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NYSE: XOXO(common stock)

18.05 -0.20 -1.1% Volume: 6,975 Minimum 20 min delay February 23, 2017

Corporate Governance

Highlights & Documents

As a publicly traded company, it is XO Group Inc.’s, policy to conduct business affairs in a manner that will maintain and improve XO Group’s good reputation and to publicly disclose, on a broad, non-selective basis, all material information concerning XO Group in a timely manner that presents an accurate portrayal of our operating and financial performance. XO Group’s Board of Directors is committed to thoroughly exercising its oversight responsibilities throughout the company, managing XO Group’s affairs consistent with the highest principles of business ethics and satisfying corporate governance requirements.

XO Group has taken the following steps, among others, to fulfill our commitment to corporate governance practices, which are consistent with our stockholders’ best interests and legal requirements:

  • A majority of XO Group Board members, and all members of our Audit and Compensation Committees, are independent of XO Group and our management.
  • The Charters of our Audit and Compensation Committees clearly establish the respective roles and responsibilities of the committee members.
  • The Audit Committee has established policies consistent with the auditor independence provisions of the Sarbanes-Oxley corporate reform law and related regulations.
  • Ernst & Young, our independent auditor, reports directly to the Audit Committee
  • XO Group has a clear code of business conduct and ethics, which requires all of our employees, officers and directors to conduct the Company's business in accordance with the law and the highest ethical standards.
  • XO Group has a confidential hot line available to all employees to facilitate anonymous reporting of any questionable activities.

Management

Michael Steib , , , President and CEO

Michael Steib is our President and CEO, and joined XO Group in July 2013. Prior to joining XO Group, Steib served as Chief Executive Officer at Vente-Privee USA, an ecommerce venture backed by American Express and the world’s largest private sales site, beginning in 2011. Prior to that position, Steib served at Google, Inc. as Director, Google TV Ads from January 2007 to September 2009, and Managing Director, Emerging Platforms, from September 2009 to July 2011, where he helped build Google TV Ads and grow Google Mobile Ads and YouTube’s advertising business. From 2001 through 2006, Steib held positions at NBC Universal/General Electric, where he served as General Manager, Strategic Ventures, leading the creation of new digital businesses, and later as Vice President, Business Development, helping to close $20 billion in mergers and acquisitions. In addition, he previously worked on the development of new media businesses for Walker Digital, LLC, and as a management consultant with McKinsey & Company. Steib received a BA in Economics from the University of Pennsylvania.

Gillian Munson , , , Chief Financial Officer

Gillian Munson joined XO Group in November 2013 from Allen & Company LLC, where she was Managing Director leading the firm’s principal investing and outreach activities with early stage technology-oriented companies. Munson was also a Vice President, Business Development at Symbol Technologies from March 2003 through July 2007, aiding in the company’s multi-billion dollar turnaround, M&A processes, strategy, and eventual sale and integration with Motorola. Prior to joining Symbol Technologies, Munson was an Executive Director and Senior Equity Analyst at Morgan Stanley, where she covered the mobile, storage and personal computing sectors. Munson began her career as a Research Associate at Hambrecht & Quist.

Nic Di Iorio , , , Chief Technology Officer

Nic Di Iorio has been our Chief Technology Officer since February 2010. He previously served in the same position since February 2008, under the title of Executive Vice President and Managing Director, Technology Group. Before joining XO Group, he was oncofounder and CEO of City24/7 LLC from October 2006 to January 2008, where he remains a member of the Advisory Board. Di Iorio was also a Principal at MarCom ASP Limited, a consulting company, from July 2006 to January 2008. Before that, he was Chief Technology Officer of the Interpublic Group of Companies (IPG), after serving as Chief Information Officer of the McCann WorldGroup (a wholly-owned subsidiary of IPG), among other roles at the company.

Prior to joining McCann, Di Iorio spent four years at Young & Rubicam as Vice President, Director of Global Network Services, where he was responsible for the worldwide strategy and implementation of its IT infrastructure. He also spent 10 years in Research and Development organizations at GTE and AT&T Bell Laboratories working on new technologies in the area of distributed systems, data networking, security, and telecommunications.

Di Iorio received a BS from City College of New York, earned an MS from Polytechnic University and has been published in both trade and academic publications.

