018 to March 2020. Prior to that time, she served as Chief Operating Officer of Tinder from February 2017 to January 2018 and as President of Match Group Americas, where she oversaw the product and business operations for North American dating properties, including the Match U.S. brand, PlentyOfFish, OkCupid and Match Affinity Brands, from December 2015 to January 2018. Prior to that, she served in multiple roles within the Company: Chief Product Officer of The Princeton Review and Tutor.com from July 2014 to December 2015; Executive Vice President of Tutor.com from April 2013 to July 2014; Chief Product Officer of Match.com from January 2013 through April 2013 and Senior Vice President, Match.com and Chemistry.com from September 2008 through December 2012. Ms. Dubey has served a director of Fortive Corporation since August 2020. She holds an undergraduate degree in engineering from the Indian Institute of Technology and a master’s in engineering from Ohio State University. In determining that Ms. Dubey should serve as a director, the Board considered her position as Chief Executive Officer of the Company as well as her considerable experience managing operations and strategic planning, including in her prior roles within the Company.

Joseph Levin, age 41, has been Executive Chairman of the Board of Match Group since June 2020, prior to that he served as Chairman of the Board of Match Group since December 2017, and he has served a director of Match Group since October 2015. In April 2021, Mr. Levin notified Match Group of his decision to resign as Executive Chairman of the Board effective May 31, 2021. Mr. Levin will remain as a member of the Board. Mr. Levin has served as Chief Executive Officer of IAC since June 2015 and prior to that time, served as Chief Executive Officer of IAC Search & Applications, overseeing the desktop software, mobile applications and media properties that comprised IAC’s former Search & Applications segment, from January 2012. From November 2009 to January 2012, Mr. Levin served as Chief Executive Officer of Mindspark Interactive Network, an IAC subsidiary that creates leading desktop applications, browser extensions and desktop software, and previously served in various capacities at IAC in strategic planning, mergers and acquisitions and finance since joining IAC in 2003. Mr. Levin has served on the boards of directors of IAC, Angi Inc.(formerly known as ANGI Homeservices Inc.) and MGM Resorts International since June 2015, September 2017 and August 2020, respectively, and currently serves as Chairman of the board of Angi Inc. Mr. Levin previously served on the boards of directors of LendingTree, Inc. (from August 2008 through November 2014), The Active Network (beginning prior to its 2011 initial public offering through its sale in December 2013) and Groupon, Inc. (from March 2017 to July 2019). In addition to his for-profit affiliations, Mr. Levin serves on the Undergraduate Executive Board of Wharton School. In determining that Mr. Levin should serve as a director, the Board considered the unique knowledge and experience regarding Match Group and its businesses that he has gained through his various roles with IAC, most recently his role as Chief Executive Officer of IAC, as well as his high level of financial literacy and expertise regarding mergers, acquisitions, investments and other strategic transactions.

Ann L. McDaniel, age 65, has been a director of Match Group since December 2015. Ms. McDaniel currently serves as a consultant to Graham Holdings Company and previously served as Senior Vice President of Graham Holdings Company (and its predecessor companies) from June 2008 to April 2015. Prior to that time, Ms. McDaniel served as Vice President Human Resources of Graham Holdings Company from September 2001. Ms. McDaniel also served as Managing Director of Newsweek, Inc., a Graham Holdings Company property, from January 2008 until its sale in September 2010, and prior to that time, held various editorial positions at Newsweek. In determining that Ms. McDaniel should serve as a director, the Board considered her extensive human resources experience, which the Board believes give her particular insight into personnel and compensation matters, as well as her management experience with Newsweek, which the Board believes gives her insight into business strategy, leadership and marketing.

Thomas J. McInerney, age 56, has been a director of Match Group since November 2015. Effective upon Mr. Levin’s resignation as Executive Chairman, Mr. McInerney will serve as Chairman of the Board. Mr. McInerney has served as Chief Executive Officer of Altaba Inc., a publicly traded registered investment company and the successor company to Yahoo! Inc., since June 2017. Mr. McInerney previously served as Executive Vice President and Chief Financial Officer of IAC from January 2005 to March 2012. From January 2003 through December 2005, he served as Chief Executive Officer of the retailing division of IAC, which included HSN, Inc. and Cornerstone Brands. From May 1999 to January 2003, Mr. McInerney served as Executive Vice President and Chief Financial Officer of Ticketmaster, formerly Ticketmaster Online CitySearch, Inc., a live entertainment ticketing and marketing company. From 1986 to 1988 and from 1990 to 1999, Mr. McInerney worked at Morgan Stanley, a global financial services firm, most recently as Principal. Mr. McInerney has served on the board of directors of Altaba Inc. since June 2017. During the past five years, Mr. McInerney served on the boards of Yahoo! Inc., HSN, Inc., Cardlytics, Inc., and Interval Leisure Group. In determining that Mr. McInerney should serve as a director, the Board considered his extensive senior leadership experience at IAC and his related knowledge and experience regarding Match Group, as well as his high level of financial literacy and expertise regarding restructurings, mergers and acquisitions and operations, and his public company board and committee experience.

Corporate Governance

Former Controlled Company Status. Match Group is subject to the Marketplace Rules of The Nasdaq Stock Market, LLC (the “Marketplace Rules”). The Marketplace Rules exempt “controlled companies,” or companies of which more than 50% of the voting power is held by an individual, group or another company, from certain requirements. Prior to the Separation, Former IAC controlled a majority of the voting power of Former Match Group capital stock. Based on 18,461,879 shares of Former Match Group common stock and 209,919,402 shares of Former Match Group Class B common stock outstanding immediately prior to the Separation, Former IAC beneficially owned equity securities of Former Match Group representing approximately 97.4% of the total voting power of Former Match Group capital stock. On this basis, Former Match Group relied on the exemption for controlled companies from certain Nasdaq requirements through the closing of the Separation on June 30, 2020, specifically, those that would have otherwise required that:

As of June 30, 2020, following the closing of the Separation, Match Group was not a controlled company and was required to comply with all of Nasdaq’s corporate governance requirements, including the Majority Independent Board Requirement and Nominating Committee Requirement. As discussed in further detail below, Match Group has been in compliance with each of the Majority Independent Board Requirement and Nominating Committee Requirement since the closing of the Separation.

Board Leadership Structure. Match Group’s business and affairs are overseen by its Board of Directors, which currently has eleven members. There is one management representative on the Board and, of the other ten current directors, eight are independent. The Board has standing Audit, Compensation and Human Resources, and Nominating 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.

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. The Match Group Board does not have a lead independent director or any other formally appointed leader for these sessions. The independent membership of the Audit, Compensation and Human Resources, and Nominating Committees ensures that directors with no ties to management are charged with oversight for all financial reporting and executive compensation related decisions made by Match Group management, as well as for recommending candidates for Board membership. At each regularly scheduled Board meeting, the Chairperson or other member of each of these committees (as and if applicable) 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. Levin has served as Executive Chairman of the Board since the Separation (and prior to that served as Chairman of the Former Match Board of Directors since December 2017). The roles of Chairperson and Chief Executive Officer are currently separated in recognition of the differences between the two roles. We believe that it is in the best interests of our stockholders for the Board to make a determination regarding the separation or combination of these roles each time it elects a new Chairperson or appoints a Chief Executive Officer, based on the relevant facts and circumstances applicable at such time.

In April 2021, Mr. Levin notified Match Group of his decision to resign as Executive Chairman of the Board, effective as of May 31, 2021. Mr. Levin will remain as a member of the Board. Effective upon Mr. Levin’s resignation as Executive Chairman, Mr. McInerney will serve as Chairman of the Board.

