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| | Notice of 2024 Annual Meeting of Stockholders | |
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to elect the seven Board nominees named in the accompanying proxy statement, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from Vimeo’s Board);
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to ratify the appointment of Ernst & Young LLP as Vimeo’s independent registered public accounting firm for the 2024 fiscal year;
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to approve an amendment to the Amended and Restated Certificate of Incorporation of Vimeo, Inc. (the “Charter”) to limit the liability of certain officers of the Company as permitted pursuant to recent amendments to the Delaware General Corporation Law;
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to hold a non-binding advisory vote on the compensation of our named executive officers (the “say on pay” vote); and
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to transact such other business as may properly come before the meeting and any related adjournments or postponements.
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| | | | BY ORDER OF THE BOARD OF DIRECTORS, | |
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| , 2024 | | | JESSICA TRACY General Counsel & Secretary |
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Vimeo, Inc. 2024 Proxy Statement i
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| EXECUTIVE COMPENSATION | | | | | 28 | | |
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| DIRECTOR COMPENSATION | | | | | 53 | | |
| EQUITY COMPENSATION PLAN INFORMATION | | | | | 56 | | |
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| CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS | | | | | 59 | | |
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| OTHER MATTERS | | | | | 61 | | |
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| ANNEX A: Amended and Restated Certificate of Incorporation of Vimeo, Inc. | | | | | 63 | | |
| ANNEX B: GAAP to Non-GAAP Reconciliations | | | | | 69 | | |
| PROXY CARDS | | | | | | | |
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ii Vimeo, Inc. 2024 Proxy Statement
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Notice of Annual Meeting of Stockholders
Date
Tuesday, May 21, 2024
Time
10:00 a.m. Eastern Time |
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There are four ways to vote:
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by Internet at www.proxyvote .com, 24 hours a day, seven days a week, until 11:59 p.m. Eastern Time on May 20, 2024 (have your Notice or proxy card in hand when you visit the website);
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by toll-free telephone until 11:59 p.m. Eastern Time on May 20, 2024 at 1-800-690-6903 (have your Notice or proxy card in hand when you call);
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by completing and mailing your proxy card so it is received prior to the Annual Meeting (if you received printed proxy materials); and
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by attending and voting at the virtual Annual Meeting by visiting www.virtualshareholder
meeting.com/VMEO2024, where stockholders may vote and submit questions during the Annual Meeting (have your proxy card in hand when you visit the website).
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| | Proposal 1 | | | | The election of the seven Board nominees named in this proxy statement | | | |
FOR
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| | Proposal 2 | | | | The ratification of the appointment of Ernst & Young LLP as Vimeo’s independent registered public accounting firm for our fiscal year ending December 31, 2024 | | | |
FOR
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| | Proposal 3 | | | | The approval of the amendment to the Amended and Restated Certificate of Incorporation of Vimeo, Inc. (the “Charter”) to limit the liability of certain officers as permitted pursuant to recent amendments of the Delaware General Corporation Law (the “officer exculpation amendment”) | | | |
FOR
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| | Proposal 4 | | | | Non-binding advisory vote to approve the compensation of our named executive officers (“say-on-pay”) | | | |
FOR
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Vimeo, Inc. 2024 Proxy Statement 1
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2 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 3
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4 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 5
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6 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 7
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8 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 9
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10 Vimeo, Inc. 2024 Proxy Statement
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Proposal 1
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✓
The Board recommends that our stockholders vote FOR the election of all director nominees.
