MATCH GROUP, INC., DEF 14A filed on 4/30/2026
Proxy Statement (definitive)
v3.26.1
Cover
 12 Months Ended
Dec. 31, 2025
Document Information [Line Items]  
Document Type DEF 14A
Amendment Flag false
Entity Information [Line Items]  
Entity Registrant Name Match Group, Inc.
Entity Central Index Key 0000891103
v3.26.1
Pay vs Performance Disclosure
 12 Months Ended
Dec. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Dec. 31, 2022
USD ($)
Dec. 31, 2021
USD ($)
Dec. 31, 2020
Pay vs Performance Disclosure            
Pay vs Performance Disclosure, Table
Year
Summary
Compen-
sation
Table
("SCT")
Total for
PEO 1(1)
SCT Total
for PEO 2(1)
SCT Total
for PEO 3(1)
Compen-
sation
Actually
Paid to PEO
1(2)(3)
Compen-
sation
Actually
Paid to
PEO 2(3)(4)
Compen-
sation
Actually
Paid to
PEO 3(3)(5)
Average
SCT Total
for Non-
PEO
NEOs(6)
Average
Compen-
sation
Actually
Paid to
Non-PEO
NEOs(3)(7)
Value of Initial
Fixed $100
Investment
Based On:
Net
Income
(in thou-
sands)
Adjusted
EBITDA
Margin(9)
Total
Share-
holder
Return
("TSR")
Peer
Group
TSR(8)
(a)
(b)
(c)
(d)
(e)
(f)
(g)
(h)
(i)
(j)
(k)
(l)
(m)
2025
—
$10,630,492
$47,014,253
—
$1,131,422
$37,467,327
$5,526,944
$2,658,838
$22
$264
$613,461
35%
2024
—
$15,746,295
—
—
$9,750,863
—
$4,169,091
$2,775,909
$22
$207
$551,313
36%
2023
—
$16,080,272
—
—
$7,826,909
—
$7,041,888
$3,983,355
$24
$150
$651,472
37%
2022
$23,016,375
$23,921,211
—
$(17,274,848)
$9,915,322
—
$11,178,780
$(3,540,359)
$27
$90
$359,919
35%
2021
$25,397,675
—
—
$13,576,838
—
—
$11,085,711
$7,416,614
$87
$137
$276,554
36%
          
Company Selected Measure Name Adjusted EBITDA Margin          
Named Executive Officers, Footnote The dollar amounts reported in column (h) are the averages of the amounts of total compensation reported for the Company’s NEOs
as a group, excluding any PEOs serving during each year (the "Non-PEO NEOs"), in the “Total” column of the SCT for each
corresponding year. The Non-PEO NEOs included in each of 2021, 2022 and 2023 for purposes of calculating the average amounts
are Gary Swidler, Jared F. Sine and Philip Eigenmann. The Non-PEO NEOs included in 2024 for purposes of calculating the
average amounts are Gary Swidler, Sean Edgett, Philip Eigenmann and Jeanette Teckman. The Non-PEO NEOs included in 2025
for purposes of calculating the average amounts are Steven Bailey, Sean Edgett, Hesam Hosseini and Gary Swidler.
          
