XML 15 R2.htm IDEA: XBRL DOCUMENT v3.23.1
Pay vs Performance Disclosure - USD ($)
3 Months Ended 9 Months Ended 12 Months Ended
Dec. 31, 2022
Oct. 10, 2022
Dec. 31, 2022
Dec. 31, 2021
Dec. 31, 2020
Pay vs Performance Disclosure [Table]          
Pay vs Performance [Table Text Block]    
PAY VERSUS PERFORMANCE DISCLOSURE
Overview
As required by Item 402(v) of Regulation S-K (“Item 402(v)”), we are providing certain disclosure regarding executive compensation for our current and former Chief Executive Officers and our other current and former NEOs as a group (collectively, the “non-CEO NEOs”) on an average basis, as well as certain performance measures, for the fiscal years ended December 31, 2022, 2021 and 2020.
Amounts for Compensation Actually Paid in the tables below have been calculated in accordance with Item 402(v) and do not represent amounts actually earned by or paid to our current and former NEOs for the fiscal years ended December 31, 2022, 2021 and 2020.
A substantial portion of the amounts reported in the Compensation Actually Paid columns in the tables below relates to changes in the fair value of unvested Angi equity awards over the course of the relevant fiscal year and fiscal year over fiscal year. The fair value of such awards changes as the market price of Angi Class A common stock changes, and the vesting of such awards is subject to continued service through the applicable vesting dates (and in the case of certain awards, the satisfaction of certain performance conditions). As a result, the value that may be realized by our current NEOs related to their unvested Angi equity awards cannot be determined as of the date of this proxy statement and can only be determined on the applicable vesting dates for such awards.
The valuation assumptions and methodologies, as applicable, used to calculate the fair value of Angi equity awards as of the end of each fiscal year did not materially differ from those used to calculate the value of such awards as of the applicable grant date. The fair value of outstanding Angi equity awards at vesting is calculated by multiplying the closing price of Angi Class A common stock on the vesting date by the number of awards so vesting.
Pay Versus Performance Table
Year
Summary
Compensation
Table Total
for First
CEO
(1)
($)
Compensation
Actually Paid
to First
CEO
(2)
($)
Summary
Compensation
Table Total
for Second
CEO
(1)
($)
Compensation
Actually Paid
to Second
CEO
(2)
($)
Average
Summary
Compensation
Table Total
for Non-CEO
NEOs
(3)
($)
Average
Compensation
Actually Paid
to Non-CEO
NEOs
(4)
($)
Value of Initial Fixed $100
Investment based on:
GAAP
Net Loss
Company
TSR
(5)
($)
Industry Index
TSR
(5)
($)
2022
$ 450,472 $ 450,472 $ 4,757,096 $ (24,589,004) $ 3,325,411 $ (698,811) $ 27.74 $ 131.58 $ (128,450,000)
2021
$ 145,647 $ (37,072,235) $ 42,359,288 $ 18,303,213 $ 6,042,094 $ 3,143,274 $ 108.74 $ 201.23 $ (71,378,000)
2020
$ 11,911,322 $ 41,296,389 $ 3,284,792 $ 10,176,061 $ 155.79 $ 146.70 $ (6,283,000)
(1)
Our first CEO for 2022 is Mr. Levin, who has served as our Chief Executive Officer since October 10, 2022. Our second CEO for 2022 and 2021 is Mr. Hanrahan, who served as our Chief Executive Officer from February 24, 2021 through October 10, 2022. Our first CEO for 2021 and only CEO for 2020 is William B. Ridenour, who served as our Chief Executive Officer from November 8, 2018 to February 24, 2021.