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| Election of Directors | | | |||
| Proposal and Vote Required | | | |||
| At the upcoming Annual Meeting, a board of seven directors will be elected, each to hold office until the next succeeding annual meeting of stockholders or until such director’s successor shall have been duly elected and qualified (or, if earlier, such director’s removal or resignation from our Board). Information concerning director nominees, all of whom are incumbent directors of Vimeo and have been recommended by the Nominating and Corporate Governance Committee for re-election, appears below. Although management does not anticipate that any of the persons named below 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. | | | |||
| The election of each of Alesia J. Haas, Mo Koyfman, Glenn H. Schiffman, Alexander von Furstenberg and Adam Gross as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Vimeo capital stock voting together as a single class, with each share of common stock and Class B common stock representing the right to one and ten vote(s), respectively. | | | |||
| The Board has designated Jay Herratti and Ida Kane as nominees for those positions on the Board to be elected by the holders of Vimeo common stock voting as a separate class. The election of each of them as directors requires the affirmative vote of a plurality of the total number of votes cast by the holders of shares of Vimeo common stock voting as a separate class. | | |
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Vimeo, Inc. 2024 Proxy Statement 11
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12 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 13
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14 Vimeo, Inc. 2024 Proxy Statement
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Board Diversity Matrix
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Total Number of Directors
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7
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Female
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Male
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Non-Binary
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Did Not
Disclose Gender |
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Part 1: Gender Identity
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Directors
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Part II: Demographic Background
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African American or Black
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Hispanic or Latinx
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White
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LGBTQ+
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Demographic Background Undisclosed
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Vimeo, Inc. 2024 Proxy Statement 15
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Experience, Expertise or Other Qualifications
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Gross
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Haas
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Herratti
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Kane
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Koyfman
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Schiffman
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von
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Accounting
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Finance
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Risk Management / Assessment
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Information Security and Data Privacy
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Cybersecurity
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Artificial Intelligence
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Environment / Climate Change
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Corporate Governance
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Compensation
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16 Vimeo, Inc. 2024 Proxy Statement
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Audit
Committee |
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Compensation and
Human Capital Management Committee |
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Nominating and
Corporate Governance Committee |
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ALESIA J. HAAS (1)
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✓
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JAY HERRATTI (1) | | |
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IDA KANE (1) | | |
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MO KOYFMAN (1)
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ALEXANDER VON FURSTENBERG
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GLENN H. SCHIFFMAN
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ADAM GROSS (2)
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Number of Meetings
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6
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10
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1
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Chair
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Member
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Vimeo, Inc. 2024 Proxy Statement 17
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18 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 19
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Proposal 2
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✓
The Board recommends that our stockholders vote FOR the ratification of the appointment of Ernst & Young as Vimeo’s independent registered public accounting firm for the fiscal year ending December 31, 2024.
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| Ratification of Appointment of Independent Registered Public Accounting Firm | | | |||
| Subject to stockholder ratification, the Audit Committee of Vimeo’s Board has appointed Ernst & Young LLP (“Ernst & Young”) as our independent registered public accounting firm for the fiscal year ending December 31, 2024. | | | |||
| The Audit Committee annually evaluates the performance of Ernst & Young and determines whether to continue to retain such firm or consider the retention of another firm. In appointing Ernst & Young as our independent registered public accounting firm for the 2024 fiscal year, the Audit Committee considered: (i) the firm’s performance as the Company’s independent registered public accounting firm, (ii) the fact that Ernst & Young has audited the financial statements of Vimeo since it was a wholly-owned subsidiary of IAC, (iii) Ernst & Young’s independence with respect to the services to be performed for the Company and (iv) Ernst & Young’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 Ernst & Young 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. | | |
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20 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 21
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2023
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2022
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Audit Fees
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Audit-Related Fees
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Total Audit and Audit-Related Fees
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Tax Fees
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Total Fees
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All Other Fees
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22 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 23
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As part of our Board’s ongoing evaluation of the Company’s corporate governance practices, our Board considered the potential benefits and detriments of eliminating the personal liability of its officers under certain circumstances. After such consideration, our Board believes the Exculpation Proposal is (i) consistent with the protections currently afforded in our Amended and Restated Certificate of Incorporation to directors and (ii) necessary in order to continue to attract and retain experienced and qualified officers, which is in the best interests of the Company and its stockholders. Our Board is not proposing the Exculpation Proposal in anticipation of any specific litigation confronting the Company. Rather, the Exculpation Proposal is being proposed on a prospective basis to help mitigate any potential future harm to the Company and its stockholders. Accordingly, our Board believes the Amendment is in the best interests of the Company and its stockholders.
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The description of the proposal set forth above is qualified in its entirety by reference to the text of Article IX of the proposed Amended and Restated Certificate of Incorporation of Vimeo, Inc., as amended by the proposed amendments described herein (the “Restated Charter”), attached as Annex A to this proxy statement. For convenience of reference, the proposed changes described herein to the current Charter are included in Annex A as underlined text.
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24 Vimeo, Inc. 2024 Proxy Statement
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Proposal 4
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✓
The Board recommends that our stockholders vote FOR the advisory vote on the compensation of our named executive officers.
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| Advisory Vote on the Compensation of our Named Executive Officers (the “Say on Pay” Vote) | | | |||
| Pursuant to Section 14A of the Exchange Act, we are seeking a non-binding advisory vote from our stockholders to approve the compensation of our named executive officers for 2023. This proposal, which we refer to as the “say on pay” vote, is not intended to address any specific item of compensation, but rather our overall compensation program and policies relating to our named executive officers. | | | |||
| As described in detail in the “Compensation Discussion and Analysis” section of this proxy statement, our executive 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 us to meet our growth objectives. We believe that our executive compensation program is designed to motivate experienced executives to achieve short-term and long-term goals, thereby enhancing stockholder value, and to retain individuals with the skills necessary for us to achieve our business plans. Accordingly, we believe that the compensation paid to our named executive officers in 2023 pursuant to our executive compensation program was fair and appropriate and are asking our stockholders to vote FOR the adoption of the following resolution: | | | |||
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“RESOLVED, that Vimeo, Inc. stockholders approve, on an advisory basis, the compensation of Vimeo’s named executive officers for 2023, as disclosed in this proxy statement, pursuant to the U.S. Securities and Exchange Commission’s compensation disclosure rules, including the Compensation Discussion and Analysis, the Executive Compensation tables and the related narrative discussion.”