Risk Oversight. Match Group management is responsible for assessing and managing Match Group’s exposure to various risks on a day-to-day basis, which responsibilities include the 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. The Board exercises these responsibilities periodically as part of its meetings and through discussions with management, as well as through the Board’s Audit and Compensation and Human Resources Committees, which examine various components of financial and compensation-related risks, respectively, as part of their responsibilities. Information security is a key component of risk management at Match Group and our Chief Technology Officer briefs the Audit Committee each quarter, and the full Board as appropriate, on the Company’s information security program and its related priorities and controls. In addition, an overall review of 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, acquisitions and divestitures and financial matters. 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.

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. The findings of any risk assessment are discussed with the Compensation and Human Resources Committee. Based upon our assessments, we believe that our compensation policies and programs do not encourage excessive or unnecessary risk-taking and are not reasonably likely to have a material adverse effect on the Company.

Hedging Policies and Practices. Match Group’s policy on securities trading provides that no director, officer or employee of Match Group and its businesses may engage in transactions in publicly traded options, such as puts, calls and other derivative securities, 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 and monetization transactions, such as zero-cost collars and forward sale contracts (among others).

Director Independence. Under 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 March 2021, the Board determined that each of Mses. Brenner, McDaniel, Murdoch and Seymon and Messrs. Bailey, McInerney, Reynolds and Spoon is independent. 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 of the Board identifies and evaluates individuals qualified to become members of the Match Group Board. While there are no specific requirements for eligibility to serve as a director of Match Group, in evaluating candidates, the Nominating Committee will consider (regardless of how the candidate was identified or recommended) whether the professional and personal ethics and values of the candidate are consistent with those of Match Group, whether the candidate’s experience and expertise would be beneficial to the Board, whether the candidate is willing and able to devote the necessary time and energy to the work of the Board and whether the candidate is prepared and qualified to represent the best interests of Match Group’s stockholders. 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 to date Match Group has not received any such recommendations. However, the Board would consider such recommendations if made in the future. 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 director recommendations will be reviewed by the Corporate Secretary and the Executive Chairman, and if deemed appropriate, forwarded to the Nominating Committee for further review. If the Nominating Committee believes that the candidate fits the profile of a director described above, the recommendation will be shared with the entire Board. Any nominations for directors must comply with the requirements set forth in our bylaws.

Communications with the Match Group Board. Stockholders who wish to communicate with the Board or a particular director may send any such communication to Match Group, 8750 North Central Expressway, Suite 1400, Dallas, Texas, 75231, Attention: Corporate Secretary. The mailing envelope must contain a clear notation indicating that the enclosed letter is a “Stockholder—Board Communication” or “Stockholder—Director Communication.” All such letters 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 and Board Committees

The Board. The Board met ten times during 2020. During 2020, all then incumbent directors attended at least 75% of the meetings of the Board and the Board committees on which they served, other than Mr. Reynolds, who was unable to attend two Board meetings following his appointment to the Board on June 30, 2020. Directors are not required to attend annual meetings of Match Group stockholders. Due to the Separation, Match Group did not hold an annual meeting of stockholders in 2020.

The Board currently has three standing committees: the Audit Committee, the Compensation and Human Resources Committee, and the Nominating Committee.

Audit Committee. The members of Match Group’s Audit Committee, all of whom are independent directors, (i) have been Messrs. Bailey, McInerney and Spoon (Chairperson) since the Separation and (ii) were Ms. Seymon and Messrs. McInerney and Spoon (Chairperson) from January 1, 2020 through the Separation. The Audit Committee met nine times during 2020. The Audit Committee functions pursuant to a written charter adopted by the Board, the most recent version of which is attached as Appendix A to this proxy statement. 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, information security 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 itself, 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. Spoon 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, (i) have been Mses. Brenner, McDaniel (Chairperson) and Seymon since the Separation and (ii) were Mses. McDaniel (Chairperson) and Seymon from January 1, 2020 through Separation. The Compensation and Human Resources Committee met six times during 2020. The Compensation and Human Resources Committee functions pursuant to a written charter adopted by the Board, the most recent version of which is attached as Appendix B to this proxy statement. 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 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 make grants 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 Committee. The members of Match Group’s Nominating Committee, all of whom are independent directors, have been Mses. McDaniel and Murdoch and Mr. Spoon since the Separation. As discussed under Corporate Governance—Former Controlled Company Status, Match Group did not have a Nominating Committee prior to the Separation. The Nominating Committee did not meet during 2020. The Nominating Committee functions pursuant to a written charter adopted by the Board, the most recent version of which is attached as Appendix C to this proxy statement. The Nominating Committee is appointed by the Board to identify and evaluate individuals qualified to become Board members 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).

PROPOSAL 2—APPROVAL OF THE MATCH GROUP, INC. 2021 GLOBAL EMPLOYEE STOCK PURCHASE PLAN (THE 2021 ESPP PROPOSAL)

The Company is asking its stockholders to approve the Match Group, Inc. 2021 Global Employee Stock Purchase Plan (the “ESPP”). The Board has approved the ESPP, subject to the approval of the stockholders of the Company. The ESPP is a broad-based plan that provides employees of the Company and certain designated subsidiaries and affiliates with the opportunity to become Company stockholders through voluntary periodic contributions that are applied towards the purchase of common stock of the Company (referred to herein as “shares”) at a discount from the then-current market price.

The Board believes that the ESPP is in the best interest of the Company because it will provide an important tool to attract, retain and reward the talented employees and officers needed for the Company’s success. In addition, in encouraging share ownership by employees, the ESPP will align the interests of employees and stockholders.

If approved by the stockholders, a total of 3,000,000 shares will be made available for purchase under the ESPP, which represents approximately 1.1% of the total number of shares outstanding as of March 31, 2021. The Company expects the proposed aggregate share reserve under the ESPP to provide the Company with enough shares for approximately ten years, subject to changes in the price of the shares, expected hiring activity and eligible employee participation. The Company cannot predict these factors with any degree of certainty at this time, and the share reserve under the ESPP could last for a shorter or longer period of time.

Approval of the 2021 ESPP 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.

The Board recommends that our stockholders vote FOR the 2021 ESPP Proposal.

Summary of Material Provisions of the ESPP

The principal features of the ESPP are summarized below, but the summary is qualified in its entirety by reference to the full text of the ESPP. A copy of the ESPP is attached to this proxy statement as Appendix D and is incorporated herein by reference. For purposes of this proposal, “Administrator” means the Board or any Committee designated by the Board to administer the ESPP.

General

The purchase rights granted under the ESPP are intended to be treated as either (i) for U.S. participants, granted under an “employee stock purchase plan,” as that term is defined in Section 423 of the Internal Revenue Code (the “Code”) (a “423 Offering”), or (ii) for non-U.S. participants, granted under an employee stock purchase plan that is not subject to the requirements of Section 423 of the Code (a “Non-423 Offering”). The Administrator has discretion to grant purchase rights under either a 423 Offering or a Non-423 Offering.

Shares Subject to ESPP and Adjustments upon Changes in Capitalization

A total of 3,000,000 of the Company’s shares will be initially authorized and reserved for issuance under the ESPP. Such shares may be authorized but unissued shares, treasury shares or shares purchased on the open market. If any purchase right granted under the ESPP terminates for any reason without having been exercised, the shares not purchased under such purchase right shall again become available for issuance under the ESPP.

In the event of any change affecting the shares subject to the ESPP or subject to any purchase right after the date the ESPP is adopted by the Board without the receipt of consideration by the Company through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, large nonrecurring cash dividend, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other similar equity restructuring transaction, the Administrator, in order to prevent diminution or enlargement of the benefits or potential benefits intended to be made available under the ESPP, will, in such manner as it may deem equitable, adjust the number and class of shares that may be delivered under the ESPP, the purchase price per share, the class and the number of shares covered by each purchase right under the ESPP that has not yet been exercised, and any limitations related to shares imposed under the ESPP.