(2)
In accordance with Item 402(v), the following adjustments were made to the amounts reported for Messrs. Levin and Hanrahan for each applicable fiscal year in the Total column of the Summary Compensation Table (and to amounts previously reported for Mr. Ridenour in the Total column of the Summary Compensation Table in prior years’ proxy statements) to arrive at “compensation actually paid” ​(“CAP”):
Year
Summary
Compensation
Table Total for
First CEO
($)
Minus
Reported
Value of Equity
Awards for
First CEO
($)
Plus
Equity
Award
Adjustments
for First
CEO
(a)
($)
Compensation
Actually Paid
to First CEO
($)
Summary
Compensation Table
Total for Second
CEO
($)
Minus
Reported
Value of Equity
Awards for
Second CEO
($)
Plus
Equity
Award
Adjustments
for Second
CEO
(b)
($)
Compensation
Actually Paid
to Second
CEO
($)
2022
$ 450,472 $ 450,472 $ 4,757,096 $ 2,444,754 $ (26,901,346) $ (24,589,004)
2021
$ 145,647 $ (37,217,882) $ (37,072,235) $ 42,359,288 $ 41,132,595 $ 17,076,520 $ 18,303,213
2020
$ 11,911,322 $ 10,603,072 $ 39,988,139 $ 41,296,389
(a)
Represents adjustments to the fair value of Mr. Ridenour’s Angi equity awards shown in the table above in accordance with Item 402(v), which were as follows:
Year
Year End
Fair Value
of Equity
Awards
Granted in
the Year
($)
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity
Awards
($)
Year over
Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in Year
($)
Fair Value
at End
of Prior
Year of
Equity Awards
that Failed
to Meet
Vesting Conditions
in Year
($)
Total
Equity
Award
Adjustments
($)
2022
2021
$ 3,081,139 $ (40,299,021) $ (37,217,882)
2020
$ 29,235,581 $ 10,261,258 $ 1,427,353 $ (936,054) $ 39,988,139
(b)
Represents adjustments to the fair value of Mr. Hanrahan’s Angi equity awards shown in the table above in accordance with Item 402(v), which were as follows:
Year
Year End
Fair Value
of Equity
Awards
Granted in
the Year
($)
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity Awards
($)
Year over
Year Change in
Fair Value
of Equity
Awards Granted
in Prior
Years that
Vested in
Year
($)
Fair Value
at End
of Prior
Year of
Equity Awards
that Failed
to Meet
Vesting Conditions
in Year
($)
Total
Equity
Award
Adjustments
($)
2022
$ 1,947,516 $ (9,627,979) $ (19,220,883) $ (26,901,346)
2021
$ 22,438,913 $ (4,868,566) $ 631,068 $ (1,124,894) $ 17,076,520
2020
(3)
The names of each current and former non-CEO NEO included for purposes of calculating the average amounts of total compensation in each fiscal year are as follows: (i) for 2022, Messrs. Russakoff, Kip, Shanmugasundaram, Pedersen and Dua and Ms. Shaw, (ii) for 2021, Messrs. Pedersen, Dua and Shanmugasundaram, Dhanusha Sivajee, our Chief Marketing Officer, and Glenn H. Schiffman, our former Interim Chief Financial Officer, and (iii) for 2020, Messrs. Hanrahan (in his then capacity as our Chief Product Officer) and Kip, Jamie Cohen, our former Chief Financial Officer, Craig Smith, our former President and Chief Operating Officer, and Allison Lowrie, our former Chief Marketing Officer.