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| This is the first non-binding advisory vote on say on pay that we are seeking, which is being held prior to the three-year anniversary of the Spin-off. The Company sought an advisory vote from its stockholders on the frequency of seeking the say on pay vote at the 2023 Annual Meeting of Stockholders and recommended seeking the say on pay vote every year. Based on voting results from the 2023 Annual Meeting of Stockholders, and consistent with the Company’s recommendation, say on pay votes will now occur every year. Accordingly, the next say on pay vote is expected to be held at our 2025 Annual Meeting of Stockholders. | | |
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Vimeo, Inc. 2024 Proxy Statement 25
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Name
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Age
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Position
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Gillian Munson | | |
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Jessica Tracy | | |
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26 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 27
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28 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 29
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What We Do
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What We Don’t Do
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Maintain a clawback policy
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Maintain stock ownership guidelines, which we adopted in October 2023
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Maintain a Compensation and Human Capital Management Committee comprised entirely of independent directors
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Retain an independent compensation consultant
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Hold an annual say-on-pay vote
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No “single-trigger” change in control arrangements for our executive officers
No tax gross-ups on severance or change in control payments in employee agreements
No excessive perquisites, special executive welfare or health benefits, or retirement plans not available to our employees generally
No hedging or pledging of our stock
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30 Vimeo, Inc. 2024 Proxy Statement
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| Alteryx, Inc. | | | New Relic, Inc. | |
| AppFolio, Inc. | | | PagerDuty, Inc. | |
| Asana, Inc. | | | Smartsheet Inc. | |
| Box, Inc. | | | Wix.com Ltd. | |
| BigCommerce Holdings, Inc. | | | Workiva Inc. | |
| Domo, Inc. | | | Yext, Inc. | |
| Elastic N.V. | | | Zuora, Inc. | |
| Momentive Global Inc. |
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Vimeo, Inc. 2024 Proxy Statement 31
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Name and Title
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2023 Target Bonus
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2023 Actual Bonus
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Considerations of the Committee and Results of Performance
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Adam Gross Interim Chief Executive Officer (beginning September 1, 2023) |
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Discretionary: N/A
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Non-Discretionary: $266,667
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Discretionary: $100,000
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Non-Discretionary: $258,510
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With respect to the discretionary bonus, although Mr. Gross did not have a target bonus for 2023, Mr. Gross received a discretionary cash bonus of $100,000 for 2023, in consideration of his time served as the Company’s Interim Chief Executive Officer since September 1, 2023 and the significant efforts Mr. Gross has undertaken to lead the Company’s strategy and transition.
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With respect to the Non-Discretionary Bonus, 2023 revenue was $417.2 million and Adjusted EBITDA was $34.4 million, which resulted in the Non-Discretionary Bonus being earned at $775,530 or a 97% payout factor, with $258,510 paid to Mr. Gross.
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Gillian Munson Chief Financial Officer |
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80% of base salary
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175% of base salary
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Ms. Munson’s role as Chief Financial Officer, including her management of our finance and investor relations functions;
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Ms. Munson’s overall Company leadership, including significant increased leadership responsibilities during the Chief Executive Officer transition period; and
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the Company’s 2023 financial results, including particularly Adjusted EBITDA and related disciplined cost control.
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Anjali Sud Former Chief Executive Officer (until August 31, 2023) |
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Discretionary: 100% of base salary with a target of $400,000 (representing a full year target bonus prorated for eight months of service)
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Non-Discretionary: $533,333
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Discretionary: 0% of base salary
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Non-Discretionary: $517,020
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With respect to the discretionary bonus, the Committee, together with Mr. Schiffman, considered the Company’s financial results and performance through the date of Ms. Sud’s departure in determining that Ms. Sud would not receive a discretionary bonus for 2023.
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With respect to the Non-Discretionary Bonus, 2023 revenue was $417.2 million and Adjusted EBITDA was $34.4 million, which resulted in the Non-Discretionary Bonus being earned at $775,530 or a 97% payout factor, with $517,020 paid to Ms. Sud.