Eligibility

Generally, any individual who is an employee providing services to the Company or a designated subsidiary or affiliate is eligible to participate in the ESPP and may participate by submitting a subscription form to the Company under procedures specified by the Administrator.

However, the Administrator, in its discretion may determine on a uniform basis for an offering period that employees will not be eligible to participate if they: (i) are not employed by the Company or a designated subsidiary or affiliate on the first day of the month preceding the month during which the offering begins, (ii) customarily work 20 hours or less per week, (iii) customarily work five months or less per calendar year, or (iv) are an officer or subject to the disclosure requirements of Section 16(a) of the U.S. Securities Exchange Act of 1934, as amended. An individual is not eligible if they are performing services for the Company or a designated subsidiary or affiliate under an independent contractor or consulting agreement. A participant’s enrollment election will remain in effect for subsequent offering periods unless modified in accordance with the terms of the ESPP or unless the participant’s participation in the ESPP terminates due to a withdrawal or termination of employment. As of March 31, 2021, approximately 1,900 employees, including all four executive officers, were eligible to participate in the ESPP if the subsidiaries for whom such employees work were designated by the Administrator as participating subsidiaries under the ESPP.

No employee is eligible for the grant of any purchase rights under the ESPP if, immediately after such grant, the employee would own shares possessing 5% or more of the total combined voting power or value of all classes of shares of the Company or of any subsidiary of the Company (including any shares which such employee may purchase under all outstanding purchase rights), nor will any employee be granted purchase rights under a 423 Offering to buy more than $25,000 worth of shares (determined based on the fair market value of the shares on the date the purchase rights are granted) under the ESPP in any calendar year such purchase rights are outstanding.

Eligible employees who are citizens or resident of a jurisdiction outside the United States may be excluded from participation in the ESPP if their participation is prohibited under local laws or if complying with local laws would cause a 423 Offering to fail to qualify under Section 423 of the Code. In the case of a Non-423 Offering, eligible employees may be excluded from participation in the ESPP or an offering if the Administrator has determined that participation of such eligible employees is not advisable or practicable for any reason.

Offering Periods

Initially, the Administrator intends that the ESPP will generally be implemented by twelve (12) month offering periods. Unless and until the Administrator determines otherwise in its discretion, each offering period will be comprised of two six-month purchase periods. Unless otherwise determined by the Administrator, if the fair market value of a share at the start of a purchase period other than the first purchase period within an offering period is less than or equal to the fair market value of a share on the first trading day of that offering period, then that offering period will terminate immediately and the participants in such terminated offering period will be automatically enrolled in a new offering period beginning immediately.

The Administrator has the authority to establish the commencement and ending dates for all offering periods, additional or alternative sequential or overlapping offering periods, a different number of purchase periods within an offering period, or a different duration for one or more offering periods or purchase periods, provided that no offering period may have a duration that exceeds 27 months.

Contributions

The ESPP permits participants to purchase shares through contributions (in the form of payroll deductions or otherwise to the extent permitted by the Administrator). Initially, up to a maximum of 20% of a participant’s “compensation” (as defined in the ESPP) may be contributed by participants toward the purchase of shares during each offering period. During any offering period, a participant may not increase the rate of their contributions and may only decrease the rate of their contributions two times; provided that a participant may decrease the rate of their contributions to zero at any time. The Administrator has the authority to establish different limits on the amount of compensation that may be contributed to the ESPP or different limits on changes to the rate of contributions.

Purchase of Shares

Each purchase right will be automatically exercised on the applicable purchase date, and shares will be purchased on behalf of each participant by applying the participant’s contributions for the applicable purchase period to the purchase of whole shares at the purchase price in effect for that purchase date. Purchase dates will occur on the last trading day of each purchase period.

The maximum number of shares purchasable per participant on any single purchase date is 400 shares (or such other limit as may be imposed by the Administrator), subject to adjustment in the event of certain changes in the Company’s capitalization.

Unless otherwise determined by the Administrator, any contributions accumulated in a participant’s account which are not sufficient to purchase a whole share will be retained in the participant’s account for the succeeding purchase period. Any other funds left over in a participant’s account after the purchase date will be returned to the participant as soon as administratively practicable without interest (unless otherwise required by applicable laws).

No participant will have any voting, dividend or other stockholder rights with respect to the shares subject to any purchase right granted under the ESPP until such shares have been purchased and delivered to the participant as provided in the ESPP.

Purchase Price

Subject to adjustment in the event of certain changes in the Company’s capitalization, the purchase price per share at which shares are purchased on each purchase date will be equal to 85% of the lesser of the fair market value of the shares (i) on the first trading day of the offering period, or (ii) on the purchase date (i.e., the last trading day of the purchase period), rounded up to the nearest cent. For this purpose, “fair market value” generally means the closing price of the Company’s shares on the applicable date on the Nasdaq Stock Market.

The Administrator has authority to establish a different purchase price for any 423 Offering or Non-423 Offering, provided that the purchase price applicable to a 423 Offering complies with the provisions of Section 423 of the Code. As of April 16, 2021, the closing price of the Company’s shares on the Nasdaq Stock Market was $145.30.

Administration

The ESPP will be administered by the Board or a Committee appointed by the Board. The Board has appointed the Compensation and Human Resources Committee of the Board to be the Administrator of the ESPP. Subject to the terms of the ESPP, the Administrator will have full and exclusive discretionary authority to construe, interpret and apply the terms of the ESPP, delegate ministerial duties to any employees, designate separate offerings under the ESPP, designate subsidiaries and affiliates as participating in the 423 Offering and the Non-423 Offering to determine eligibility, adjudicate all disputed claims filed under the ESPP, and establish such procedures that it deems necessary or advisable for the administration of the ESPP. The Administrator is also authorized to adopt rules and procedures that vary with applicable local requirements outside the United States.

Non-U.S. Sub-Plans

The Administrator also has the authority to adopt such sub-plans as are necessary or appropriate to permit the participation in the ESPP by employees who are non-U.S. nationals or employed outside the United States. Such sub-plans may vary the terms of the ESPP, other than with respect to the number of shares reserved for issuance under the ESPP, to accommodate the requirements of local laws and procedures for non-U.S. jurisdictions.

Transferability

Purchase rights granted under the ESPP are not transferable by a participant other than by will or by the laws of descent and distribution, and are exercisable during the participant’s lifetime only by the participant.

Withdrawals

A participant may withdraw from an offering period and receive a refund of contributions by submitting the appropriate written or electronic notice through the Company’s designated plan broker or to the Administrator. The withdrawal notice may be submitted up to ten calendar days prior to a purchase date to take effect for the respective purchase period, or by such other date as may be determined by the Administrator in advance of an offering period. If the participant has properly withdrawn from the ESPP, all of the participant’s contributions credited will be paid to such participant as soon as administratively practicable without interest (unless otherwise required by local law) after receipt of the withdrawal notice and the participant’s purchase right for the respective offering period will be automatically terminated. No further contributions for the purchase of shares will then be made for that offering period.

Termination of Employment

If a participant ceases to be an eligible employee prior to a purchase date, contributions for the participant will be discontinued and any amounts credited to the participant’s account will be refunded, without interest, as soon as administratively practicable, except as otherwise provided by the Administrator.

Change in Control

In the event of a “Change in Control” (as defined in the ESPP), each outstanding purchase right will be equitably adjusted and assumed or an equivalent purchase right substituted by the successor corporation or a parent or subsidiary of the successor corporation. In the event that the Change in Control does not include or result in a successor corporation or the successor corporation refuses to assume or substitute for any purchase right, the offering period will be shortened by setting a new purchase date, unless provided otherwise by the Administrator.