Peer Group Issuers, Footnote The peer group used for this purpose is the Russell 1000 Technology Index.          
PEO Total Compensation Amount       $ 23,921,211    
Adjustment To PEO Compensation, Footnote The dollar amounts reported in column (f) represent the CAP for Mr. Kim, as computed in accordance with Item 402(v) of Regulation
S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Kim during the applicable year. In
accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr. Kim's total
compensation for 2025 to determine CAP:
Reported
SCT Total
Reported
Value of
Equity
Awards(a)
Equity Award
Adjustments(b)
Compensation
Actually Paid
$10,630,492
—
$(9,499,070)
$1,131,422
(a)The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards”
column of the SCT for 2025.
(b)The equity award adjustments include the addition (or subtraction, as applicable) of the following, if applicable: (i) the year-end
fair value of any equity awards granted in 2025 that were outstanding and unvested as of the end of 2025; (ii) the amount of
change in fair value as of the end of 2025 (from the end of the prior fiscal year) of any awards granted in prior years that were
outstanding and unvested as of the end of 2025; (iii) for awards that were granted and vested in 2025, the fair value as of the
vesting date; (iv) for awards granted in prior years that vested in 2025, the amount equal to the change in fair value as of the
vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that were determined to fail to meet the
applicable vesting conditions during 2025, a deduction for the amount equal to the fair value at the end of the prior fiscal year;
and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2025 prior to the vesting date that
are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2025.
The amounts deducted or added in calculating the equity award adjustments are as follows:
Year End
Fair Value of
Equity
Awards
Granted
During the
Year
Year over
Year Change
in Fair Value
of
Outstanding
and
Unvested
Equity
Awards
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in
the Same
Year
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year
Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
Total Equity
Award
Adjustments
—
$(790,271)
—
$778,610
$(9,487,409)
—
$(9,499,070)
(5)The dollar amounts reported in column (g) represent the CAP for Mr. Rascoff, as computed in accordance with Item 402(v) of
Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid to Mr. Rascoff during the
applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to Mr.
Rascoff's total compensation for 2025 to determine CAP:
Reported
SCT Total
Reported
Value of
Equity
Awards(a)
Equity Award
Adjustments(b)
Compensation
Actually Paid
$47,014,253
$(44,790,300)
$35,243,374
$37,467,327
(a)The reported value of equity awards represents the grant date fair value of equity awards as reported in the “Stock Awards”
column of the SCT for 2025.
(b)The equity award adjustments include the addition (or subtraction, as applicable) of the following, if applicable: (i) the year-end
fair value of any equity awards granted in 2025 that were outstanding and unvested as of the end of 2025; (ii) the amount of
change in fair value as of the end of 2025 (from the end of the prior fiscal year) of any awards granted in prior years that were
outstanding and unvested as of the end of 2025; (iii) for awards that were granted and vested in 2025, the fair value as of the
vesting date; (iv) for awards granted in prior years that vested in 2025, the amount equal to the change in fair value as of the
vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that were determined to fail to meet the
applicable vesting conditions during 2025, a deduction for the amount equal to the fair value at the end of the prior fiscal year;
and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2025 prior to the vesting date that
are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2025.
The amounts deducted or added in calculating the equity award adjustments are as follows:
Year End
Fair Value of
Equity
Awards
Granted
During the
Year
Year over
Year Change
in Fair Value
of
Outstanding
and
Unvested
Equity
Awards
Fair Value as
of Vesting
Date of
Equity
Awards
Granted and
Vested in
the Same
Year
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
Fair Value at
the End of
the Prior
Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year
Value of
Dividends or
other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
Total Equity
Award
Adjustments
$35,250,759
—
—
$(7,385)
—
—
$35,243,374
          
Non-PEO NEO Average Total Compensation Amount $ 5,526,944 $ 4,169,091 $ 7,041,888 11,178,780 $ 11,085,711  
Non-PEO NEO Average Compensation Actually Paid Amount $ 2,658,838 2,775,909 3,983,355 (3,540,359) 7,416,614  
Adjustment to Non-PEO NEO Compensation Footnote The dollar amounts reported in column (i) represent the average CAP of the Non-PEO NEOs as a group, as computed in
accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual average amount of compensation
earned by or paid to the Non-PEO NEOs as a group during the applicable year. In accordance with the requirements of Item 402(v)
of Regulation S-K, the following adjustments were made to average total compensation for the Non-PEO NEOs as a group for 2025
to determine CAP:
Average
Reported
SCT Total
for Non-
PEO NEOs
Average
Reported
Value of
Equity
Awards(a)
Average
Equity Award
Adjustments(b)
Average
Compensation
Actually Paid
to Non-PEO
NEOs*
$5,526,944
$(4,472,891)
$1,604,785
$2,658,838
*Amounts may not total due to rounding.
(a)The average reported value of equity awards represents the average grant date fair value of equity awards granted to the Non-
PEO NEOs as reported in the “Stock Awards” column of the SCT for 2025.
(b)The equity award adjustments include the addition (or subtraction, as applicable) of the following, if applicable: (i) the year-end
fair value of any equity awards granted in 2025 that were outstanding and unvested as of the end of 2025; (ii) the amount of
change in fair value as of the end of 2025 (from the end of the prior fiscal year) of any awards granted in prior years that were
outstanding and unvested as of the end of 2025; (iii) for awards that were granted and vested in 2025, the fair value as of the
vesting date; (iv) for awards granted in prior years that vested in 2025, the amount equal to the change in fair value as of the
vesting date (from the end of the prior fiscal year); (v) for awards granted in prior years that were determined to fail to meet the
applicable vesting conditions during 2025, a deduction for the amount equal to the fair value at the end of the prior fiscal year;
and (vi) the dollar value of any dividends or other earnings paid on stock or option awards in 2025 prior to the vesting date that
are not otherwise reflected in the fair value of such award or included in any other component of total compensation for 2025.
The amounts deducted or added in calculating the equity award adjustments are as follows:
Average
Year End
Fair Value of
Equity
Awards
Granted
During the
Year
Average
Year over
Year Change
in Fair Value
of
Outstanding
and
Unvested
Equity
Awards
Average Fair
Value as of
Vesting Date
of Equity
Awards
Granted and
Vested in
the Same
Year
Average
Year over
Year Change
in Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in the Year
Average Fair
Value at the
End of the
Prior Year of
Equity
Awards that
Failed to
Meet Vesting
Conditions
in the Year
Average Value
of Dividends
or other
Earnings Paid
on Stock or
Option
Awards not
Otherwise
Reflected in
Fair Value or
Total
Compensation
Average Total
Equity Award
Adjustments*
$4,260,939
$(882,359)
—
$(22,365)
$(1,751,430)
—
$1,604,785
*Amounts may not total due to rounding
          
