DEF 14A of Vivid Seats Inc.
Filed Apr 21, 2025 · FY20240001140361-25-014731
ELECTION OF CLASS I DIRECTORS
ELECTION OF CLASS I DIRECTORS Three Class I directors will be elected at the Annual Meeting, each to hold office until our 2028 Annual Meeting of Stockholders. Our Board has nominated Stanley Chia, Jane DeFlorio, and David Donnini for election as Class I directors at the Annual Meeting. Each nominee has agreed to serve if elected, and our Board has no reason to believe that any nominee will be unable to serve. If, prior to the Annual Meeting, our Board should learn that any nominee will be unable or unwilling to serve, the proxies that otherwise would have been voted for such nominee will be voted, in our Board’s discretion, for a substitute nominee selected by our Board, if any. Mr. Chia serves on our Board pursuant to the terms of, and Ms. DeFlorio and Mr. Donnini were designated pursuant to, the Stockholders’ Agreement (as defined herein). See “Transactions With Related Persons—Related Person Transactions—Stockholders’ Agreement.”
Class I Director Nominees
Class I Director Nominees We believe each of our Class I director nominees and continuing directors displays: a high level of personal and professional integrity; strong ethics and values; meaningful education and/or business experience; broad-based business acumen; an appropriate understanding of our business and industry; the ability and willingness to devote adequate time to the work of our Board and, as applicable, its committees; skills and personality traits that complement those of our other directors and help promote a Board that is effective, collegial, and responsive to our needs; strategic thinking and a willingness to share ideas; a diversity of expertise, experience, background, and perspective; and the ability to represent the interests of all of our stockholders. The current term of each Class I director nominee ends at the Annual Meeting. Information as of the Record Date regarding each Class I director nominee, which highlights the specific experiences, qualifications, attributes, and skills that led our Board to conclude that such individual should serve as a director in light of our business and structure, is set forth below.
Class I Director Nominees
| Stanley Chia CEO, Vivid Seats Inc. Age: 43 | Director Since: 2021 | Mr. Chia has served as our Chief Executive Officer and as a member of our Board since joining Vivid Seats in 2018. From 2015 to 2018, he served as Chief Operating Officer at Grubhub Inc., an online and mobile takeout marketplace for restaurant orders. Mr. Chia has also held senior roles at Amazon.com, Inc. (Nasdaq: AMZN), Cisco Systems, Inc. (Nasdaq: CSCO), and General Electric Company (NYSE: GE), where he led strategic businesses and organizations. Mr. Chia also serves on the board of directors of 1871, where he is a member of the nominating and governance committee, and on the President’s Advisory Board of the Georgia Institute of Technology. Mr. Chia is a graduate of the Georgia Institute of Technology and Emory University’s Goizueta Business School. Mr. Chia also served as an Armored Infantry Platoon Commander in the Singapore Armed Forces. Mr. Chia brings to our Board a deep familiarity with our company as a member of senior management, as well as a proven history of effective executive and operational leadership at other technology companies. |
Class I Director Nominees
| Jane DeFlorio Former Managing Director, Deutsche Bank AG Age: 54 | Director Since: 2021 ✔ Independent | Ms. DeFlorio served as Managing Director of Retail and Consumer Sector Investment Banking Coverage at Deutsche Bank AG (NYSE: DB) from 2007 to 2013. From 2002 to 2007, she was an Executive Director in the Investment Banking Consumer and Retail Group at UBS Group AG (NYSE: UBS). Ms. DeFlorio also serves on the boards of directors of Curbline Properties Corp. (NYSE: CURB), where she is chair of the audit committee and a member of the compensation committee, the Parsons School of Design, and the Museum at Fashion Institute of Technology, as well as the board of trustees of The New School University in New York City, where she is chair of the audit and risk committee and a member of the governance committee. She also serves on the Advisory Council for the School of Engineering at the University of Notre Dame. Ms. DeFlorio previously served on the boards of directors of SITE Centers Corp. (NYSE: SITE) and Perry Ellis International, Inc. Ms. DeFlorio is a graduate of the University of Notre Dame and Harvard Business School. Ms. DeFlorio, who was designated pursuant to the Stockholders’ Agreement by the Horizon Holders, brings to our Board significant experience in the areas of finance and investment banking, particularly in the retail sector and including her qualification as an “audit committee financial expert.” Her service on other public and private boards of directors also provides her with a deep understanding of strategic development, risk management, and other governance matters. |
Class I Director Nominees
| David Donnini Managing Director, GTCR LLC Age: 59 | Director Since: 2021 | Mr. Donnini joined GTCR LLC, a private equity firm (“GTCR”), in 1991 and is currently a Managing Director and Head of the Business and Consumer Services Group. Prior to that, he worked at Bain & Company. Mr. Donnini also serves on the boards of directors of several GTCR portfolio companies, including Consumer Cellular, Inc., Everon, LLC, itel Laboratories, Inc., Park Place Technologies, PPC Flex Company Inc., and Senske, Inc. He previously served on the boards of directors of AssuredPartners and Sotera Health Company (Nasdaq: SHC). Mr. Donnini is a graduate of Yale University and the Stanford Graduate School of Business. Mr. Donnini, who was designated pursuant to the Stockholders’ Agreement by the Hoya Topco Holders, brings to our Board significant financial, investment, and operational experience gained through his active role in overseeing the technology and consumer services businesses in which GTCR has invested, as well as experience with varied corporate governance matters derived from his service on other public and private boards of directors. |
Continuing Class II Directors
Continuing Class II Directors Information as of the Record Date regarding each continuing Class II director, which highlights the specific experiences, qualifications, attributes, and skills that led our Board to conclude that such individual should serve as a director in light of our business and structure, is set forth below. The current term of each Class II director ends at our 2026 Annual Meeting of Stockholders.