Amendment and Termination of ESPP

The ESPP will become effective upon the approval by the stockholders of the Company.

The Administrator, in its sole discretion, may amend, suspend or terminate the ESPP, or any part thereof, at any time and for any reason. If the ESPP is terminated, the Administrator, in its discretion, may elect to terminate all outstanding offering periods either immediately or upon completion of the purchase of shares on the next purchase date (which may be sooner than originally scheduled, if determined by the Administrator in its discretion), or may elect to permit offering periods to expire in accordance with their terms. If the offering periods are terminated prior to expiration, all contributions then credited to participants’ accounts that have not been used to purchase shares will be returned to the participants (without interest, except as otherwise required under applicable laws) as soon as administratively practicable.

U.S. Federal Income Tax Information

The following summary briefly describes the general U.S. federal income tax consequences of participation in the ESPP for participants who are tax resident in the United States, current as of April 2021, but is not a detailed or complete description of all U.S. federal tax laws or regulations that may apply, and does not address any local, state or other country laws. Therefore, no one should rely on this summary for individual tax compliance, planning or decisions. Participants in the ESPP should consult their own professional tax advisors regarding the taxation of purchase rights under the ESPP. The discussion below concerning tax deductions that may become available to the Company under U.S. federal tax law is not intended to imply that the Company will necessarily obtain a tax benefit or asset from those deductions. Taxation of equity-based payments in countries other than the United States does not generally correspond to U.S. federal tax laws, and is not covered by the summary below.

423 Offerings

Rights to purchase shares granted under a 423 Offering are intended to qualify for favorable federal income tax treatment available to purchase rights granted under an employee stock purchase plan which qualifies under the provisions of Section 423(b) of the Code. Under these provisions, no income will be taxable to a participant until the shares purchased under the ESPP are sold or otherwise disposed of. If the shares are disposed of within two years from the purchase right grant date (i.e., the beginning of the offering period) or within one year from the purchase date of the shares, a transaction referred to as a “disqualifying disposition,” the participant will realize ordinary income in the year of such disposition equal to the difference between the fair market value of the shares on the purchase date and the purchase price. The amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.

If the shares purchased under the ESPP are sold (or otherwise disposed of) more than two years after the purchase right grant date and more than one year after the shares are transferred to the participant, then the lesser of (i) the excess of the sale price of the shares at the time of disposition over the purchase price, and (ii) the excess of the fair market value of the shares as of the purchase right grant date (determined as of the first day of the offering period) over the purchase price will be treated as ordinary income. If the sale price is less than the purchase price, no ordinary income will be reported. The amount of any such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be long-term capital gain or loss.

The Company (or applicable subsidiary or affiliate) generally will be entitled to a deduction in the year of a disqualifying disposition equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of any tax reporting obligations. In other cases, no deduction is allowed.

Non-423 Offerings

If the purchase right is granted under a Non-423 Offering, then the amount equal to the difference between the fair market value of the shares on the purchase date and the purchase price will be treated as ordinary income at the time of such purchase. In such instances, the amount of such ordinary income will be added to the participant’s basis in the shares, and any additional gain or resulting loss recognized on the disposition of the shares after such basis adjustment will be a capital gain or loss. A capital gain or loss will be long-term if the participant holds the shares for more than one year after the purchase date.

The Company (or applicable subsidiary or affiliate) generally will be entitled to a deduction in the year of purchase equal to the amount of ordinary income realized by the participant as a result of such disposition, subject to the satisfaction of any tax-reporting obligations. For U.S. participants, FICA/FUTA taxes will generally be due in relation to ordinary income earned as a result of participation in a Non-423 Offering.

New Plan Benefits

The benefits to be received pursuant to the ESPP by the Company’s officers and employees are not currently determinable as participation in the ESPP is voluntary and at the discretion of each employee, and because the benefits to be received will depend on the purchase price of the shares in offering periods after the implementation of the ESPP, the market value of the shares on various future dates, the amount of contributions that eligible officers and employees elect to make under the ESPP and similar factors. As of the date of this proxy statement, no officer or employee has been granted any purchase rights under the ESPP.

PROPOSAL 3—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, 2021, 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 2021, 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 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 he or she so chooses and will be available to respond to appropriate questions.

Ratification of the appointment of Ernst & Young LLP 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.

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 fiscal year ending December 31, 2021.

AUDIT COMMITTEE MATTERS

Audit Committee Report

The Audit Committee functions pursuant to a written charter adopted by the Board of Directors, the most recent version of which is included as Appendix A to this proxy statement. The Audit Committee charter governs the operations of the Audit Committee and sets forth its responsibilities, which include providing assistance to the Board of Directors with the monitoring of: (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. It is not the duty of the Audit Committee to plan or conduct audits or to determine that Match Group’s financial statements and disclosures are complete, accurate and have been prepared in accordance with generally accepted accounting principles and applicable rules and regulations. Management is responsible for Match Group’s financial reporting process, including systems of internal control over financial reporting. The independent registered public accountants are responsible for performing an independent audit of Match Group’s consolidated financial statements and the effectiveness of Match Group’s internal control over financial reporting in accordance with the standards of the Public Company Accounting Oversight Board (“PCAOB”), and to issue a report thereon. The Audit Committee’s responsibility is to engage the independent auditor and otherwise to monitor and oversee these processes.

In fulfilling its responsibilities, the Audit Committee has reviewed and discussed the audited consolidated financial statements of Match Group included in the Annual Report on Form 10-K for the year ended December 31, 2020 with Match Group’s management and Ernst & Young LLP, Match Group’s independent registered public accounting firm.

The Audit Committee has discussed with Ernst & Young the matters required to be discussed by the applicable requirements of the PCAOB and the Securities and Exchange Commission. In addition, the Audit Committee has received the written disclosures and the letter from Ernst & Young required by applicable requirements of the PCAOB regarding Ernst & Young’s communications with the Audit Committee concerning independence and has discussed with Ernst & Young its independence from Match Group and its management.

In reliance on the reviews and discussions referred to above, the Audit Committee recommended to the Board of Directors that the audited consolidated financial statements for Match Group be included in Match Group’s Annual Report on Form 10-K for the year ended December 31, 2020 for filing with the SEC.

Members of the Audit Committee

Alan G. Spoon (Chairperson)

Stephen Bailey

Thomas J. McInerney

Fees Paid to Our Independent Registered Public Accounting Firm

The following table sets forth fees for all professional services rendered by Ernst & Young LLP to Match Group for the years ended December 31, 2020 and 2019:

Audit and Non-Audit Services Pre-Approval Policy

The Audit Committee has a policy governing the pre-approval of all audit and permitted non-audit services performed by Match Group’s independent registered public accounting firm in order to ensure that the provision of these services does not impair such firm’s independence from Match Group and its management. Unless a type of service to be provided by Match Group’s independent registered public accounting firm has received general pre-approval, it requires specific pre-approval by the Audit Committee. Any proposed services in excess of pre-approved cost levels also require specific pre-approval by the Audit Committee. In all pre-approval instances, the Audit Committee considers whether such services are consistent with SEC rules regarding auditor independence.

All tax services require specific pre-approval by the Audit Committee. In addition, the Audit Committee has designated specific services that have the pre-approval of the Audit Committee (each of which is subject to pre-approved cost levels) and has classified these pre-approved services into one of three categories: Audit, Audit-Related and All Other (excluding Tax). The term of any pre-approval is 12 months from the date of the pre-approval, unless the Audit Committee specifically provides for a different period. The Audit Committee revises the list of pre-approved services from time to time. Pre-approved fee levels for all services to be provided by Match Group’s independent registered public accounting firm are established periodically from time to time by the Audit Committee.