(4)
The dollar amounts reported in the Average Compensation Actually Paid to Non-CEO NEOs column in the table above represent the average amount of CAP to our current and former non-CEO NEOs as a group, calculated in accordance with Item 402(v) for each fiscal year shown in the table above. In accordance with Item 402(v), the following adjustments were made to the average amount of total compensation reported for our current non-CEO NEOs as a group for each fiscal year in the Total column of the Summary Compensation Table (and to the average amounts of total compensation
previously reported for our former non-CEO NEOs in the Total column of the Summary Compensation Table in prior years’ proxy statements) to arrive at CAP:
Year
Average
Reported
Summary
Compensation
Table Total
for Non-CEO
NEOs
($)
Minus
Average
Reported
Value of Equity
Awards
($)
Plus
Average
Equity
Award
Adjustments
(x)
($)
Average
Compensation
Actually Paid
to Non-CEO
NEOs
($)
2022
$ 3,325,411 $ 2,636,582 $ (1,387,640) $ (698,811)
2021
$ 6,042,094 $ 5,604,489 $ 2,705,669 $ 3,143,274
2020
$ 3,284,792 $ 2,470,462 $ 9,361,731 $ 10,176,061
(x)
Represents adjustments to the average fair value of non-CEO NEO Angi equity award holdings shown in the table above in accordance with Item 402(v), which were as follows:
Year
Average
Year End
Fair Value
of Equity
Awards Granted
in the Year
($)
Year over
Year Average
Change in
Fair Value
of Outstanding
and Unvested
Equity Awards
($)
Average Fair
Value as
of Vesting
Date of
Equity Awards
Granted and
Vested in Year
($)
Year over
Year Average
Change in
Fair Value
of Equity
Awards Granted
in Prior
Years that
Vested in
the Year
($)
Average
Fair Value
at the
End of the
Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
($)
Total
Average
Equity
Award
Adjustments
($)
2022
$ 1,014,585 $ (1,219,434) $ (647,948) $ (534,843) $ (1,387,640)
2021
$ 4,460,786 $ 212,492 $ (1,967,609) $ 2,705,669
2020
$ 5,652,210 $ 494,359 $ 980,589 $ 2,983,946 $ (748,843) $ 9,361,731
(5)
Total shareholder return (“TSR”) reflects the cumulative total return (assuming dividend reinvestment, as applicable) of Angi Class A common stock and the Russell 1000 Technology Index (a peer issuer selected in accordance with SEC rules), in each case, based on $100.00 invested at the close of trading on December 31, 2019 through December 30, 2022. Historical stock performance is not necessarily indicative of future stock performance.
   
Named Executive Officers, Footnote [Text Block]    
(1)
Our first CEO for 2022 is Mr. Levin, who has served as our Chief Executive Officer since October 10, 2022. Our second CEO for 2022 and 2021 is Mr. Hanrahan, who served as our Chief Executive Officer from February 24, 2021 through October 10, 2022. Our first CEO for 2021 and only CEO for 2020 is William B. Ridenour, who served as our Chief Executive Officer from November 8, 2018 to February 24, 2021.
(3)
The names of each current and former non-CEO NEO included for purposes of calculating the average amounts of total compensation in each fiscal year are as follows: (i) for 2022, Messrs. Russakoff, Kip, Shanmugasundaram, Pedersen and Dua and Ms. Shaw, (ii) for 2021, Messrs. Pedersen, Dua and Shanmugasundaram, Dhanusha Sivajee, our Chief Marketing Officer, and Glenn H. Schiffman, our former Interim Chief Financial Officer, and (iii) for 2020, Messrs. Hanrahan (in his then capacity as our Chief Product Officer) and Kip, Jamie Cohen, our former Chief Financial Officer, Craig Smith, our former President and Chief Operating Officer, and Allison Lowrie, our former Chief Marketing Officer.
   
Peer Group Issuers, Footnote [Text Block]    
(5)
Total shareholder return (“TSR”) reflects the cumulative total return (assuming dividend reinvestment, as applicable) of Angi Class A common stock and the Russell 1000 Technology Index (a peer issuer selected in accordance with SEC rules), in each case, based on $100.00 invested at the close of trading on December 31, 2019 through December 30, 2022. Historical stock performance is not necessarily indicative of future stock performance.
