Match Group, Inc. Non-Employee Director Compensation Program Summary

Summary

Match Group, Inc. provides its non-employee directors with an annual cash retainer, additional fees for committee and board leadership roles, and annual grants of restricted stock units. Directors receive $50,000 annually, with extra payments for serving as committee chairs or members, and the Board Chair receives an additional $80,000. Directors are also granted restricted stock units valued at $250,000, which vest after one year or immediately upon a change in control. Directors may participate in the company's deferred compensation plan and are reimbursed for reasonable meeting expenses.

EX-10.25 2 mtch10-k20211231ex1025.htm SUMMARY OF NON-EMPLOYEE DIRECTOR COMPENSATION ARRANGEMENTS Document

Exhibit 10.25

Match Group, Inc. (the “Company”)

Non-Employee Director Compensation Program

Each non-employee member of the Company’s Board of Directors (the “Board”) receives an annual retainer fee of $50,000 and the Chairperson of each of the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees of the Board receives an additional annual retainer fee of $20,000, $20,000 and $15,000, respectively. Members of the Audit, Compensation and Human Resources, and Nominating and Corporate Governance Committees (including the Chairpersons) each receive an additional annual retainer fee of $10,000, $5,000 and $5,000, respectively. The Chairperson of the Board receives an additional annual retainer fee of $80,000. All amounts are payable quarterly in arrears.

In addition, each non-employee director receives a grant of restricted stock units of the Company with a dollar value of $250,000 (based on the closing price of the Company’s common stock on the grant date), upon their initial election or appointment to the Board and annually thereafter on the date of the Company’s annual meeting of stockholders (unless such non-employee director does not serve as a director of the Company following such annual meeting of stockholders). The terms of these restricted stock units provide for: (i) vesting in full on the first anniversary of the grant date, (ii) cancellation and forfeiture of unvested units in their entirety upon termination of service to the Company and its subsidiaries and (iii) full acceleration of vesting upon a change in control of the Company.

Each non-employee director is eligible to participate in the 2020 Match Group, Inc. Deferred Compensation Plan, in accordance with the terms of such plan.

Each non-employee director will also be reimbursed for all reasonable expenses incurred by such director in connection with attendance at board and committee meetings.