Pursuant to the pre-approval policy, the Audit Committee may delegate its authority to grant pre-approvals to one or more of its members, and has currently delegated this authority to its Chairperson. The decisions of the Chairperson (or any other member(s) to whom such authority may be delegated) to grant pre-approvals must be presented to the full Audit Committee at its next scheduled meeting. The Audit Committee may not delegate its responsibilities to pre-approve services to management.

INFORMATION CONCERNING MATCH GROUP EXECUTIVE OFFICERS

WHO ARE NOT DIRECTORS

Background information about Match Group’s current executive officers who are not directors is set forth below. For background information about Match Group’s Chief Executive Officer, Sharmistha Dubey, see the discussion under Proposal 1-Election of Directors—Information Concerning Director Nominees and Other Board Members.

Philip D. Eigenmann, age 50, has served as Match Group’s Chief Accounting Officer since November 2017. Mr. Eigenmann has held positions of increasing responsibility with the Company and its predecessors since May 2006, including Senior Vice President and Global Controller from February 2016 to November 2017, and Vice President and Global Controller from December 2009 to February 2016. Prior to joining us, Mr. Eigenmann held various finance and accounting leadership roles with AMX Corporation, a worldwide leader in advanced control and automation technology for commercial and residential markets, which was publicly traded on Nasdaq until its acquisition by The Duchossois Group in 2005. Mr. Eigenmann began his career in the audit practice of Ernst & Young in Dallas, Texas. He received a BBA in Accounting from Texas A&M University, and is a certified public accountant in the State of Texas.

Jared F. Sine, age 42, has served as Chief Business Affairs and Legal Officer and Secretary of Match Group since March 2021. Prior to that time, Mr. Sine served as Match Group’s Chief Legal Officer and Secretary from February 2019 to March 2021; and prior to that, he served as General Counsel and Secretary of Match Group from July 2016. Prior to joining Match Group, Mr. Sine was Vice President and Associate General Counsel of Expedia Group, Inc. (“Expedia”) from July 2015 to June 2016 and in that capacity was responsible for mergers, acquisitions and other strategic transactions. Prior to that time, Mr. Sine held a variety of legal positions at Expedia from October 2012. Prior to joining Expedia, Mr. Sine was an associate at the law firms of Latham & Watkins and Cravath, Swaine & Moore. Mr. Sine has a BS and JD from Brigham Young University.

Gary Swidler, age 50, has served as Chief Operating Officer of Match Group since March 2020 and Chief Financial Officer of Match Group since September 2015. Prior to that time, Mr. Swidler was a Managing Director and Head of the Financial Institutions Investment Banking Group at Bank of America Merrill Lynch (“Merrill Lynch”) from April 2014 to August 2015. Prior to that time, Mr. Swidler held a variety of positions at Merrill Lynch and its predecessors since 1997, most recently as Managing Director and Head of Specialty Finance from April 2009 to April 2014. Prior to joining Merrill Lynch, Mr. Swidler was an associate at the law firm of Wachtell, Lipton, Rosen & Katz. Mr. Swidler has a BSE from the Wharton School at the University of Pennsylvania and a JD from New York University School of Law.

COMPENSATION DISCUSSION AND ANALYSIS

Introduction

Our executive officers whose compensation is discussed in this compensation discussion and analysis (the “CD&A”) and to whom we refer to as our named executive officers in this CD&A (the “NEOs”) are:

Philosophy and Objectives

Match Group’s 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.

Although Match Group is a publicly traded company, we attempt to foster an entrepreneurial culture given that we operate a broad and diverse portfolio of dating brands, and we seek to attract and retain senior executives with entrepreneurial backgrounds, attitudes and aspirations. Accordingly, when attempting to recruit and retain our executive officers, as well as other executives who may become executive officers at a later time, we compete not only with other public companies, but also with earlier stage companies, companies funded by financial sponsors, such as private equity and venture capital firms, financial sponsors themselves and professional firms. We structure our compensation program so that we can compete in this varied marketplace for talent, with an emphasis on variable, contingent compensation and long-term equity ownership.

When establishing compensation packages for a given executive, Match Group follows a flexible approach, and makes decisions based on a host of factors particular to a given executive’s situation, including our firsthand experience with the competition for recruiting and retaining executives, negotiation and discussion with the relevant individual, competitive survey data, internal equity considerations and other factors we deem relevant at the time.

Similarly, Match Group does not follow an arithmetic approach to establishing compensation levels and measuring and rewarding performance, as we believe these approaches often fail to adequately take into account the multiple factors that contribute to success at the individual executive and business level. In any given period, Match Group may have multiple objectives, and these objectives, and their relative importance, often change as the competitive and strategic landscapes shift, even within a given compensation cycle. As a result, formulaic approaches often over-compensate or under-compensate a given performance level. Accordingly, we have historically avoided the use of strict formulas in our compensation practices and rely primarily on a discretionary approach.

Roles and Responsibilities

The Compensation and Human Resources Committee of the Company’s Board of Directors (for purposes of this CD&A, the “Committee”) has primary responsibility for establishing the compensation of the Company’s executive officers. For each of the NEOs (except Mr. Eigenmann, since his designation as an executive officer occurred in December 2020), all compensation decisions referred to throughout this CD&A have been made by the Committee, based in part on recommendations from our Chief Executive Officer, and with input from representatives of the Company’s majority stockholder until the Separation in June 2020, and in consultation with the Executive Chairman of the Board following the Separation. The Committee currently consists of Mses. Brenner, McDaniel (Chairperson) and Seymon. Prior to the Separation the Committee consisted of Mses. McDaniel (Chairperson) and Seymon.

The Chief Executive Officer participates in structuring Company-wide compensation programs and in establishing appropriate bonus and equity pools. In late 2020 and early 2021, Ms. Dubey met with the Committee and discussed her views of corporate and individual executive officer performance for 2020 for Messrs. Swidler, Sine and Eigenmann, and her recommendations for annual bonuses for those executive officers. She also discussed her own performance with the Committee. Following these discussions, the Committee met in executive session to discuss the recommendations, including their views of corporate and individual performance for 2020 for Ms. Dubey. After consideration of the recommendations and their own evaluations, the Committee ultimately approved annual bonus amounts for each executive officer.

In establishing a given executive officer’s compensation package, each individual component is evaluated independently and in relation to the package as a whole. Prior earning histories and outstanding long-term compensation arrangements are also reviewed and taken into account. However, Match Group does not believe in any formulaic relationship or targeted allocation between these elements. Instead, each individual executive’s situation is evaluated on a case-by-case basis each year, considering the variety of relevant factors at that time.

Match Group provides its stockholders with the opportunity to cast a triennial advisory vote on executive compensation (“say-on-pay”), which reflects the preference expressed by stockholders in 2016 with respect to the frequency of the say-on-pay vote. At Match Group’s annual meeting of stockholders held in June 2019, a substantial majority of the votes cast on the say-on-pay proposal at that meeting were voted in favor of the proposal. The Committee believes that the vote reflected stockholder support of Match Group’s approach to executive compensation, and, as such, did not make changes based on the 2019 vote. The Committee will continue to consider the outcome of say-on-pay votes when making future compensation decisions for executive officers.

Although the Committee reserves the right to solicit the advice of consulting firms and engage legal counsel, except as noted below, no such consulting firms or legal counsel were engaged during 2020.

In addition, from time to time, the Company may solicit survey or peer compensation data from various consulting firms. In 2020, the Company engaged Compensation Advisory Partners LLC (“CAP”) to provide comparative market data in connection with the Company’s own analysis of its equity compensation practices, but neither CAP nor any other compensation consultant had any role in determining or recommending the amount or form of executive compensation for 2020.

