DEF 14A of Vivid Seats Inc.
Filed Jan 9, 2024 · FY20220001140361-24-001524
TO BE HELD ON FEBRUARY 5, 2024
| 1. | Approve an amendment to the Company’s 2021 Incentive Award Plan (the “Plan”), in substantially the form attached to the accompanying Proxy Statement as Annex A, to increase (a) the non-evergreen portion of the Overall Share Limit (as defined in the Plan) to 47,658,108 Shares (as defined in the Plan) and (b) the annual evergreen portion of the Overall Share Limit such that the number of shares of the Company’s Class A common stock authorized for issuance under the Plan increases on the first day of each calendar year, beginning on January 1, 2025 and ending on and including January 1, 2034, by 5% of the aggregate number of shares of the Company’s common stock (Class A and Class B common stock) outstanding on the final day of the immediately preceding calendar year (or such smaller number of shares as is determined by the Company’s Board of Directors) (collectively, the “Plan Amendment Proposal”); and |
What is the purpose of the Special Meeting?
| • | Proposal No. 1: An amendment to our 2021 Incentive Award Plan (the “Plan”), in substantially the form attached to this Proxy Statement as Annex A, to increase (a) the non-evergreen portion of the Overall Share Limit (as defined in the Plan) from 14,990,050 Shares (as defined in the Plan) to 47,658,108 Shares and (b) the annual evergreen portion of the Overall Share Limit such that the number of shares of our Class A common stock, par value $0.0001 per share (“Class A Common Stock”), authorized for issuance under the Plan increases on the first day of each calendar year, beginning on January 1, 2025 and ending on and including January 1, 2034, by 5% of the aggregate number of shares of our Common Stock (defined as our Class A Common Stock and our Class B common stock, par value $0.0001 per share (“Class B Common Stock”)) outstanding on the final day of the immediately preceding calendar year (or such smaller number of shares as is determined by our Board) (the “Plan Amendment Proposal”); and |
Reasons for the Proposed Amendments
| • | Our future success as a company depends on our continued ability to attract, recruit, motivate and retain high-quality talent. Being able to continue to provide equity-based incentives is critical to achieving this success as we compete for talent in an industry in which equity compensation is market practice and is expected by existing personnel and prospective candidates. Equity awards are intended to motivate high performance levels and to align the interests of our employees, non-employee directors and consultants with those of our stockholders by giving such individuals an equity stake in our Company and by providing a means of recognizing such individuals’ contributions to our success. Our Board and management believe equity awards are necessary to remain competitive in our industry and are essential in a competitive labor market and industry to attracting, recruiting, motivating and retaining the highly qualified employees who help us meet our goals. |
Reasons for the Proposed Amendments
| 1 | Based on the representative data reviewed, (a) the equity incentive plans of technology companies that have gone public since 2017 (with a market capitalization of $500 million to $10 billion) most commonly feature an initial share authorization of 9% to 14% (median of ~10%) and (b) the predominant market practice among such companies, as well as a majority of our compensation peer group, is an annual evergreen increase of 5%. Importantly, a majority of these companies with dual-class common stock, like us (including a majority of our compensation peer group with dual-class common stock), base their evergreen increase calculations on the aggregate number of outstanding shares of both classes of common stock. In contrast, the Plan’s initial share authorization at the time we became a publicly traded company represented only ~5% of our Common Stock (significantly below 10%), and the Plan’s existing annual evergreen increase is only 2% of our Class A Common Stock (significantly below 5% and omitting our Class B Common Stock from the calculation entirely). |
Reasons for the Proposed Amendments
Stockholders are being asked to approve the Plan Amendment Proposal to satisfy Plan and the Nasdaq Stock Market LLC requirements and to qualify certain stock options authorized under the Amended Plan for treatment as incentive stock options (“ISOs”) under Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”).