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100% of base salary
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Mark Kornfilt Former President (until March 31, 2023) (1) |
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100% of base salary
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32 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 33
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Position
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Multiple of Annual Base Salary
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Chief Executive Officer
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Other Section 16 Officers
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34 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 35
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36 Vimeo, Inc. 2024 Proxy Statement
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Name and Principal Position
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Year
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Salary
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Bonus
($)(4) |
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Stock
Awards ($)(6) |
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Option
Awards ($)(7) |
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Incentive Plan Compensation ($)(8) |
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All Other
Compensation ($)(9) |
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Total
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Adam Gross Interim Chief Executive Officer (1) |
| | | | 2023 | | | | | $ | 186,923 | | | | | $ | 100,000 | | | | | $ | 789,093 | | | | | $ | — | | | | | $ | 258,510 | | | | | $ | 148,560(10) | | | | | $ | 1,483,086 | | |
Gillian Munson
Chief Financial Officer |
| | | | 2023 | | | | | $ | 400,000 | | | | | $ | 560,000 | | | | | $ | 2,901,665 | | | | | $ | — | | | | | | — | | | | | $ | 10,000 | | | | | $ | 3,871,665 | | |
| | | 2022 | | | | | $ | 300,000 | | | | | $ | 178,850 | | | | | $ | 10,587,588 | | | | | $ | — | | | | | | — | | | | | $ | 10,000 | | | | | $ | 11,076,438 | | | ||
Anjali Sud
Former Chief Executive Officer (1) |
| | | | 2023 | | | | | $ | 401,538 | | | | | $ | — | | | | | $ | 2,178,116 | | | | | $ | — | | | | | $ | 517,020 | | | | | $ | 10,000 | | | | | $ | 3,106,674 | | |
| | | 2022 | | | | | $ | 600,000 | | | | | $ | 300,000 | | | | | $ | 7,184,861 | | | | | $ | — | | | | | | — | | | | | $ | 11,000 | | | | | $ | 8,095,861 | | | ||
| | | 2021 | | | | | $ | 600,000 | | | | | $ | 600,000 | | | | | $ | 15,315,219 | | | | | $ | 2,318,908 | | | | | | — | | | | | $ | 10,000 | | | | | $ | 18,844,127 | | | ||
Eric Cox Former Chief Operating Officer (2) |
| | | | 2023 | | | | | $ | 329,808 | | | | | $ | —(5) | | | | | $ | 4,178,400 | | | | | $ | — | | | | | | — | | | | | $ | 10,000 | | | | | $ | 4,518,208 | | |
Mark Kornfilt
Former President (3) |
| | | | 2023 | | | | | $ | 129,808 | | | | | $ | —(5) | | | | | $ | — | | | | | $ | — | | | | | | — | | | | | $ | 58,259 | | | | | $ | 188,067 | | |
| | | 2022 | | | | | $ | 450,000 | | | | | $ | 225,000 | | | | | $ | 3,189,619 | | | | | $ | — | | | | | | — | | | | | $ | 30,000 | | | | | $ | 3,894,619 | | | ||
| | | 2021 | | | | | $ | 450,000 | | | | | $ | 450,000 | | | | | $ | 12,252,210 | | | | | $ | 895,234 | | | | | | — | | | | | $ | 10,000 | | | | | $ |
14,057,444 |
| |
|
|
| |
|
| |
Vimeo, Inc. 2024 Proxy Statement 37
|
|
| | | | | | | | |
Estimated future payouts under
non-equity incentive plan awards |
| |
Estimated future payouts under
equity incentive plan awards |
| |
All other
stock awards: Number of shares of stock or units (#) |
| |
Grant date
fair value of stock and option awards ($)(8) |
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
Date |
| |
Threshold
($) |
| |
Target
($) |
| |
Maximum
($) |
| |
Threshold
(#) |
| |
Target
(#) |
| |
Maximum
(#) |
| |||||||||||||||||||||||||||||||||
Adam Gross
|
| | | | 6/6/2023(1) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 44,444 | | | | | | 189,331 | | |
| | | | | 9/1/2023(2) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 146,641 | | | | | | 599,762 | | |
| | | | | —(3) | | | | | | 133,333 | | | | | | 266,667 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gillian Munson
|
| | | | 3/1/2023(4) | | | | | | — | | | | | | — | | | | | | — | | | | | | 250,000 | | | | | | 500,000 | | | | | | 1,000,000 | | | | | | — | | | | | | 2,901,665 | | |
Anjali Sud
|
| | | | —(3) | | | | | | 266,667 | | | | | | 533,333 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
| | | | | —(5) | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 2,178,116 | | |
Eric Cox
|
| | | | 3/1/2023(6) | | | | | | — | | | | | | — | | | | | | — | | | | | | 360,000 | | | | | | 720,000 | | | | | | 1,440,000 | | | | | | — | | | | | | 4,178,400 | | |
Mark Kornfilt (7)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
38 Vimeo, Inc. 2024 Proxy Statement
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| |