Continuing Class II Directors
| Craig Dixon Co-Founder & Co-CEO, The St. James Age: 49 | Director Since: 2021 ✔ Independent | Mr. Dixon is the Co-Founder and Co-Chief Executive Officer of The St. James, a leading developer and operator of premium performance, wellness, and lifestyle brands, technology experiences, and destinations. From 2006 to 2013, he served as Assistant Vice President, Senior Counsel, and Assistant Corporate Secretary at Smithfield Foods, Inc. Mr. Dixon began his legal career at McGuireWoods LLP and Cooley LLP and served as a Law Clerk to the Honorable James R. Spencer of the U.S. District Court for the Eastern District of Virginia. He serves on the board of trustees of Episcopal High School. Mr. Dixon is a graduate of the College of William & Mary and William & Mary School of Law. Mr. Dixon, who was designated pursuant to the Stockholders’ Agreement by the Horizon Holders, brings to our Board valuable and varied leadership experience gained through service across a range of industries. His combined legal and executive leadership experiences provide a unique and valuable perspective on strategic, regulatory, and policy matters. |
Continuing Class II Directors
| Adam Stewart VP – Consumer, Government & Entertainment, Google LLC Age: 56 | Director Since: 2024 ✔ Independent | Mr. Stewart joined Google LLC, a subsidiary of Alphabet Inc. (Nasdaq: GOOG), a multinational technology company, in 2006 and currently serves as Vice President – Consumer, Government, and Entertainment. Prior to that, he served in various management roles at Screenvision LLC, Discovery Communications, LLC, and Univision Communications, Inc. Mr. Stewart is a graduate of the University of Southern California. Mr. Stewart, who was designated pursuant to the Stockholders’ Agreement by the Hoya Topco Holders, brings to our Board significant experience derived from his tenure at fast-growing technology companies, particularly in the area of entertainment and consumer marketing. |
Continuing Class II Directors
| Martin Taylor Senior Managing Partner, Vista Equity Partners Age: 55 | Director Since: 2021 ✔ Independent | Mr. Taylor joined Vista Equity Partners, a private equity firm, in 2006 and is currently a Senior Managing Director. Prior to that, he spent more than 13 years at Microsoft Corporation (Nasdaq: MSFT), including in roles managing corporate strategy, sales, product marketing, and segment-focused teams in North and Latin America. Mr. Taylor also serves on the boards of directors of Jamf Holding Corp. (Nasdaq: JAMF), where he is a member of the compensation and nominating committee, and Integral Ad Science Holding Corp. (Nasdaq: IAS), where he is a member of the compensation and nominating committee. He previously served on the board of directors of Ping Identity Holding Corp. Mr. Taylor attended George Mason University. Mr. Taylor, who was designated pursuant to the Stockholders’ Agreement by the Hoya Topco Holders, brings to our Board extensive experience in the areas of corporate strategy, technology, finance, and marketing, as well as extensive knowledge gained from his service on the boards of directors other public technology companies. |
Continuing Class III Directors
Continuing Class III Directors Information as of the Record Date regarding each continuing Class III director, which highlights the specific experiences, qualifications, attributes, and skills that led our Board to conclude that such individual should serve as a director in light of our business and structure, is set forth below. The current term of each Class III director ends at our 2027 Annual Meeting of Stockholders.