Share Usage
| Shares subject to outstanding stock options | 10,597,528 | | Shares subject to outstanding restricted stock / restricted stock units (“RSUs”) | 5,134,025 | | Outstanding Overhang(1) | 6.9% | | Total shares available for future awards under the Plan | 912,477 | | Shares of Class A Common Stock outstanding | 112,162,928 | | Shares of Class B Common Stock outstanding | 99,800,000 | | Fully diluted shares of Common Stock outstanding(2) | 228,606,958 |
Share Usage
| (1) Defined as the number of shares subject to outstanding equity awards under the Plan, divided by the number of fully diluted shares of Common Stock outstanding. |
Share Usage
| (2) Defined as the number of shares of Common Stock outstanding, plus the number of shares subject to outstanding equity awards under the Plan, plus the number of shares available for future awards under the Plan. |
Share Usage
| (2) Reflects the number of shares granted during the fiscal year, with stock options converted into full-value shares on a cost-equivalent basis based on the weighted average Accounting Standards Codification (“ASC”) 718 fair value. |
Eligibility and Administration
Eligibility and Administration Our employees, non-employee directors and consultants, and employees and consultants of any of our subsidiaries, are eligible to receive awards under the Amended Plan. The basis for participation in the Plan by eligible persons is the selection of such persons for participation by the plan administrator in its discretion. The Plan is generally administered by our Board, which may delegate its duties and responsibilities to its committees and/or officers (referred to collectively herein as the “plan administrator”), subject to certain limitations that may be imposed under the applicable provisions of the Amended Plan, Section 16 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and/or stock exchange rules. The plan administrator has the authority to make all determinations and interpretations under, and adopt rules for the administration of, the Amended Plan, subject to its express terms and conditions. The plan administrator will also set the terms and conditions of all awards under the Amended Plan, including any vesting and vesting acceleration conditions. The plan administrator may also institute and determine the terms and conditions of an “exchange program,” which could provide for the surrender or cancellation, transfer or reduction or increase of exercise price, of outstanding awards, subject to the limitations provided for in the Amended Plan. The plan administrator’s determinations under the Amended Plan are in its sole discretion and will be final and binding on all persons having or claiming any interest in the Amended Plan or any award thereunder.
Awards
Awards The Amended Plan provides for the grant of stock options, including ISOs and nonqualified stock options (“NSOs”), restricted stock, dividend equivalents, RSUs, stock appreciation rights (“SARs”) and other stock- or cash-based awards. Certain awards under the Amended Plan may constitute or provide for a deferral of compensation, subject to Section 409A of the Code, which may impose additional requirements on the terms and conditions of such awards. All awards under the Amended Plan will be set forth in award agreements, which will detail the terms and conditions of the awards, including any applicable vesting and payment terms and post-termination exercise limitations. A brief description of each award type follows.
Awards
| • | Stock Options. Stock options provide for the purchase of shares of Class A Common Stock in the future at an exercise price set on the grant date. ISOs, by contrast to NSOs, may provide tax deferral beyond exercise and favorable capital gains tax treatment to their holders if certain holding period and other requirements of the Code are satisfied. Unless otherwise determined by the plan administrator and only with respect to certain substitute options granted in connection with a corporate transaction, the exercise price of a stock option will not be less than 100% of the fair market value of the underlying share on the date of grant (or 110% in the case of ISOs granted to certain significant stockholders). Unless otherwise determined by the plan administrator in accordance with applicable law, the term of a stock option may not be longer than 10 years (or five years in the case of ISOs granted to certain significant stockholders). Vesting conditions determined by the plan administrator may apply to stock options and may include continued service, performance and/or other conditions as the plan administrator may determine. ISOs may be granted only to our U.S. employees and employees of our present or future parent or subsidiaries, if any. |
Awards
| • | Restricted Stock and RSUs. Restricted stock is an award of nontransferable shares of Class A Common Stock that remain forfeitable unless and until specified conditions are met, and which may be subject to a purchase price. RSUs are unfunded, unsecured rights to receive, on the applicable settlement date, shares |
Awards
of Class A Common Stock or an amount in cash or other consideration determined by the plan administrator to be of equal value as of such settlement date, subject to certain vesting conditions and other restrictions during the applicable restriction period or periods set forth in the award agreement. RSUs may be accompanied by the right to receive the equivalent value of dividends paid on shares of Class A Common Stock prior to the delivery of the underlying shares, subject to the same restrictions on transferability and forfeitability as the RSUs with respect to which the dividend equivalents are granted. Delivery of the shares underlying RSUs may be deferred under the terms of the award or at the election of the participant, if the plan administrator permits such a deferral and in accordance with applicable law. Conditions applicable to restricted stock and RSUs may be based on continuing service, performance and/or such other conditions as the plan administrator may determine.