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| |
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| |
|
| |
Vimeo, Inc. 2024 Proxy Statement 39
|
|
|
40 Vimeo, Inc. 2024 Proxy Statement
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| |
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| |
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|
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| |
Vimeo, Inc. 2024 Proxy Statement 41
|
|
| | |
Option Awards
|
| | | | | | | | | | | | | |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
date |
| |
Number of
securities underlying unexercised SARs/ options (#) |
| |
Number of
securities underlying unexercised SARs/ options (#) |
| |
Option/
SAR exercise price ($) |
| |
Option/
SAR expiration date |
| |
Number of
shares or units of stock that have not vested (#) |
| |
Market value
of shares or units of stock that have not vested ($)(4) |
| |
Equity
Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) |
| |
Equity
Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(4) |
| |||||||||||||||||||||||||||
| | | | | | | | |
(Exercisable)
|
| |
(Unexercisable)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
Adam Gross | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Vimeo RSUs (1) | | | | | 06/14/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 12,017(2) | | | | | $ | 47,107 | | | | | | — | | | | | | — | | |
Vimeo RSUs (1) | | | | | 06/06/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 44,444(2) | | | | | $ | 174,220 | | | | | | — | | | | | | — | | |
Vimeo RSUs | | | | | 09/01/2023 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 109,981(2) | | | | | $ | 431,126 | | | | | | — | | | | | | — | | |
Anjali Sud | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Vimeo SARs (5) | | | | | 2/10/2016 | | | | | | 50,715 | | | | | | — | | | | | $ | 4.73 | | | | | | 2/10/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vimeo SARs (5) | | | | | 8/9/2016 | | | | | | 101,430 | | | | | | — | | | | | $ | 4.73 | | | | | | 8/9/2026 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vimeo SARs (5) | | | | | 2/14/2017 | | | | | | 50,715 | | | | | | — | | | | | $ | 4.73 | | | | | | 2/14/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vimeo SARs (5) | | | | | 8/24/2017 | | | | | | 1,065,015 | | | | | | — | | | | | $ | 4.73 | | | | | | 8/24/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vimeo SARs (5) | | | | | 8/24/2017 | | | | | | 507,150 | | | | | | — | | | | | $ | 6.99 | | | | | | 8/24/2027 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vimeo SARs (6) | | | | | 3/2/2018 | | | | | | 253,575 | | | | | | — | | | | | $ | 5.95 | | | | | | 2/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vimeo SARs (6) | | | | | 7/17/2019 | | | | | | 710,010 | | | | | | — | | | | | $ | 6.73 | | | | | | 2/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vimeo stock options (6)
|
| | | | 5/25/2021 | | | | | | 8,117 | | | | | | — | | | | | $ | 4.11 | | | | | | 2/28/2025 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Gillian Munson | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Vimeo RSUs | | | | | 4/04/2022 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | 551,868(2) | | | | | $ | 2,163,323 | | | | | | — | | | | | | — | | |
Vimeo RSUs | | | | | 3/01/2023 | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | 500,000(2)(3) | | | | | $ | 1,960,000 | | |
Eric Cox (7) | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
— | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
|
42 Vimeo, Inc. 2024 Proxy Statement
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| |
|
| |
|
|
| | |
Option Awards
|
| | | | | | | | | | | | | |
Stock Awards
|
| ||||||||||||||||||||||||||||||||||||
Name
|
| |
Grant
date |
| |
Number of
securities underlying unexercised SARs/ options (#) |
| |
Number of
securities underlying unexercised SARs/ options (#) |
| |
Option/
SAR exercise price ($) |
| |
Option/
SAR expiration date |
| |
Number of
shares or units of stock that have not vested (#) |
| |
Market value
of shares or units of stock that have not vested ($)(4) |
| |
Equity
Incentive Plan Awards: Number of unearned shares, units or other rights that have not vested (#) |
| |
Equity
Incentive Plan Awards: Market or payout value of unearned shares, units or other rights that have not vested ($)(4) |
| |||||||||||||||||||||||||||
| | | | | | | | |
(Exercisable)
|
| |
(Unexercisable)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |||||||||||
Mark Kornfilt | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Vimeo SARs (6) | | | | | 11/1/2017 | | | | | | 126,787 | | | | | | — | | | | | $ | 4.90 | | | | | | 9/30/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vimeo SARs (6) | | | | | 6/28/2018 | | | | | | 253,575 | | | | | | — | | | | | $ | 5.95 | | | | | | 9/30/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vimeo SARs (6) | | | | | 6/28/2018 | | | | | | 126,787 | | | | | | — | | | | | $ | 5.95 | | | | | | 9/30/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Vimeo SARs (6) | | | | | 7/17/2019 | | | | | | 710,010 | | | | | | — | | | | | $ | 6.73 | | | | | | 9/30/2024 | | | | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Name