Jennifer Garrett , , , Executive Vice President, National Enterprise Group

Jennifer Garrett joined XO Group in February 2014 from Viacom Inc., where she spent twelve years in senior sales roles at Nickelodeon and MTV Networks International. Most recently, she was Vice President of Sales and Marketing at the Nickelodeon Group of Viacom Media Networks, where she led a convergent team responsible for driving a substantial amount of TV and online advertising revenue. At Nickelodeon, she developed distinctive multi-platform marketing solutions across on-air, online, mobile, recreation, and consumer products to drive business. Previously, she was instrumental in building the global advertising business for MTV Networks International, where she contributed a significant portion of the group’s revenue by delivering TV and digital media dollars to MTV, Nickelodeon International and Neopets. Earlier in her career, Garrett was a lawyer at the firm now known as Mayer, Brown, Rowe and Maw. She received a Bachelor’s degree in International Relations from Barnard College, Columbia University and a Juris Doctor degree from New York University School of Law. She lives in New York City with her husband and two children.

Brent Tworetzky , , , Executive Vice President, Product

Brent Tworetzky joined XO Group in September 2015. Named one of the “secret rock stars of Silicon Valley” by Business Insider, Tworetzky is a passionate digital leader with an impeccable track record of building important products users love while also scaling meaningful businesses. Most recently, Tworetzky served as Vice President of Product Management at Udacity, a leader in online career education, and as a product and business leader for higher education startup Chegg. Tworetzky also served as a product leader at WebMD, ClassPass and Mint.com, and as a venture capitalist at Shasta Ventures. Tworetzky earned a bachelor’s degree in Computer Science and Statistics from Harvard, and an MBA from Stanford.

Katherine Wu Brady , , , Executive Vice President, E-Commerce and Registry

Katherine Brady joined XO Group in March 2014 from Vente-privee USA, where she most recently served as Chief Executive Officer and sales doubled in 2013 under her management. She helped launch Vente-privee USA in 2011 as Chief Operating Officer and oversaw sales operations, human resources, product development and a variety of strategic cross-functional initiatives. Previously, Brady held senior-level positions at AOL, in strategy and operations, and at NBC Universal, where she was part of the Hulu launch team and helped to transform the company’s Local Media digital business into a profitable and dynamic organization. Brady started her career in Technology and Health Care investment banking at Morgan Stanley. Brady is a graduate of the Jerome Fisher Program in Management & Technology at the University of Pennsylvania, earning bachelor’s degrees in Finance from The Wharton School and in Systems Engineering from The School of Engineering and Applied Science. She lives in New York City with her husband and son.

Dhanusha Sivajee , , , Executive Vice President, Marketing

Dhanusha Sivajee joined XO Group in August 2014 from AOL, where she served as Chief Marketing Officer for the AOL Brand Group and was responsible for driving audience growth across AOL's portfolio of digital brands. Previously, Sivajee worked for Bloomberg as VP of Global Marketing for Bloomberg Mobile, where she was part of the executive team that launched a suite of Bloomberg Mobile products, including the award-winning Bloomberg Businessweek & Bloomberg TV iPad apps. Sivajee also spent seven years at HBO in several leadership roles, where she created signature cross-platform marketing campaigns that drove cross-screen consumer engagement and developed the go-to-market strategy for the broadband video product, HBO GO.

Paul Bascorbert , , , President of Local Marketplace

Paul Bascobert joined XO Group in September 2016 from Yodel, where as President, he led a high-velocity sales, marketing and client service team serving over 50,000 small business customer. Previously, Mr. Bascobert served at Bloomberg L.P., where he held positions of President of Bloomberg BusinessWeek and Chief Operating Officer of Bloomberg Media. Prior to that, Mr. Bascobert served as Chief Marketing Officer of Consumer Media Group of Dow Jones & Company Inc., a division of News Corporation, as Senior Vice President of Operations at the Dow Jones Consumer Media Group and as an Executive Vice President of Sales and Marketing at Braun Consulting Inc. Mr. Bascobert holds a BS in Electrical Engineering from Kettering University and an MBA in Finance from The Wharton School of the University of Pennsylvania.

Michelle Dvorkin , , , Executive Vice President, Human Resources

Michelle Dvorkin joined XO Group in November 2015. With over 20 years of experience in Human Resources, Dvorkin’s career has spanned senior level work in compensation and benefits, M&A-related HR, business partner/generalist support, performance management, coaching, culture, and employee relations. Having worked in start-ups such as Quigo and Lot18, successful mid-size growth companies like AppNexus, and large organizations including AOL, Ogilvy, Primedia, Dvorkin has a broad range of tech, media, and commerce-related people operations expertise. Dvorkin received a BA in Industrial Psychology from San Francisco State University and an MS in Industrial Labor Relations from Cornell University.