Equity Valuation Assumption Difference, Footnote All valuations of equity awards were estimated using assumptions and methodologies substantially consistent with those used at
grant and in accordance with the principles in FASB ASC Topic 718, Compensation – Stock Compensation. The fair value of Match
Group PSU awards is reflected based upon the probable outcome of the performance conditions associated with such PSU awards
as of the valuation date.
          
Compensation Actually Paid vs. Total Shareholder Return
PFP.jpg
          
Compensation Actually Paid vs. Net Income
PFP.jpg
          
Compensation Actually Paid vs. Company Selected Measure
PFP.jpg
          
Total Shareholder Return Vs Peer Group
PFP.jpg
          
Total Shareholder Return Amount $ 22 22 24 27 87  
Peer Group Total Shareholder Return Amount 264 207 150 90 137  
Net Income (Loss), Including Portion Attributable to Noncontrolling Interest $ 613,461,000 $ 551,313,000 $ 651,472,000 $ 359,919,000 $ 276,554,000  
Company Selected Measure Amount 0.35 0.36 0.37 0.35 0.36  
Additional 402(v) Disclosure The dollar amounts reported in columns (b), (c) and (d) are the amounts of total compensation reported for each PEO for each
corresponding year in the "Total" column of the SCT.
The dollar amount reported in column (e) represents the CAP for Ms. Dubey, as computed in accordance with Item 402(v) of
Regulation S-K. The dollar amount does not reflect the actual amount of compensation earned by or paid to Ms. Dubey during the
applicable year.
As described in more detail in Compensation Discussion and Analysis above, the Company’s executive
compensation program reflects a performance-based approach. While the Company utilizes several performance
measures to align executive compensation with Company performance, not all of those Company measures are
presented in the Pay versus Performance table. Moreover, the Company generally seeks to incentivize long-term
performance, and therefore does not specifically align the Company’s performance measures with compensation
that is actually paid (as computed in accordance with Item 402(v) of Regulation S-K under the Securities Act) for a
particular year. In accordance with Item 402(v) of Regulation S-K, the Company is providing the following graphs
depicting the relationships between information presented in the Pay versus Performance table. For purposes of
the charts below, we have combined the CAP of the PEO serving as of the end of each year (Ms. Dubey in 2021,
Mr. Kim in 2022, 2023 and 2024, and Mr. Rascoff in 2025) with the CAP of any other PEO that served in that role
during each such year (Ms. Dubey in 2022 and Mr. Kim in 2025).
          
Measure:: 1            
Pay vs Performance Disclosure            
Name Adjusted EBITDA Margin          
Non-GAAP Measure Description Adjusted EBITDA Margin is defined as Adjusted EBITDA divided by revenue. Adjusted EBITDA is defined as net income attributable
to Match Group, Inc. shareholders excluding: (1) net income or loss attributable to noncontrolling interests; (2) income tax provision
or benefit; (3) other income (expense), net; (4) interest expense; (5) depreciation; (6) acquisition-related items consisting of (i)
amortization of intangible assets and impairments of goodwill and intangible assets, if applicable, and (ii) gains and losses
recognized on changes in fair value of contingent consideration arrangements, as applicable; and (7) stock-based compensation
expense.
          