   
Adjustment To PEO Compensation, Footnote [Text Block]    
(2)
In accordance with Item 402(v), the following adjustments were made to the amounts reported for Messrs. Levin and Hanrahan for each applicable fiscal year in the Total column of the Summary Compensation Table (and to amounts previously reported for Mr. Ridenour in the Total column of the Summary Compensation Table in prior years’ proxy statements) to arrive at “compensation actually paid” ​(“CAP”):
Year
Summary
Compensation
Table Total for
First CEO
($)
Minus
Reported
Value of Equity
Awards for
First CEO
($)
Plus
Equity
Award
Adjustments
for First
CEO
(a)
($)
Compensation
Actually Paid
to First CEO
($)
Summary
Compensation Table
Total for Second
CEO
($)
Minus
Reported
Value of Equity
Awards for
Second CEO
($)
Plus
Equity
Award
Adjustments
for Second
CEO
(b)
($)
Compensation
Actually Paid
to Second
CEO
($)
2022
$ 450,472 $ 450,472 $ 4,757,096 $ 2,444,754 $ (26,901,346) $ (24,589,004)
2021
$ 145,647 $ (37,217,882) $ (37,072,235) $ 42,359,288 $ 41,132,595 $ 17,076,520 $ 18,303,213
2020
$ 11,911,322 $ 10,603,072 $ 39,988,139 $ 41,296,389
(a)
Represents adjustments to the fair value of Mr. Ridenour’s Angi equity awards shown in the table above in accordance with Item 402(v), which were as follows:
Year
Year End
Fair Value
of Equity
Awards
Granted in
the Year
($)
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity
Awards
($)
Year over
Year
Change in
Fair Value
of Equity
Awards
Granted in
Prior Years
that Vested
in Year
($)
Fair Value
at End
of Prior
Year of
Equity Awards
that Failed
to Meet
Vesting Conditions
in Year
($)
Total
Equity
Award
Adjustments
($)
2022
2021
$ 3,081,139 $ (40,299,021) $ (37,217,882)
2020
$ 29,235,581 $ 10,261,258 $ 1,427,353 $ (936,054) $ 39,988,139
(b)
Represents adjustments to the fair value of Mr. Hanrahan’s Angi equity awards shown in the table above in accordance with Item 402(v), which were as follows:
Year
Year End
Fair Value
of Equity
Awards
Granted in
the Year
($)
Year over
Year Change
in Fair
Value of
Outstanding
and Unvested
Equity Awards
($)
Year over
Year Change in
Fair Value
of Equity
Awards Granted
in Prior
Years that
Vested in
Year
($)
Fair Value
at End
of Prior
Year of
Equity Awards
that Failed
to Meet
Vesting Conditions
in Year
($)
Total
Equity
Award
Adjustments
($)
2022
$ 1,947,516 $ (9,627,979) $ (19,220,883) $ (26,901,346)
2021
$ 22,438,913 $ (4,868,566) $ 631,068 $ (1,124,894) $ 17,076,520
2020
   
Non-PEO NEO Average Total Compensation Amount     $ 3,325,411 $ 6,042,094 $ 3,284,792
Non-PEO NEO Average Compensation Actually Paid Amount     $ (698,811) 3,143,274 10,176,061
Adjustment to Non-PEO NEO Compensation Footnote [Text Block]    
(4)
The dollar amounts reported in the Average Compensation Actually Paid to Non-CEO NEOs column in the table above represent the average amount of CAP to our current and former non-CEO NEOs as a group, calculated in accordance with Item 402(v) for each fiscal year shown in the table above. In accordance with Item 402(v), the following adjustments were made to the average amount of total compensation reported for our current non-CEO NEOs as a group for each fiscal year in the Total column of the Summary Compensation Table (and to the average amounts of total compensation
previously reported for our former non-CEO NEOs in the Total column of the Summary Compensation Table in prior years’ proxy statements) to arrive at CAP:
Year
Average
Reported
Summary
Compensation
Table Total
for Non-CEO
NEOs
($)
Minus
Average
Reported
Value of Equity
Awards
($)
Plus
Average
Equity
Award
Adjustments
(x)
($)
Average
Compensation
Actually Paid
to Non-CEO
NEOs
($)
2022
$ 3,325,411 $ 2,636,582 $ (1,387,640) $ (698,811)
2021
$ 6,042,094 $ 5,604,489 $ 2,705,669 $ 3,143,274
2020
$ 3,284,792 $ 2,470,462 $ 9,361,731 $ 10,176,061
(x)
Represents adjustments to the average fair value of non-CEO NEO Angi equity award holdings shown in the table above in accordance with Item 402(v), which were as follows:
Year
Average
Year End
Fair Value
of Equity
Awards Granted
in the Year
($)
Year over