Provisions of the Amended Plan Relating to Director Compensation
Provisions of the Amended Plan Relating to Director Compensation The Amended Plan provides that the plan administrator may establish compensation for non-employee directors from time to time, subject to the Amended Plan’s limitations. The plan administrator may establish the terms, conditions and amounts of all such non-employee director compensation in its discretion and in the exercise of its business judgment, taking into account such factors, circumstances and considerations as it shall deem relevant from time to time, provided that the sum of any cash compensation or other compensation and the grant date fair value (as determined in accordance with ASC 718, or any successor thereto) of any equity awards granted as compensation for services as a non-employee director during any calendar year may not exceed $600,000. The plan administrator may make exceptions to this limit for individual non-employee directors in extraordinary circumstances, as the plan administrator may determine in its discretion, provided that the non-employee director receiving such additional compensation may not participate in the decision to award such compensation or in other contemporaneous compensation decisions involving non-employee directors.
Certain Transactions
Certain Transactions In connection with certain transactions and events affecting our Class A Common Stock, including, without limitation, any dividend or other distribution, reorganization, merger, consolidation, recapitalization, or sale of all or substantially all of our assets, or sale or exchange of shares of Common Stock or other securities, a change in control, or issuance of warrants or other rights to purchase shares of Common Stock or other securities, or similar corporate transaction or event, or change in any applicable laws or accounting principles, the plan administrator has broad discretion to take action under the Amended Plan to prevent the dilution or enlargement of intended benefits, facilitate such transaction or event, or give effect to such change in applicable laws or accounting principles. This includes canceling awards in exchange for either an amount in cash or other property with a value equal to the amount that would have been obtained upon exercise or settlement of the vested portion of such award or realization of the participant’s rights under the vested portion of such award, accelerating the vesting of awards, providing for the assumption or substitution of awards by a successor entity, adjusting the number and type of shares available, replacing awards with other rights or property and/or terminating awards under the Amended Plan. For purposes of the Amended Plan, a “change in control” includes each of the following:
Foreign Participants, Claw-back Provisions, Transferability and Participant Payments
Foreign Participants, Claw-back Provisions, Transferability and Participant Payments With respect to foreign participants, the plan administrator may modify award terms, establish subplans and/or adjust other terms and conditions of awards, subject to the share limits described above. All awards will be subject to the provisions of any claw-back policy implemented by us to the extent set forth in such claw-back policy or in the applicable award agreement. With limited exceptions for estate planning, domestic relations orders, certain beneficiary designations and the laws of descent and distribution, awards under the Amended Plan are generally non-transferable prior to vesting and are exercisable only by the participant. With regard to tax withholding obligations arising in connection with awards under the Amended Plan and exercise price obligations arising in connection with the exercise of stock options under the Amended Plan, the plan administrator may, in its discretion and subject to any applicable blackout or lock-up periods, accept cash, wire transfer, check, shares of Class A Common Stock that meet specified conditions (a market sell order) or such other consideration as it deems suitable or any combination of the foregoing.
Equity Compensation Plan Information
Equity Compensation Plan Information See the section of this Proxy Statement titled “Equity Compensation Plan Information” for additional information regarding the Amended Plan.
Interests of Directors and Executive Officers
Interests of Directors and Executive Officers Our directors and executive officers (including our named executive officers) have substantial interests in the matters set forth in the Plan Amendment Proposal since equity awards may be granted to them in the future under the Amended Plan.