Compensation Elements

Match Group’s compensation packages for executive officers have primarily consisted of salary, annual bonuses, long term incentives (typically equity awards), and, to a more limited extent, perquisites and other benefits. Prior to making specific decisions related to any particular element of compensation, we typically review the total compensation of each executive, evaluating the executive’s total near- and long-term compensation in aggregate. We then determine which element or combinations of compensation elements (salary, bonus and/or equity) can be used most effectively to further our compensation objectives. However, all such decisions are subjective, and are made on a facts and circumstances basis without any prescribed relationship between the various elements of the total compensation package.

Salary

Match Group typically negotiates a new executive officer’s starting salary based on prior compensation levels for the particular position within Match Group, the location of a particular executive, salary levels of other executives within Match Group, salary levels available to the individual in alternative opportunities, reference to certain survey information and the extent to which Match Group desires to secure the executive’s services.

Once established, salaries can increase based on a number of factors, including the assumption of additional responsibilities, internal equity, periodic market checks and other factors that demonstrate an executive’s increased value to Match Group.

In February 2020, we entered into a new employment agreement with Ms. Dubey in connection with her appointment as Chief Executive Officer and, pursuant to the new agreement, her annual salary was increased from $625,000 to $750,000, effective as of March 1, 2020, the date of her appointment to the new role. In February 2020, we also entered into an amendment of the employment agreement with Mr. Swidler in connection with his appointment to the additional role of Chief Operating Officer and, pursuant to the amendment, his annual salary was increased from $600,000 to $675,000, effective as of March 1, 2020, the date of his appointment to the additional role. No other executive officer salaries were established or adjusted during 2020.

Annual Bonuses

Match Group’s bonus program is designed to reward performance on an annual basis and annual bonuses are discretionary. Because of the variable nature of the bonus program, and because in any given year bonuses have the potential to make up a significant portion of an executive’s total compensation, the bonus program provides an important incentive tool to achieve Match Group’s annual objectives. Match Group generally pays bonuses shortly after year-end following finalization of financial results for the year in question.

The determination of bonus amounts is based on a non-formulaic assessment of factors that vary from year to year, including a discretionary assessment of Company and, to a lesser extent, individual performance. In determining individual annual bonus amounts, we consider a variety of factors regarding the Company’s overall performance, such as growth in profitability or achievement of strategic objectives by the Company, an individual’s performance and contribution to the Company, and general bonus expectations previously established between the Company and the executive. We do not quantify the weight given to any specific element or otherwise follow a formulaic calculation; however, Company performance tends to be the dominant driver of the ultimate bonus amount.

For 2020 bonuses, we considered a variety of factors, including, among others, year-over-year revenue and Adjusted EBITDA growth, levels of cash flow generated from operations, and certain strategic accomplishments, including debt financings, strategic transactions and the general successful operation of the Company. The Committee also considered the Company’s strong performance despite the business and operating challenges presented by the global COVID-19 pandemic, including the successful pivoting of product roadmaps and marketing efforts in response to the uncertainty caused by the pandemic around the world generally and to our businesses in particular, and the maintaining of our global workforce’s productivity despite transitioning to a fully remote working environment. While these were the primary factors considered in setting bonus award amounts, the Committee also considered each executive officer’s role and responsibilities, the relative contributions made by each executive officer during the year and the relative size of the bonuses paid to the other executive officers. With respect to bonuses for each of the NEOs, the Committee considered the following: (i) with respect to Ms. Dubey, her new role as Chief Executive Officer of the Company, including her focus on overseeing the operations of, and developing the strategic agenda for, the Company, (ii) with respect to Mr. Swidler, his role as Chief Financial Officer of the Company as well as his new role as Chief Operating Officer, including his management of the Company’s finance, information technology, advertising sales and corporate communications functions and his oversight of the Separation transaction, two senior note offerings totaling $1 billion in aggregate principal amount, and the amendment of the Company’s credit agreement, (iii) with respect to Mr. Sine, his role as Chief Legal Officer, including his management of the Company’s legal, compliance, and government affairs functions and his oversight of the legal and compliance aspects of the Separation transaction, and (iv) with respect to Mr. Eigenmann, his role as Chief Accounting Officer, including his management of the Company’s global accounting and financial reporting functions and his oversight of the accounting aspects of the Separation transaction.

Executive officer bonuses tend to be highly variable from year-to-year depending on the performance of the Company and, in certain circumstances, individual executive officer performance. Accordingly, we believe our executive officer bonus program provides strong incentives to reach the Company’s annual goals.

Long-Term Incentives

Match Group believes that ownership shapes behavior and that providing a meaningful portion of an executive officer’s compensation in stock based awards aligns their incentives with stockholder interests in a manner that drives better performance over time. The primary long term incentives for our NEOs have been Match Group restricted stock unit (“RSU”) awards.

In setting particular award levels, the predominant objectives have been providing the executive with effective retention incentives and incentives for strong future performance. Appropriate levels to meet these goals may vary from year to year, and from executive to executive, based on a variety of factors.

The annual corporate performance factors relevant to setting bonus amounts that were discussed above, while taken into account, have generally been less relevant in setting annual equity awards, as the awards tend to be more forward looking, and are a longer-term retention and reward instrument than annual bonuses.

All equity awards have been approved by the Committee, other than the Former IAC stock options granted to Mses. Ginsberg and Dubey and Mr. Swidler in 2016, which were approved by the Former IAC Compensation and Human Resources Committee. When granting Match Group equity awards, the Committee has taken into account factors such as historical practices, the Committee’s view of market compensation generally, the dilutive impact of equity grants and desired short and long-term dilution levels, and a given executive’s existing equity holdings and their retention and incentive value.

Except where otherwise noted, equity awards have been made following year-end after finalization of financial results for the year in question. Committee meetings at which the awards are made are generally scheduled well in advance and without regard to the timing of the release of earnings or other material information.

In February 2020, as part of the Company’s annual year-end compensation review, the Committee granted 123,411 RSUs to Ms. Dubey, 78,983 RSUs to Mr. Swidler, 32,594 RSUs to Mr. Sine, and 3,585 RSUs to Mr. Eigenmann. The RSU award granted to Ms. Dubey vests in two equal installments on September 1, 2022 and 2023. The RSU awards granted to Messrs. Swidler and Eigenmann vest in two equal installments on the second and third anniversaries of the grant date. The RSU award granted to Mr. Sine vests as to one-third on the second anniversary of the grant date and as to two-thirds on the third anniversary of the grant date. In determining the amounts of the RSU awards granted to Ms. Dubey and Mr. Swidler, the Committee considered Ms. Dubey’s appointment as the Company’s Chief Executive Officer and Mr. Swidler’s appointment to the additional role of Chief Operating Officer, respectively. In light of her resignation, Ms. Ginsberg did not receive an equity award in February 2020. In July 2020, in recognition of his contribution to the Separation transaction, Mr. Eigenmann was granted 473 RSUs vesting in a single installment on the first anniversary of the grant date.

In connection with the Separation, all then outstanding Former Match Group stock option and RSU awards, including the awards granted to our executive officers, were assumed by New Match Group on the same terms and conditions (including applicable vesting requirements); except that, in accordance with the terms of the applicable Stock and Annual Incentive Plan, each stock option award and RSU award was adjusted in order to reflect the $3.00 per share merger consideration paid to Former Match Group stockholders in connection with the Separation (the “June 2020 Match Group Award Separation Adjustments”). Stock option awards were adjusted by dividing the exercise price, and multiplying the number of options, by an adjustment factor of 1.0337. RSU awards were adjusted by multiplying the number of RSUs by the same adjustment factor. The June 2020 Match Group Award Separation Adjustments maintained the value of the awards, placing the recipients in an equivalent position following the closing of the Separation.