Measure:: 2            
Pay vs Performance Disclosure            
Name Revenue          
Measure:: 3            
Pay vs Performance Disclosure            
Name 3-year relative TSR percentile ranking among Nasdaq Composite index companies          
Measure:: 4            
Pay vs Performance Disclosure            
Name Stock price          
Sharmistha Dubey [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount       $ 23,016,375 $ 25,397,675  
PEO Actually Paid Compensation Amount       $ (17,274,848) $ 13,576,838  
PEO Name       Sharmistha Dubey Sharmistha Dubey Sharmistha Dubey
Bernard Kim [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount $ 10,630,492 $ 15,746,295 $ 16,080,272      
PEO Actually Paid Compensation Amount $ 1,131,422 $ 9,750,863 $ 7,826,909 $ 9,915,322 $ 0  
PEO Name Bernard Kim Bernard Kim Bernard Kim Bernard Kim    
Spencer Rascoff [Member]            
Pay vs Performance Disclosure            
PEO Total Compensation Amount $ 47,014,253          
PEO Actually Paid Compensation Amount $ 37,467,327 $ 0 $ 0      
PEO Name Spencer Rascoff          
PEO | Bernard Kim [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ 0          
PEO | Bernard Kim [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (9,499,070)          
PEO | Bernard Kim [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Bernard Kim [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (790,271)          
PEO | Bernard Kim [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Bernard Kim [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 778,610          
PEO | Bernard Kim [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (9,487,409)          
PEO | Bernard Kim [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Spencer Rascoff [Member] | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (44,790,300)          
PEO | Spencer Rascoff [Member] | Equity Awards Adjustments, Excluding Value Reported in Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 35,243,374          
PEO | Spencer Rascoff [Member] | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 35,250,759          
PEO | Spencer Rascoff [Member] | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Spencer Rascoff [Member] | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Spencer Rascoff [Member] | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (7,385)          
PEO | Spencer Rascoff [Member] | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
PEO | Spencer Rascoff [Member] | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
Non-PEO NEO | Aggregate Grant Date Fair Value of Equity Award Amounts Reported in Summary Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (4,472,891)          
Non-PEO NEO | Equity Awards Adjustments, Excluding Value Reported in Compensation Table            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 1,604,785          
Non-PEO NEO | Year-end Fair Value of Equity Awards Granted in Covered Year that are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 4,260,939          
Non-PEO NEO | Year-over-Year Change in Fair Value of Equity Awards Granted in Prior Years That are Outstanding and Unvested            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (882,359)          
Non-PEO NEO | Vesting Date Fair Value of Equity Awards Granted and Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount 0          
Non-PEO NEO | Change in Fair Value as of Vesting Date of Prior Year Equity Awards Vested in Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (22,365)          
Non-PEO NEO | Prior Year End Fair Value of Equity Awards Granted in Any Prior Year that Fail to Meet Applicable Vesting Conditions During Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount (1,751,430)          
Non-PEO NEO | Dividends or Other Earnings Paid on Equity Awards not Otherwise Reflected in Total Compensation for Covered Year            
Pay vs Performance Disclosure            
Adjustment to Compensation, Amount $ 0          
v3.26.1
Award Timing Disclosure
 12 Months Ended
Dec. 31, 2025
Award Timing Disclosures [Line Items]  
Award Timing MNPI Disclosure 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 response to Item 402(x)(1) of
Regulation S-K of the Securities Act of 1933, as amended (the "Securities Act"), the Company does not currently
grant awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the
Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material
information by the Company. In the event the Company determines to grant such awards, it may establish a policy
regarding how the Committee determines when to grant such awards and how the Committee will take material
information into account when determining the timing and terms of such awards. During 2025, the Company did
not time the disclosure of material nonpublic information for the purpose of affecting the value of executive
compensation.
Award Timing Method 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 response to Item 402(x)(1) of
Regulation S-K of the Securities Act of 1933, as amended (the "Securities Act"), the Company does not currently
grant awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the
Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material
information by the Company. In the event the Company determines to grant such awards, it may establish a policy
regarding how the Committee determines when to grant such awards and how the Committee will take material
information into account when determining the timing and terms of such awards. During 2025, the Company did
not time the disclosure of material nonpublic information for the purpose of affecting the value of executive
compensation.
Award Timing Predetermined true
Award Timing MNPI Considered false
Award Timing, How MNPI Considered 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 response to Item 402(x)(1) of
Regulation S-K of the Securities Act of 1933, as amended (the "Securities Act"), the Company does not currently
grant awards of stock options, stock appreciation rights, or similar option-like instruments. Accordingly, the
Company has no specific policy or practice on the timing of such awards in relation to the disclosure of material
information by the Company. In the event the Company determines to grant such awards, it may establish a policy
regarding how the Committee determines when to grant such awards and how the Committee will take material
information into account when determining the timing and terms of such awards. During 2025, the Company did
not time the disclosure of material nonpublic information for the purpose of affecting the value of executive
compensation.
MNPI Disclosure Timed for Compensation Value false
v3.26.1
Insider Trading Policies and Procedures
 12 Months Ended
Dec. 31, 2025
Insider Trading Policies and Procedures [Line Items]  
Insider Trading Policies and Procedures Adopted true