EXECUTIVE & DIRECTOR COMPENSATION
EXECUTIVE & DIRECTOR COMPENSATION This section discusses the material components of the executive compensation program for our named executive officers (our “NEOs”). In 2022, our NEOs were:
EXECUTIVE & DIRECTOR COMPENSATION
| • | Stanley Chia, Chief Executive Officer; |
EXECUTIVE & DIRECTOR COMPENSATION
| • | Lawrence Fey, Chief Financial Officer; and |
EXECUTIVE & DIRECTOR COMPENSATION
| • | Jon Wagner, Chief Technology Officer. |
2022 Summary Compensation Table
2022 Summary Compensation Table The following table sets forth all of the compensation awarded to, earned by or paid to our NEOs for the fiscal year ended December 31, 2022.
2022 Summary Compensation Table
| Name and Principal Position | Year | Salary ($) | Stock Awards ($)(1) | Option Awards ($)(2) | Non-Equity Incentive Plan Compensation ($)(3) | All Other Compensation ($)(4) | Total ($) | | Stanley Chia Chief Executive Officer | 2022 | 619,231 | 3,250,000 | 3,250,000 | 669,389 | 22,595 | 7,811,215 | | | 2021 | 600,000 | 3,215,000 | 4,509,722 | 900,000 | 20,617 | 9,245,339 | | | 2020 | 551,539 | 1,042,105 | — | 275,769 | 26,906 | 1,896,319 | | Lawrence Fey Chief Financial Officer | 2022 | 309,231 | 2,000,000 | 2,000,000 | 167,139 | 12,200 | 4,488,570 | | | 2021 | 300,000 | 2,572,000 | 3,607,780 | 225,000 | 11,600 | 6,716,380 | | | 2020 | 192,692 | 483,973 | — | 48,173 | 6,877 | 731,715 | | Jon Wagner Chief Technology Officer | 2022 | 375,200 | 1,250,000 | 1,250,000 | 202,796 | 12,200 | 3,090,196 | | | 2021 | 360,231 | 1,286,000 | 1,803,890 | 270,173 | 11,600 | 3,731,894 | | | 2020 | 350,000 | 303,354 | — | 87,500 | 9,205 | 750,059 |
2022 Summary Compensation Table
| (1) The amounts shown in this column represent RSUs granted under the Plan. The amounts represent the aggregate grant date fair value computed in accordance with Financial Accounting Standards Board (“FASB”) ASC Topic 718. For a detailed description of the assumptions used for purposes of determining grant date fair value, see Item 8 “Financial Statements and Supplementary Data—Note 20 to our Consolidated Financial Statements” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Equity-Based Compensation” in our Annual Report on Form 10-K filed with the SEC on March 7, 2023 (as amended, our “2022 Annual Report”). |
2022 Summary Compensation Table
| (2) The amounts shown in this column represent stock options granted under the Plan. The amounts represent the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For a detailed description of the assumptions used for purposes of determining grant date fair value, see Item 8 “Financial Statements and Supplementary Data—Note 20 to our Consolidated Financial Statements” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Equity-Based Compensation” in our 2022 Annual Report. |
2022 Summary Compensation Table
| (3) The amounts shown in this column represent cash incentive awards earned for 2022 and paid in the first quarter of 2023 under the Plan. See “—2022 Annual Incentive Plan Awards” below. |
2022 Summary Compensation Table
| (4) The amount for Mr. Chia reflects (a) Young President’s Organization international membership in the amount of $10,395 and (b) employer matching contribution under our 401(k) plan in the amount of $12,200. The amounts for Mr. Fey and Mr. Wagner reflect employer matching contributions under our 401(k) plan. |
Potential Payments Upon Termination
Potential Payments Upon Termination The Chia Employment Agreement, the Fey Employment Agreement and the Wagner Employment Agreement each provide that upon termination of the NEO’s employment by us without Cause (as defined below) or if the NEO resigns for Good Reason (as defined below), the NEO will be entitled to receive, subject to his execution and non-revocation of a release of claims: (a) continued payment of his annual base salary for the periods set forth below; (b) a prorated annual cash incentive payment for the year in which termination occurs (determined at 50% of target achievement); (c) payment of any unpaid bonus or annual cash incentive payment for the prior fiscal year; and (d) reimbursement for COBRA health insurance premiums for the periods set forth below.