In connection with the Separation, and pursuant to the employee matters agreement with IAC, the vesting of all Former IAC stock options outstanding as of December 19, 2020, including the Former IAC stock options granted to Mses. Ginsberg and Dubey and Mr. Swidler in 2016, was accelerated, and each such stock option was converted into (i) one New IAC stock option and (ii) 2.1584 New Match Group stock options, with the exercise price of each such New IAC stock option and New Match Group stock option based on the relative values of the companies’ common stock at the time of the Separation (the “June 2020 IAC Option Separation Adjustments”). The June 2020 IAC Option Separation Adjustments maintained the value of the awards, placing the recipients in an equivalent position following the closing of the Separation.

2020 Employment Agreement Changes

Ms. Dubey. In connection with her appointment as Match Group’s Chief Executive Officer, on February 13, 2020, the Company entered into a new employment agreement with Ms. Dubey, replacing the then current employment agreement with Ms. Dubey in its entirety, effective March 1, 2020. The agreement has an initial term of one year, with automatic renewals of successive one-year terms absent written notice from either party 90 days prior to the expiration of the then current term. The agreement provides for an annual base salary of $750,000, subject to increases in the Company’s discretion from time to time. As described in more detail under Executive Compensation–Estimated Potential Payments Upon Termination or Change in Control, the agreement also provides for specified payments and benefits upon a termination of employment, as well as specified restrictive covenants.

Mr. Swidler. On February 13, 2020, the Company entered into an amendment of Mr. Swidler’s employment agreement, effective March 1, 2020, to reflect his appointment to the additional role of Chief Operating Officer and an increase in his annual base salary to $675,000.

The employment agreements between Former Match and each of Ms. Dubey and Messrs. Swidler and Sine were assumed by New Match at the closing of the Separation.

Change of Control

Match Group believes that providing executives with change of control protection is important in allowing executives to fully value the forward looking elements of their compensation packages, and therefore limit retention risk during uncertain times. The terms of equity awards granted to senior executives generally include a “double-trigger” change of control provision, as provided for under the Match Group, Inc. 2015 Stock and Annual Incentive Plan (as amended, the “2015 Plan”) and the Match Group, Inc. Amended and Restated 2017 Stock and Annual Incentive Plan (as amended, the “2017 Plan”), which provides for the acceleration of the vesting of outstanding equity awards in connection with a change of control, but only when the executive experiences an involuntary termination of employment during the two-year period following such change of control. The Committee believes that providing for the acceleration of the vesting of equity awards after an involuntary termination in these circumstances will assist in the retention of our executives through a change of control transaction.

Severance

We generally provide executive officers with some amount of salary and health benefits continuation and the acceleration of the vesting of some equity awards in the event of an involuntary termination of employment. The Company generally does not provide for the acceleration of the vesting of equity awards in the event an executive officer voluntarily resigns from the Company.

Other Compensation

Under limited circumstances, certain Match Group executive officers have received non-cash and non-equity compensatory benefits. The value of these benefits, if applicable, is reported under the Other Annual Compensation column of the 2020 Summary Compensation Table included in the Executive Compensation section of this proxy statement pursuant to applicable rules. Match Group executive officers do not participate in any deferred compensation or retirement program other than the Company’s 401(k) plan.

Tax Deductibility

Effective for taxable years beginning after December 31, 2017, compensation in excess of $1 million paid to our current named executive officers and certain former named executive officers will generally not be tax deductible. The Committee reserves the right to pay compensation that is not fully tax deductible if it determines that such compensation is consistent with the Company’s best interests.

COMPENSATION COMMITTEE REPORT

The Compensation and Human Resources Committee has reviewed the Compensation Discussion and Analysis and discussed it with Company management. In reliance on its review and the discussions referred to above, the Compensation and Human Resources Committee recommended to the Board that the Compensation Discussion and Analysis be included in Match Group’s 2020 Annual Report on Form 10-K and this proxy statement.

Members of the Compensation and Human Resources Committee

Ann L. McDaniel (Chairperson)

Melissa Brenner

Pamela S. Seymon

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The membership of the Compensation and Human Resources Committee during 2020 consisted of Mses. McDaniel (Chairperson) and Seymon prior to the Separation and Mses. Brenner, McDaniel (Chairperson) and Seymon following the Separation. None of them has been an officer or employee of Match Group (or, prior to the Separation, IAC) at any time during their respective service on the committee.

EXECUTIVE COMPENSATION

Overview

This Executive Compensation section of this proxy statement sets forth certain information regarding total compensation earned by our named executive officers for our fiscal year ended December 31, 2020, as well as Match Group awards granted to our named executive officers in 2020, Match Group and Former IAC equity awards held by our named executive officers on December 31, 2020, and the dollar value realized by our named executive officers upon the vesting and exercise of Match Group and Former IAC equity awards during 2020.

2020 Summary Compensation Table

The following table sets forth information concerning the compensation paid to each of our named executive officers for our fiscal year ended December 31, 2020.

Grants of Plan-Based Awards in 2020

The table below provides information regarding the Match Group RSU awards granted to our named executive officers in 2020. The number of RSUs listed does not reflect the June 2020 Match Group Award Separation Adjustments. The grant date fair value of the RSUs is calculated by multiplying the number of RSUs by the closing market price of Match Group common stock on the grant date.

Outstanding Equity Awards at 2020 Fiscal Year-End

The table below provides information regarding Match Group stock options and RSUs and IAC stock options, as applicable, held by our named executive officers on December 31, 2020. The market value of Match Group RSU awards is based on the closing market price of Match Group common stock ($151.19) on December 31, 2020.

2020 Option Exercises and Stock Vested

The table below provides information regarding the number of shares acquired by our named executive officers upon the exercise of Match Group stock options and the vesting of Match Group RSUs in 2020, and the related value realized.

Estimated Potential Payments Upon Termination or Change in Control

Certain of our employment agreements, equity award agreements and/or omnibus stock and annual incentive plans entitle our named executive officers to continued base salary payments, continued health coverage, the acceleration of the vesting of equity awards, and/or extended post-termination exercise periods for stock options upon certain terminations of employment (including certain terminations during specified periods following a change in control of Match Group).

Amounts and Benefits Payable Upon a Qualifying Termination or Due to Death or Disability

Upon a termination of the named executive officer’s employment by the Company without cause (other than by reason of death or disability) or the named executive officer’s resignation for good reason (a “Qualifying Termination”) as of December 31, 2020, pursuant to the terms of such named executive officer’s employment agreement in effect at the time, and subject to the execution and non-revocation of a release and compliance with customary post-termination covenants as further described below, each of Ms. Dubey and Messrs. Swidler and Sine is entitled to:

Upon a termination of employment due to death or disability, each of Ms. Dubey and Messrs. Swidler and Sine (or their designated beneficiaries) will be entitled to payment of base salary through the end of the month in which such termination occurs. Additionally, upon a termination due to death, the portion of any outstanding and unvested Match Group equity awards that would have vested through the first anniversary of the date of such termination will vest.

Pursuant to their respective employment agreements in effect on December 31, 2020, each of Ms. Dubey and Messrs. Swidler and Sine is bound by covenants not to compete with Match Group and not to solicit Match Group’s employees or business partners during the term of the executive’s employment, and for 24 months thereafter in the case of Ms. Dubey, and 12 months thereafter in the case of Messrs. Swidler and Sine. Each of Ms. Dubey and Messrs. Swidler and Sine has also agreed not to use or disclose any confidential information of Match Group or its affiliates and to be bound by customary covenants relating to proprietary rights and the related assignment of such rights.