Board of Directors

David Liu , , , Chairman of the Board

David Liu, Chairman of the Board, cofounded The Knot Inc. in 1996. David served as Chief Executive Officer and Director of The Knot/XO Group Inc. from inception through March 2014 and President from inception through June 2013. David led the growth of The Knot from one of the first Silicon Valley consumer internet startups, through a successful IPO on the NASDAQ in 1999, to becoming a profitable multi-brand, multi-platform media company for couples now listed on NYSE as XO Group Inc. (XOXO). Prior to The Knot, David founded and led NYC digital media production company RunTime Inc. and served as Director of Production at VideOvation, a subsidiary of Reader’s Digest. David received a B.F.A. in Film and Television from New York University.

Charles Baker , ,

Charles Baker has served as one of our directors since November 2005. Since September 2010, Mr. Baker has been the Chief Executive Officer and President of ZipRealty, Inc. Since May 2016, Mr. Baker has served as the Chief Financial Officer of Yelp Inc. Between December 2008 and September 2010, Mr. Baker served as Executive Vice President and Chief Financial Officer of ZipRealty. Between June 2007 and December 2008, Mr. Baker was an independent investor. Mr. Baker was the Senior Vice President and Chief Financial Officer of Monster Worldwide, Inc. from March 2005 through June 2007. From 1993 to 2005, Mr. Baker held various positions at Salomon Brothers (subsequently Smith Barney) and was a Managing Director in the Equity Research Department just before joining Monster Worldwide, Inc. Mr. Baker holds the Chartered Financial Analyst designation and is a former Chairman of the Media and Entertainment Analysts of New York Investment Society. Mr. Baker received a B.A. from Yale College.

Diane Irvine , ,

Diane Irvine has served as one of our directors since November 2014. From 2008 to 2011 Ms.Irvine served as Chief Executive Officer and President of Blue Nile, Inc.,the leading online retailer of diamonds and fine jewelry. Ms.Irvine joined Blue Nile as Chief Financial Officer in 1999 and also served on Blue Nile’s Board of Directors from 2001 to 2011. Prior to Blue Nile, Ms.Irvine was Vice President and Chief Financial Officer of Plum Creek Timber Company, a timberland management and wood products company from 1994 to1999. From 1981 to 1994, Diane served in various capacities at Coopers & Lybrand LLP, an international accounting firm, in Chicago and Seattle. Ms.Irvine holds a B.S. in Accounting from Illinois State University and a M.S. in Taxation from Golden Gate University.

Barbara Messing , ,

Barbara Messing has served as one of our directors since August 2014. Ms. Messing is the Chief Marketing Officer for TripAdvisor, one of the world's largest travel sites. Ms. Messing leads all global consumer marketing activities at TripAdvisor, including brand development and experience, customer relationship marketing, communications, search engine marketing, traffic acquisition, and mobile partnerships. Prior to joining TripAdvisor, Ms. Messing spent nine years at Hotwire, where she served in a number of senior leadership roles. Before joining Hotwire, Ms. Messing was at Keen.com and The Travel Channel. In 2014, Ms. Messing was honored in the AWMY Changing the Game awards, and 2011, she was named a "Brand Genius" by Adweek. Ms. Messing holds a BA from Northwestern University and a JD from Stanford University.

Peter Sachse , ,

Peter Sachse has served as one of our directors since February 2010. Mr. Sachse previously served as one of our directors from October 2006 through April 2007, and as an observer to our Board of Directors from April 2007 to February 2010. Mr. Sachse has been Chief Growth Officer since February 2016. Prior to that, Mr. Sachse had been Chief of Innovation and Business Development of Macy’s, Inc. from February 2015 to February 2016, Chief Stores Officer of Macy’s, Inc. from February 2012 to February 2015, Chief Marketing Officer of Macy’s, Inc. from February 2009 to February 2012 (a title which he also held from June 2003 to May 2007), and President of Macy’s Corporate Marketing from May 2007 to February 2009. Mr. Sachse was also Chairman and Chief Executive Officer of the macys.com division of Macy’s, Inc. from April 2006 to February 2012. Prior to serving in these roles, Mr. Sachse was president and chief operating officer of The Bon Marche in Seattle. He began his retail career with Macy’s in Kansas City. He also served as executive vice president/general merchandise manager at Macy’s East and later as vice chair/director of stores of Macy’s East. Mr. Sachse received a B.B.A. in Finance from the University of Wisconsin.