Potential Payments Upon Termination
| Name | Annual Base Salary | COBRA Health Insurance Premiums | | Stanley Chia | 12 months | 12 months | | Lawrence Fey | 12 months | 12 months | | Jon Wagner | 9 months | 9 months |
Potential Payments Upon Termination
“Cause” is defined as: (a) a material failure to perform his responsibilities or duties under the applicable employment agreement or those other responsibilities or duties as reasonably requested from time to time by our Board; (b) engagement in illegal conduct or gross misconduct that has materially harmed or is reasonably likely to materially harm our standing and reputation; (c) commission or conviction of, or plea of guilty or nolo contendere to, a felony, a crime involving moral turpitude or any other act or omission that has materially harmed or is reasonably likely to materially harm our standing and reputation; (d) a material breach of the duty of loyalty or our code of conduct and business ethics, in either case, that has materially harmed or is reasonably likely to materially harm our standing and reputation or material breach of any material written agreement with us; (e) dishonesty that has materially harmed or is reasonably likely to materially harm us; (f) fraud, gross negligence or repetitive negligence committed without regarding to corrective direction in the course of his duties as an employee; or (g) excessive and unreasonable absences from his duties for any reason (other than authorized leave as a result of his death or disability); provided, however, as to clauses (a), (b), (d), (f) or (g), an event will only constitute Cause after written notice has been given by our Board and has not been cured for a period of 30 days. “Good Reason” is defined as: (a) a material adverse change in title, position, duties or responsibilities including, but not limited, to (x) our failure to maintain the title, position, duties and responsibilities as set forth below, (y) any requirement to report directly to anyone other than as set forth below or (z) with respect to Mr. Chia, while he is our Chief Executive Officer, his failure to be nominated to our Board; (b) a reduction in then-current base salary or then-current targeted annual cash incentive award by more than 10%; (c) our material breach of any agreement with the executive officer; or (d) a relocation of the primary location of work more than 30 miles from the location set forth below; provided, however, that the executive officer must (i) first provide written notice to us of the existence of the Good Reason within 30 days of the initial existence of such event specifying the basis for his belief that he is entitled to terminate his employment for Good Reason, (ii) give us an opportunity to cure within 30 days following delivery to us of such written notice and (c) actually resign from employment with us within 30 days following the expiration of our 30-day cure period.
Potential Payments Upon Termination
| Name | Position | Reporting Structure | Primary Location | | Stanley Chia | CEO, most senior officer and Board member | Board | Headquarters in Chicago | | Lawrence Fey | CFO | CEO or Board | Austin-Round Rock-San Marcos metropolitan area or Chicago-Naperville-Elgin metropolitan area | | Jon Wagner | CTO | CEO | Philadelphia-Camden-Wilmington metropolitan area or Chicago-Naperville-Elgin metropolitan area |
Outstanding Equity Awards at Fiscal Year-End
Outstanding Equity Awards at Fiscal Year-End The following table sets forth the information regarding each outstanding unexercised or unvested equity award held by our NEOs as of December 31, 2022.