|
| |
Grant Date
|
| |
Number of Unvested
RSUs as of 12/31/23 (#) |
| |
Market Value of Unvested
RSUs as of 12/31/23 ($) |
| |
Vesting Schedule
(#) |
| ||||||||||||||||||||||||
|
2024
|
| |
2025
|
| |
2026
|
| |||||||||||||||||||||||||||||
Adam Gross
|
| | | | 06/14/2022 | | | | | | 12,017 | | | | | $ | 47,107 | | | | | | 12,017 | | | | | | — | | | | | | — | | |
| | | 06/06/2023 | | | | | | 44,444 | | | | | $ | 174,220 | | | | | | 22,222 | | | | | | 22,222 | | | | | | — | | | ||
| | | 09/01/2023 | | | | | | 109,981 | | | | | $ | 431,126 | | | | | | 109,981 | | | | | | — | | | | | | — | | | ||
Gillian Munson
|
| | | | 4/04/2022 | | | | | | 551,868 | | | | | $ | 2,163,323 | | | | | | 275,934 | | | | | | 275,934 | | | | | | — | | |
| | | 3/01/2023 | | | | | | 500,000 | | | | | $ | 1,960,000 | | | | | | 166,667 | | | | | | 166,667 | | | | | | 166,666 | | |
|
|
| |
|
| |
Vimeo, Inc. 2024 Proxy Statement 43
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|
44 Vimeo, Inc. 2024 Proxy Statement
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| |
|
| |
|
|
| | |
Stock Awards(2)
|
| |||||||||
Name
|
| |
Number of
Shares Acquired on Vesting (#)(3) |
| |
Value
Realized on Vesting ($) |
| ||||||
Adam Gross (1)
|
| | | | 50,881 | | | | | | 188,713 | | |
Gillian Munson
|
| | | | 275,934 | | | | | | 1,020,956 | | |
Anjali Sud
|
| | | | — | | | | | | — | | |
Eric Cox
|
| | | | — | | | | | | — | | |
Mark Kornfilt
|
| | | | 508,844 | | | | | | 1,820,016 | | |
Name
|
| |
Total Net Shares
Retained |
| |||
Adam Gross
|
| | | | 37,062 | | |
Gillian Munson
|
| | | | 146,920 | | |
Mark Kornfilt
|
| | | | 252,132 | | |
|
|
| |
|
| |
Vimeo, Inc. 2024 Proxy Statement 45
|
|
Name
|
| |
Executive
contributions in last FY ($)(1) |
| |
Registrant
contributions in last FY ($) |
| |
Aggregate
earnings in last FY ($)(2) |
| |
Aggregate
withdrawals/ distributions ($) |
| |
Aggregate
balance at last FYE ($)(3) |
| |||||||||||||||
Adam Gross
|
| | | | 38,560 | | | | | | — | | | | | | 10,987.49 | | | | | | — | | | | | | 87,899.88 | | |
|
46 Vimeo, Inc. 2024 Proxy Statement
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| |
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| |
|
|
|
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| |
|
| |
Vimeo, Inc. 2024 Proxy Statement 47
|
|
Name and Benefit
|
| |
Qualifying
Termination |
| |
Qualifying
Termination During the Two Year Period Following a Change in Control of Vimeo |
| |
Death/Disability
|
| |||||||||
Adam Gross
|
| | | | | | | | | | | | | | | | | | |
Market value of Vimeo RSUs that would vest (1)
|
| | | $ | — | | | | | $ | 652,453 | | | | | $ | — | | |
Total estimated severance benefits
|
| | | $ | — | | | | | $ | 652,453 | | | | | $ | — | | |
Gillian Munson
|
| | | | | | | | | | | | | | | | | | |
Continued salary
|
| | | $ | 400,000 | | | | | $ | 400,000 | | | | | $ | — | | |
Continued health coverage (2)
|
| | | $ | 31,507 | | | | | $ | 31,507 | | | | | | — | | |
Market value of Vimeo RSUs that would vest (1)
|
| | | $ | 1,081,661 | | | | | $ | 4,069,423(3) | | | | | $ | — | | |
Total estimated severance benefits
|
| | | $ | 1,513,168 | | | | | $ | 4,500,930 | | | | | $ | — | | |
|
48 Vimeo, Inc. 2024 Proxy Statement
|
| |
|
| |
|
|
Year (1) | | | Summary Compensation Table Total for Interim PEO(2) | | | Summary Compensation Table Total for Former PEO(2) | | | Compensation Actually Paid to Interim PEO (3) | | | Compensation Actually Paid to Former PEO (3) | | | Average Summary Compensation Table Total for Non-PEO NEOs(2) | | | Average Compensation Actually Paid to Non- PEO NEOs (3) | | | Value of Initial Fixed $100 Investment Based On: | | | Net Income (Loss)(6) | | | | | |||
| Total Shareholder Return (4) | | | Peer Group Total Shareholder Return (5) | | ||||||||||||||||||||||||||
2023 | | | $ | | | $ | | | $ | | | $( | | | $ | | | $ | | | $ | | | $ | | | $ | | | $ | |
2022 | | | N/A | | | $ | | | N/A | | | $( | | | $ | | | $( | | | $ | | | $ | | | $( | | | $( | |
2021 | | | N/A | | | $ | | | N/A | | | $ | | | $ | | | $( | | | $ | | | $ | | | $( | | | $( | |
|
|
| |
|
| |
Vimeo, Inc. 2024 Proxy Statement 49
|
|
| | | | 2023 | | | 2022 | | | 2021 | | |||||||||||||||||||||||||||||||||
| | | | PEO (Interim PEO) | | | PEO (Former PEO) | | | Average Non- PEO NEOs | | | PEO (Former PEO) | | | Average Non- PEO NEOs | | | PEO (Former PEO) | | | Average Non- PEO NEOs | | |||||||||||||||||||||
| Total Compensation for covered fiscal year (FY) from Summary Compensation Table (SCT) | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | | | | $ | | | |
| DEDUCT: grant date fair value (GDFV) of equity awards granted during FY from SCT | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | |
| ADD: Fair value (FV) as of FY-end of equity awards granted during the year that are outstanding and unvested as of FY-end | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||