Elizabeth Schimel , ,

Elizabeth Schimel has served as one of our directors since August 2012. Since​ September 2015, Ms. Schimel has been Vice President, ​​Condé​ Nast International. From​ October 2013​ to September 2015​, Ms. Schimel ​was​ President,​​ Condé Nast China. From June 2011 to October 2013, Ms. Schimel was Executive Vice President and Chief Digital Officer at Meredith National Media Group. From January 2008 to October 2010, Ms. Schimel served as Global Head of Music and Connected Entertainment at Nokia. Ms. Schimel was Senior Vice President, Entertainment, at Comcast Interactive Media from January 2005 to January 2008. Ms. Schimel received a B.A. from the University of Pennsylvania, and an M.B.A. and M.A. in Finance from Wharton Business School

Michael Steib , ,

Michael Steib has been our Chief Executive Officer and has served as one of our directors since March 2014. Mr. Steib joined XO Group in July 2013 as President. Prior to joining XO Group, Mr. Steib served as Chief Executive Officer at Vente-Privee USA beginning in 2011. Prior to that position, Mr. Steib served at Google, Inc. as Director, Google TV Ads from January 2007 to September 2009, and Managing Director, Emerging Platforms, from September 2009 to July 2011. From 2001 through 2006, Mr. Steib held positions at NBC Universal/General Electric, where he served as General Manager, Strategic Ventures, and later as Vice President, Business Development. In addition, he previously worked on the development of new media businesses for Walker Digital, LLC, and as a management consultant with McKinsey & Company. Mr. Steib received a BA in Economics from the University of Pennsylvania.

Michael Zeisser , ,

Mr. Zeisser has served as one of our directors since July 2013 and was elected by the independent directors of our Board of Directors in May 2014 to serve as the Lead Independent Director. Mr. Zeisser is Chairman, U.S. Investments, for Alibaba Group, one of the largest internet companies in the world. Prior to joining Alibaba Group, Mr. Zeisser was a Senior Vice President of Liberty Interactive Corporation (formerly known as Liberty Media Corporation), where he led Liberty's investment activities in digital media, commerce and gaming. Prior to joining Liberty Media in 2003, Mr. Zeisser was a partner at McKinsey & Company in New York, where he co-founded and led McKinsey’s Internet Practice. Mr. Zeisser is a graduate of the University of Strasbourg, France and the J.L. Kellogg Graduate School of Management at Northwestern University. Mr. Zeisser serves as a director for Shutterfly, Inc. and Sympoz, Inc., and is currently a member of the Advisory Board of the Silicon Flatirons Center for Law, Technology and Entrepreneurship at the University of Colorado, and the Media Advisory Group of the American Association for the Advancement of Science.

Committee Composition

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If in any jurisdiction, any part of this disclaimer is determined to be unenforceable by a court of competent jurisdiction, such part of this disclaimer shall be restricted or eliminated to the minimum extent necessary to comply with such determination and the remaining disclaimer shall otherwise remain in full force and effect.

Please note the information presented is given as at the date and the time of its original release. Changes in such historical information may occur due to adjustments in accounting and reporting standards & procedures.

Non-GAAP Information

XO Group Inc also uses certain financial measures that are not prepared in accordance with generally accepted accounting principles in the United States ("U.S. GAAP"), including adjusted EBITDA, adjusted net income, adjusted net income per diluted share and free cash flow. These non-GAAP measures have important limitations as analytical tools and should not be considered in isolation or as substitutes for an analysis of our results as reported under U.S. GAAP. Our use of these terms may vary from the use of similarly-titled measures by others in our industry due to the potential inconsistencies in the method of calculation and differences due to items subject to interpretation.

Management defines its non-GAAP financial measures as follows:

  • Adjusted EBITDA represents U.S. GAAP net income (loss) adjusted to exclude, if applicable: (1) provision (benefit) for income taxes, (2) depreciation and amortization, (3) stock-based compensation expense, (4) impairment charges and asset write-offs, (5) loss in equity interests, (6) interest and other income, net (7) net loss attributable to non-controlling interest and (8) other items impacting comparability in the period.
  • Adjusted net income represents U.S. GAAP net income (loss), adjusted for incremental or unusual costs incurred in the current period, which may include: (1) impairment charges and asset write-offs, (2) executive severance and other restructuring charges and (3) the impact of certain foreign taxes, interest and penalties.
  • Adjusted net income per diluted share represents adjusted net income (as defined above), divided by the diluted weighted-average number of shares outstanding for the period.
  • Free cash flow represents U.S. GAAP net cash provided by operations, less capital expenditures.

Management believes that these non-GAAP financial measures, when viewed with our results under U.S. GAAP and the accompanying reconciliations, provide useful information about our period-over-period growth and provide additional information that is useful for evaluating our operating performance. However, adjusted EBITDA, adjusted net income, adjusted net income per diluted share and free cash flow are not measures of financial performance under U.S. GAAP and, accordingly, should not be considered substitutes for or superior to net income (loss) and net income (loss) per diluted share and net cash provided by operating activities as indicators of operating performance. A reconciliation of GAAP to Non-GAAP financial measures is included in the periodic reports and other documents filed from time-to-time by XO Group with the Securities and Exchange Commission.

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