Outstanding Equity Awards at Fiscal Year-End
| | | | No. of Securities Underlying Unexercised Options (#) | | Option Awards | | | Stock Awards | | | Name | Type of Equity | Grant Date | Unexercisable | Exercisable | No. of Securities Underlying Unexercised Options (#) Unexercisable(1) | Option Exercise Price ($) | Option Expiration Date | No. of Shares / Units of Stock That Have Not Vested (#)(2) | Market Value of Shares / Units of Stock That Have Not Vested ($) | | Stanley Chia | Profit Interests | 11/5/18 | — | | | | | 100,153(1) | 0(8) | | | Phantom Equity | 9/1/20 | — | | | | | 270,000(2) | 1,621,776(8) | | | Profit Interests | 9/1/20 | — | | | | | 270,000(2) | 9,797,756(8) | | | Stock Options | 10/19/21 | — | 234,702 | 704,110(3) | 12.86(4) | 10/19/31 | | | | | Stock Options | 10/19/21 | — | 68,920 | 206,762(3) | 15.00 | 10/19/31 | | | | | RSUs | 10/19/21 | — | | | | | 187,500(5) | 1,368,750(9) | | | Stock Options | 3/11/22 | — | | 814,536(10) | 10.26 | 3/11/32 | | | | | RSUs | 3/11/22 | — | | | | | 316,764(11) | 2,312,377(9) | | Lawrence Fey | Phantom Equity | 9/1/20 | — | | | | | 66,000(6) | 396,434(8) | | | Profit Interest | 9/1/20 | — | | | | | 66,000(6) | 2,395,007(8) | | | Profit Interest | 9/1/20 | — | | | | | 264,000(6) | 0(8) | | | Stock Options | 10/19/21 | — | 187,762 | 563,288(3) | 12.86(4) | 10/19/31 | | | | | Stock Options | 10/19/21 | — | 55,136 | 165,410(3) | 15.00 | 10/19/31 | | | | | RSUs | 10/19/21 | — | 150,000(5) | 1,095,000(9) | | | | | | | Stock Options | 3/11/22 | — | | 501,253(10) | 10.26 | 3/11/32 | | | | | RSUs | 3/11/22 | — | | | | | 194,931(11) | 1,422,996(9) | | Jon Wagner | Profit Interest | 12/17/18 | — | | | | | 18,000(7) | 0(8) | | | Phantom Equity | 9/1/20 | — | | | | | 46,200(6) | 277,504 | | | Profit Interest | 9/1/20 | — | | | | | 46,200(6) | 1,676,505 | | | Profit Interest | 9/1/20 | — | | | | | 144,000(6) | 0 | | | Stock Options | 10/19/21 | — | 93,881 | 281,644(3) | 12.86(4) | 10/19/31 | | | | | Stock Options | 10/19/21 | — | 27,568 | 82,705(3) | 15.00 | 10/19/31 | | | | | RSUs | 10/19/21 | — | | | | | 75,000(5) | 547,500(9) | | | Stock Options | 3/11/22 | — | | 313,283(10) | 10.26 | 3/11/32 | | | | | RSUs | 3/11/22 | — | | | | | 121,832(11) | 889,374(9) |
Outstanding Equity Awards at Fiscal Year-End
| (1) 20% vests in equal installments on each anniversary of November 5, 2018, subject to Mr. Chia’s continued employment. Upon certain qualifying terminations, (a) an additional 10% of unvested profits interests will accelerate and vest and (b) if there is a sale of Hoya Topco, LLC (“Hoya Topco”) in the six months after Mr. Chia’s termination, all of his unvested units will accelerate and vest. |
Outstanding Equity Awards at Fiscal Year-End
| (2) 20% vests in equal installments on each anniversary of June 30, 2020, subject to Mr. Chia’s continued employment. Upon certain qualifying terminations, (a) an additional 10% of unvested profits interests will accelerate and vest and (b) if there is a sale of Hoya Topco in the six months after Mr. Chia’s termination, all of his unvested units will accelerate and vest. |
Outstanding Equity Awards at Fiscal Year-End
| (3) The stock options vest in 16 equal quarterly installments beginning on January 19, 2022, subject to the NEO’s continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (4) The original exercise price was $13.09 per share. On the grant date, we anticipated that we would pay an extraordinary dividend of $0.23 per share in the near term. We paid the dividend on November 2, 2021 and the exercise price was reduced by $0.23 per share, which resulted in an exercise price of $12.86 per share. |
Outstanding Equity Awards at Fiscal Year-End
| (5) The RSUs vest in 16 equal quarterly installments beginning on January 19, 2022, subject to the NEO’s continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (6) 20% vests in equal installments on each anniversary of June 30, 2020, subject to the NEO’s continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (7) 20% vests in equal installments on each anniversary of December 12, 2018, subject to the NEO’s continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (8) There is no public market for the profit interests. For purpose of this disclosure, we valued the profit interests primarily based on the Class A Common Stock share price on December 31, 2022. The amount reported above under “Market Value of Shares or Units of Stock That Have Not Vested” reflects the intrinsic value of the profit interests as of December 31, 2022 based upon the terms of each profit interest. |
Outstanding Equity Awards at Fiscal Year-End
| (9) Represents the fair market value per share of Class A Common Stock on December 31, 2022, which was $7.30. |
Outstanding Equity Awards at Fiscal Year-End
| (10) One-third of the stock options vest on March 11, 2023 and thereafter quarterly in eight equal installments, subject to the NEO’s continued employment through each vesting date. |
Outstanding Equity Awards at Fiscal Year-End
| (11) One-third of the RSUs vest on March 11, 2023 and thereafter in eight equal quarterly installments, subject to the NEO’s continued employment through each vesting date. |
Director Compensation
Director Compensation The following table sets forth information concerning the compensation of our non-employee directors for the year ended December 31, 2022. Mr. Chia receives no compensation for his role as director, and the entirety of his compensation is reported in the “2022 Summary Compensation Table.”