| ADD: change as of end of FY (from end of prior FY) in FV of awards granted in any prior year that are outstanding and unvested as of FY-end | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | ||||
| ADD: vesting date FV for any equity awards granted during the year that vested at the end of or during FY | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||
| ADD: change as of the vesting date (from end of prior FY) in FV for any equity awards granted in any prior year that vested at the end of or during FY | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | ( | | | ||||
| DEDUCT: FV at the end of the prior FY for awards granted in any prior year that failed to meet applicable vesting conditions during FY | | | | $ | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | $ | ( | | | | | $ | | | | | $ | | | ||||
| ADD: Value of dividends or other earnings paid on stock or option awards in FY not otherwise reflected in total compensation | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | | | $ | | | |||||||
| Compensation Actually Paid (as defined by SEC rule) | | | | $ | | | | | | $ | ( | | | | | $ | | | | | | $ | ( | | | | | $ | ( | | | | | $ | | | | | | $ | ( | | |
|
50 Vimeo, Inc. 2024 Proxy Statement
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| |
Vimeo, Inc. 2024 Proxy Statement 51
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52 Vimeo, Inc. 2024 Proxy Statement
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| |
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Vimeo, Inc. 2024 Proxy Statement 53
|
|
Name
|
| |
Fees Earned or Paid
in Cash ($) |
| |
Stock
Awards ($)(2) |
| |
Option
Awards ($)(3) |
| |
Total ($)
|
| ||||||||||||
Alesia J. Haas
|
| | | | 80,000 | | | | | | 189,331 | | | | | | — | | | | | | 269,331 | | |
Jay Herratti
|
| | | | 58,489 | | | | | | 189,331 | | | | | | — | | | | | | 247,820 | | |
Ida Kane
|
| | | | 60,000 | | | | | | 189,331 | | | | | | — | | | | | | 249,331 | | |
Mo Koyfman
|
| | | | 75,000(1) | | | | | | 189,331 | | | | | | — | | | | | | 264,331 | | |
Spike Lee (4)
|
| | | | 50,000 | | | | | | 189,331 | | | | | | — | | | | | | 239,331 | | |
Joseph Levin (5)
|
| | | | — | | | | | | — | | | | | | — | | | | | | — | | |
Nabil Mallick (4)
|
| | | | 43,819(1) | | | | | | 189,331 | | | | | | — | | | | | | 233,150 | | |
Alexander von Furstenberg
|
| | | | 28,434 | | | | | | 189,331 | | | | | | — | | | | | | 217,765 | | |
Glenn H. Schiffman
|
| | | | 10,955(1) | | | | | | 892,500 | | | | | | 467,500 | | | | | | 1,370,955 | | |
Name
|
| |
Outstanding
RSUs (#) |
| |||
Alesia J. Haas
|
| | | | 56,461 | | |
Jay Herratti
|
| | | | 56,461 | | |
Ida Kane
|
| | | | 56,461 | | |
Mo Koyfman
|
| | | | 56,461 | | |
Spike Lee
|
| | | | 56,461 | | |
Alexander von Furstenberg
|
| | | | 44,444 | | |
Glenn H. Schiffman
|
| | | | 262,017 | | |
|
54 Vimeo, Inc. 2024 Proxy Statement
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| |
|
| |
|
|
|
|
| |
|
| |
Vimeo, Inc. 2024 Proxy Statement 55
|
|
Plan Category
|
| |
Number of Securities to be
Issued upon Exercise of Outstanding Options, Warrants and Rights (A) |
| |
Weighted-Average Exercise
Price of Outstanding Options, Warrants and Rights (B)(4) |
| |
Number of Securities
Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in Column (A)) (C) |
| |||||||||
Equity compensation plans approved by security holders (1)(2)(3)
|
| | | | 28,146,881 | | | | | $ | 5.58 | | | | | | 16,066,158(5) | | |
Equity compensation plans not approved
by security holders |
| | | | — | | | | | | — | | | | | | — | | |
Total
|
| | | | 28,146,881 | | | | | $ | 5.58 | | | | | | 16,066,158(5) | | |
|
56 Vimeo, Inc. 2024 Proxy Statement
|
| |
|
| |
|
|
| | | |
Vimeo Common Stock
|
| |
Vimeo Class B Common Stock
|
| |
Percent of
Vote |
| |||||||||||||||||||||
|
Name and Address of Beneficial Owner
|
| |
Number of
Shares Owned |
| |
% of Class
Owned |
| |
Number of
Shares Owned |
| |
% of Class
Owned |
| |
(All Classes)
|
| |||||||||||||||
|
The Vanguard Group
100 Vanguard Blvd. Malvern, PA 19355 |
| | | | 17,220,182(1) | | | | | | 10.8% | | | | | | — | | | | | | — | | | | | | 6.8% | | |
|
BlackRock, Inc.
50 Hudson Yards New York, NY 10001 |
| | | | 12,494,307(2) | | | | | | 7.8% | | | | | | — | | | | | | — | | | | | | 4.9% | | |
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T. Rowe Price Investment Management, Inc.
101 E. Pratt Street, Baltimore, MD 21201 |
| | | | 10,881,174(3) | | | | | | 6.8% | | | | | | — | | | | | | — | | | | | | 4.3% | | |
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Barry Diller
|
| | | | 11,527,867(4) | | | | | | 6.8% | | | | | | 9,399,250(5) | | | | | | 100% | | | | | | 37.9% | | |
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Joseph Levin
|
| | | | 5,337,440(6) | | | | | | 3.2% | | | | | | — | | | | | | — | | | | | | 2.1% | | |
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Anjali Sud
|
| | | | 2,746,727(7) | | | | | | 1.7% | | | | | | — | | | | | | — | | | | | | 1.1% | | |
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Adam Gross
|
| | | | 85,988(8) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