Year Average
Change in
Fair Value
of Outstanding
and Unvested
Equity Awards
($)
Average Fair
Value as
of Vesting
Date of
Equity Awards
Granted and
Vested in Year
($)
Year over
Year Average
Change in
Fair Value
of Equity
Awards Granted
in Prior
Years that
Vested in
the Year
($)
Average
Fair Value
at the
End of the
Prior Year
of Equity
Awards that
Failed to
Meet Vesting
Conditions in
the Year
($)
Total
Average
Equity
Award
Adjustments
($)
2022
$ 1,014,585 $ (1,219,434) $ (647,948) $ (534,843) $ (1,387,640)
2021
$ 4,460,786 $ 212,492 $ (1,967,609) $ 2,705,669
2020
$ 5,652,210 $ 494,359 $ 980,589 $ 2,983,946 $ (748,843) $ 9,361,731
   
Compensation Actually Paid vs. Total Shareholder Return [Text Block]    
[MISSING IMAGE: bc_ceo2vsangi-bw.jpg]
   
Compensation Actually Paid vs. Net Income [Text Block]    
[MISSING IMAGE: bc_ceo1vsgaap-bw.jpg]
(1)
Since Angi’s executive compensation program does not generally use GAAP Net Loss as a financial performance measure for purposes of determining compensation to be paid to our NEOs, any correlation between our GAAP Net Loss and the compensation that we pay our NEOs and CAP to our NEOs is a coincidence.
   
Total Shareholder Return Vs Peer Group [Text Block]    
[MISSING IMAGE: lc_companytsr-bw.jpg]
   
Total Shareholder Return Amount     $ 27.74 108.74 155.79
Peer Group Total Shareholder Return Amount     131.58 201.23 146.7
Net Income (Loss)     (128,450,000) (71,378,000) (6,283,000)
PEO Name Mr. Levin Mr. Hanrahan      
Mr. Levin [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount     450,472 145,647 11,911,322
PEO Actually Paid Compensation Amount     450,472 (37,072,235) 41,296,389
Equity Awards         10,603,072
Mr. Levin [Member] | Total Equity Awards Adjustments [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       (37,217,882) 39,988,139
Mr. Levin [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       3,081,139 1,427,353
Mr. Levin [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       (40,299,021) (936,054)
Mr. Levin [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount         29,235,581
Mr. Levin [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount         10,261,258
Mr. Hanrahan [Member]          
Pay vs Performance Disclosure [Table]          
PEO Total Compensation Amount     4,757,096 42,359,288  
PEO Actually Paid Compensation Amount     (24,589,004) 18,303,213  
Equity Awards     2,444,754 41,132,595  
Mr. Hanrahan [Member] | Total Equity Awards Adjustments [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (26,901,346) 17,076,520  
Mr. Hanrahan [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (9,627,979) 631,068  
Mr. Hanrahan [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (19,220,883) (1,124,894)  
Mr. Hanrahan [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     1,947,516 22,438,913  
Mr. Hanrahan [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount       (4,868,566)  
Non-PEO NEO [Member]          
Pay vs Performance Disclosure [Table]          
Equity Awards     2,636,582 5,604,489 2,470,462
Non-PEO NEO [Member] | Total Equity Awards Adjustments [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (1,387,640) 2,705,669 9,361,731
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount         980,589
Non-PEO NEO [Member] | Change In Fair Value As Of Vesting Date Of Prior Year Awards Vested During Current Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (647,948) 212,492 2,983,946
Non-PEO NEO [Member] | Adjustments For Equity Awards Failed To Meet Performance Conditions [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     (534,843) (1,967,609) (748,843)
Non-PEO NEO [Member] | Year-end Fair Value Of Awards Granted In The Current Fiscal Year [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     1,014,585 $ 4,460,786 5,652,210
Non-PEO NEO [Member] | Change In Fair Value Of Outstanding And Unvested Awards Granted In Prior Fiscal Years [Member]          
Pay vs Performance Disclosure [Table]          
Adjustment to Compensation Amount     $ (1,219,434)   $ 494,359