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Mark Anderson | 51,745 | 160,000 | 211,745 | | Todd Boehly | 47,500 | 160,000 | 207,500 | | Jane DeFlorio | 55,659 | 160,000 | 215,659 | | Craig Dixon | 50,000 | 160,000 | 210,000 | | David Donnini | 58,159 | 160,000 | 218,159 | | Tom Ehrhart | 46,415 | 160,000 | 206,415 | | Julie Masino | 56,415 | 160,000 | 216,415 | | Martin Taylor | — | — | — |
Director Compensation
| (1) The amounts shown in this column for 2022 represent awards granted under the Plan. The amounts listed are equal to the aggregate grant date fair value computed in accordance with FASB ASC Topic 718. For a detailed description of the assumptions used for purposes of determining grant date fair value, see Item 8 “Financial Statements and Supplementary Data—Note 20 to our Consolidated Financial Statements” and Item 7 “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Equity-Based Compensation” in our 2022 Annual Report. |
Director Compensation
| (2) The RSUs vest on the earlier of (i) the day immediately preceding the date of the first annual meeting of stockholders following the date of grant and (ii) the first anniversary of the date of grant, subject to the non-employee director continuing in service on our Board through the applicable vesting date. |
Director Compensation
We pay each non-employee director an annual cash fee of $40,000 for service on our Board. In recognition of the additional responsibilities associated with service on our Board’s committees: (i) each member of our Audit Committee receives an additional annual cash retainer of $10,000 ($20,000 for the Chair); (ii) each member of our Compensation Committee receives an additional annual cash retainer of $7,500 ($15,000 for the Chair); and (iii) each member of our Nominating and Corporate Governance Committee receives an additional annual cash retainer of $7,500 ($15,000 for the Chair). All fees are earned on a quarterly basis. Non-employee directors may elect to have all or a portion of their annual retainers paid in fully vested shares of Class A Common Stock. No additional fees are paid for attending meetings of our Board or its committees. We reimburse expenses incurred by directors in attending meetings of our Board and its committees. Our Non-Employee Director Compensation Policy provides for the grant of equity to each non-employee director as follows:
Director Compensation
| • | RSUs having an aggregate grant date fair value of $320,000 on the date of his or her initial election or appointment to our Board, which will vest in five equal installments on the first five anniversaries of the date of grant, and |
Director Compensation
| • | RSUs having an aggregate grant date fair value of $160,000 on an annual basis on the date of our annual meeting of stockholders. Each annual award will vest on the earlier of the day before the date of the first annual meeting of stockholders after the date of grant and the first anniversary of the date of grant. |
Director Compensation
Each equity grant requires continued service on our Board through the applicable vesting date. No portion of an equity award that is unvested at the time of a director’s termination of service on our Board will vest thereafter, subject, in the case of death or disability, to the award remaining outstanding for 30 days following such termination of service and the discretion of our Board to accelerate unvested awards during such period. All of a director’s equity awards will vest in full immediately prior to a change in control, to the extent outstanding at such time.