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Gillian Munson
|
| | | | 255,248(9) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
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Eric Cox
|
| | | | 63,123(10) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
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Mark Kornfilt
|
| | | | 1,383,291(11) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
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Alesia J. Haas
|
| | | | 16,424(12) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
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Jay Herratti
|
| | | | 22,799(13) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
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Ida Kane
|
| | | | 16,424(14) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
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Mo Koyfman
|
| | | | 16,797(15) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
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Glenn H. Schiffman
|
| | | | 688,960(16) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
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Alexander von Furstenberg
|
| | | | 107,157(17) | | | | | | * | | | | | | — | | | | | | — | | | | | | * | | |
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All current executive officers and directors as a group (9 persons)
|
| | | | 1,229,979 | | | | | | 0.8% | | | | | | | | | | | | | | | | | | 0.5% | | |
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Vimeo, Inc. 2024 Proxy Statement 57
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58 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 59
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60 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 61
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62 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 63
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64 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 65
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66 Vimeo, Inc. 2024 Proxy Statement
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Vimeo, Inc. 2024 Proxy Statement 67
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68 Vimeo, Inc. 2024 Proxy Statement
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| | | |
Years Ended December 31,
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2023
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2022
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(In thousands)
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Net earnings (loss)
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$22,032
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$(79,591)
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Add back:
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Income tax provision
|
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2,879
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1,926
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Other income, net
|
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(12,862)
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(5,764)
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Interest expense
|
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998
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491
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Operating income (loss)
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13,047
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(82,938)
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Add back:
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Stock-based compensation expense
|
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12,042
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64,340
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Depreciation
|
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1,997
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2,198
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Amortization of intangibles
|
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2,839
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5,100
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Contingent consideration fair value adjustments
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(396)
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(1,116)
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Restructuring costs
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4,888
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4,183
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Adjusted EBITDA
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$34,417
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$(8,233)
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Vimeo, Inc. 2024 Proxy Statement 69
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70 Vimeo, Inc. 2024 Proxy Statement
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