Amounts and Benefits Payable Upon a Qualifying Termination Following a Change in Control

There are no arrangements with the named executive officers that provide for payments solely upon a change in control of Match Group. Upon a Qualifying Termination that occurs during the two-year period following a change in control of Match Group, in accordance with the 2015 Plan and the 2017 Plan, the vesting of all then outstanding and unvested Match Group stock options and/or Match Group RSUs, as applicable, held by each named executive officer is accelerated, and pursuant to their respective employment agreements, each of Ms. Dubey and Messrs. Swidler and Sine is entitled to receive the amounts set forth above under “Amounts and Benefits Payable Upon a Qualifying Termination.”

Additional Amounts and Other Amounts and Benefits Payable to Chief Executive Officer Upon Termination

Pursuant to the terms of Ms. Dubey’s employment agreement in effect on December 31, 2020, if Ms. Dubey elects to terminate her employment other than for good reason at any time following March 1, 2021, and she has not engaged in conduct that would constitute cause, and subject to the execution and non-revocation of a release and compliance with the post-termination covenants described above under “Amounts and Benefits Payable Upon a Qualifying Termination,” she will be entitled to accelerated vesting of fifty percent of any then unvested portion of outstanding Match Group equity awards.

Potential Payments Upon Termination or Change in Control Table

The amounts that would become payable to our named executive officers upon the events described above, assuming a termination date of December 31, 2020, are described and quantified in the table below. These amounts, which, with the exception of the gross-up relating to COBRA benefits, exclude the effect of any applicable taxes, are based on the named executive officer’s base salary, the number of Match Group stock options and/or RSUs outstanding, and the closing price of Match Group common stock ($151.19), on December 31, 2020.

CEO Pay Ratio

In accordance with Item 402(u) under Regulation S-K of the Securities Act of 1933, as amended (the “Securities Act”), we are required to disclose the ratio of our median employee’s annual total compensation to the annual total compensation of our Chief Executive Officer, Sharmistha Dubey. The pay ratio disclosure set forth below is a reasonable estimate calculated in a manner consistent with applicable SEC rules.

For the fiscal year ended December 31, 2020: (i) the estimated median of the annual total compensation of all Match Group employees (other than Ms. Dubey) was approximately $117,228, (ii) Ms. Dubey’s annual total compensation, as reported under Executive Compensation—2020 Summary Compensation Table was $13,705,132, and (iii) the ratio of annual total compensation of Ms. Dubey to the median of the annual total compensation of our other employees was 117 to 1.

In making the determinations above, we first identified our total number of employees as of December 31, 2020 (1,939 in total, 1,163 of which were located in the United States and 776 of which were collectively located in various jurisdictions outside of the United States). We then excluded employees located in the following jurisdictions outside of the United States, which together comprise less than 5% of our total employees: Australia (2 employees), China (1 employee), Germany (15 employees), India (11 employees), Indonesia (3 employees), Ireland (10 employees), Italy (2 employees), Korea (4 employees), Singapore (10 employees), Spain (1 employee), Sweden (1 employee), Switzerland (1 employee), Thailand (1 employee), the United Kingdom (16 employees) and Vietnam (1 employee). After excluding employees in these jurisdictions, our pay ratio calculation included 1,860 of our total 1,939 employees.

To identify our median employee from this employee population, as permitted by SEC rules, we selected base pay in 2020 as our consistently applied compensation measure, which we then compared across the applicable employee population. We annualized the compensation of permanent employees who were hired in 2020 but did not work for us for the entire year. After we identified the median employee, we determined such employee’s annual total compensation in the same manner as we determined Ms. Dubey’s annual total compensation disclosed under Executive Compensation—2020 Summary Compensation Table.

Equity Compensation Plan Information

Securities Authorized for Issuance Under Equity Compensation Plans. The following table summarizes information, as of December 31, 2020, regarding Match Group equity compensation plans pursuant to which grants of Match Group stock options, Match Group RSUs or other rights to acquire shares of Match Group common stock may be made from time to time.

DIRECTOR COMPENSATION

Non-Employee Director Compensation Arrangements. The Compensation and Human Resources Committee of the Board has (and prior to the Separation, the full Board had) primary responsibility for establishing non-employee director compensation arrangements, which have been designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of our common stock to further align the interests of our directors with those of our stockholders. Arrangements in effect during 2020 prior to the Separation provided that: (i) each independent member of the Board receive an annual retainer in the amount of $50,000, (ii) each member of the Audit and Compensation and Human Resources Committees (including their respective Chairpersons) receive an additional annual retainer in the amount of $10,000 and $5,000, respectively, and (iii) the Chairpersons of each of the Audit and Compensation and Human Resources Committees receive an additional annual Chairperson retainer in the amount of $20,000, with all amounts being paid quarterly, in arrears.

In addition, these arrangements also provided that each independent director receive an award of Match Group RSUs with a dollar value of $250,000 upon their initial election to the Board and annually thereafter on the date of Match Group’s annual meeting of stockholders, the terms of which provide for: (i) vesting in three equal annual installments commencing on the first anniversary of the grant date, (ii) cancellation and forfeiture of unvested RSUs in their entirety upon termination of service to Match Group and its subsidiaries and (iii) full acceleration of vesting upon a change in control of Match Group (“Director RSU Award”). Since Match Group did not hold an annual meeting of stockholders in 2020 due to the Separation, each independent director of New Match Group was granted a Director RSU Award at the time of the Separation. Match Group also reimburses non-employee directors for all reasonable expenses incurred in connection with attendance at Board and Board committee meetings.

In October 2020, the Compensation and Human Resources Committee of the Board approved an amendment of the Company’s non-employee director compensation program, providing for (i) eligibility for all non-employee directors (not just those that had been determined to be independent) and (ii) an $80,000 annual cash retainer for the Chairperson of the Board, effective as of the Separation. As a result of this amendment, each of Messrs. Levin and Schiffman (i) became eligible to receive an annual retainer for service on the Board following the Separation in the amount of $130,000 and $50,000, respectively, and (ii) was granted a Director RSU Award.

In addition to the standard non-employee director compensation arrangements described above, each of Mses. McDaniel and Seymon and Mr. McInerney was paid $50,000 in 2020 in connection with her or his service on the special committee formed by the Board in September 2019 to evaluate any potential separation transaction between Match Group and IAC.

2020 Non-Employee Director Compensation. The table below provides the amount of: (i) fees earned by non-employee directors for services performed during 2020 (excluding the effect of any applicable taxes) and (ii) the grant date fair value of Director RSU Awards granted in 2020.

In addition to the RSUs listed above, as a result of the Former IAC Option Separation Adjustments, as of December 31, 2020, each of Messrs. Levin and Schiffman held Match Group stock options issued in respect of Former IAC stock options previously granted as part of their compensation by Former IAC and unrelated to their service as directors of Former Match Group or New Match Group.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table presents, as of April 16, 2021, information relating to the beneficial ownership of Match Group common stock by: (1) each person known by Match Group to own beneficially more than 5% of the outstanding shares of Match Group common stock, (2) each director (including each director nominee), (3) each named executive officer and (4) all current directors and executive officers of Match Group as a group. As of April 16, 2021, there were 270,148,970 shares of Match Group common stock outstanding.

Unless otherwise indicated, the beneficial owners listed below may be contacted at Match Group’s corporate headquarters located at 8750 North Central Expressway, Suite 1400, Dallas, Texas 75231. For each listed person, the number of shares of Match Group common stock and percent of such class listed assumes the exercise of any Match Group stock options owned by such person that are or will become exercisable, and the vesting of any Match Group stock options and/or Match Group RSUs that will vest, within 60 days of April 16, 2021, but does not assume the exercise or vesting of any such stock options or RSUs owned by any other person.