Continuing Class III Directors
| Mark Anderson Managing Director, GTCR LLC Age: 49 | Director Since: 2021 | Mr. Anderson joined GTCR in 2000 and is currently a Managing Director and Head of the Technology, Media, and Telecommunications group. Prior to that, he worked at Gracie Capital and Bowles Hollowell Conner & Co. Mr. Anderson also serves on the boards of directors of several GTCR portfolio companies, including Gogo Inc. (Nasdaq: GOGO), where he is a member of the nominating and corporate governance committee, Cloudbreak, Rithum, Jet Support Services, Inc., Lexipol, Once For All, and Point Broadband. Mr. Anderson is a graduate of the University of Virginia and Harvard Business School. Mr. Anderson, who was designated pursuant to the Stockholders’ Agreement by the Hoya Topco Holders (as defined herein), brings to our Board significant financial, investment, and operational experience gained through his active role in overseeing the technology and e-commerce businesses in which GTCR has invested, as well as a deep understanding of strategic development and other governance matters derived from his service on other public and private boards of directors. |
Continuing Class III Directors
| Todd Boehly Co-Founder, Chairman, & CEO, Eldridge Industries, LLC Age: 51 | Director Since: 2021 | Mr. Boehly co-founded Eldridge Industries, LLC (“Eldridge”), which employs more than 5,000 people and together with its affiliates has made investments in over 100 operating businesses across finance, technology, real estate, and entertainment, in 2015 and has since served as its Chairman and Chief Executive Officer. He is also the Chairman, owner, and director of Chelsea Football Club and an owner of the Los Angeles Dodgers, the Los Angeles Lakers, the Los Angeles Sparks, and Cloud9. From 2002 to 2015, Mr. Boehly served at Guggenheim Partners, most recently as President, and founded its credit business. He also previously served as Chief Executive Officer, Chief Financial Officer, and director at Horizon Acquisition Corporation from June 2020 to October 2021, Horizon Acquisition Corporation II from August 2020 to May 2023, and Horizon Acquisition Corporation III from November 2020 to May 2023. Mr. Boehly also serves on the boards of directors of Kennedy-Wilson Holdings, Inc. (NYSE: KW), where he is a member of the capital markets committee, the Los Angeles Lakers, Flexjet, PayActiv, CAIS, and Cain International. He formerly served on the boards of directors Truebill, Inc., which was sold to Rocket Mortgage, LLC, and DraftKings Inc. Mr. Boehly is a graduate of The College of William & Mary, where he later founded The Boehly Center for Excellence in Finance, and studied at the London School of Economics. Mr. Boehly, who was designated pursuant to the Stockholders’ Agreement by the Horizon Holders (as defined herein), brings to our Board broad and significant leadership experience across a variety of industries, particularly relating to investment strategies and business operations, as well as a rich understanding of global capital and financial markets. |
Continuing Class III Directors
| Julie Masino CEO, Cracker Barrel Old Country Store, Inc. Age: 54 | Director Since: 2021 ✔ Independent | Ms. Masino has served as President, Chief Executive Officer, and director at Cracker Barrel Old Country Store, Inc. (Nasdaq: CBRL), a restaurant and retail concept with locations throughout the United States, since November 2023 after having served as Chief Executive Officer-Elect since August 2023. She served as President, International at Taco Bell, a subsidiary of Yum! Brands, Inc. (NYSE: YUM), from January 2020 to June 2023 and as President, North America at Taco Bell from 2018 to 2019. Ms. Masino previously held senior positions at Mattel, Inc. (Nasdaq: MAT) from 2017 to 2018 and at Sprinkles Cupcakes from 2014 to 2017. Ms. Masino previously served on the boards of directors of PhysicianOne Urgent Care and Cole Haan. Ms. Masino is a graduate of Miami University. Ms. Masino, who was designated pursuant to the Stockholders’ Agreement by the Hoya Topco Holders, brings to our Board over a decade of executive leadership experience, including at well-known consumer brands. In addition to the knowledge derived from her service on other public and private boards of directors, her experience leading public companies, including as a chief executive officer, provides a valuable perspective on strategic and operational matters. |
Continuing Class III Directors
PROPOSAL NO. 2:
Our Board
Our Board
COMPENSATION COMMITTEE
| • | reviewing and making recommendations to our Board regarding director compensation; |
EXECUTIVE & DIRECTOR COMPENSATION
EXECUTIVE & DIRECTOR COMPENSATION
Summary Compensation Table
Summary Compensation Table The following table sets forth the compensation of our NEOs for each of our last two completed fiscal years.
Summary Compensation Table
| Name & Principal Position | Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Stanley Chia Chief Executive Officer | 2024 | 768,269 | 19,448,731(1) | — | 533,179(2) | 30,615(3) | 20,780,794 | | | 2023 | 653,846 | 3,749,996 | 3,749,998 | 965,077 | 27,350 | 9,146,267 | | Lawrence Fey Chief Financial Officer | 2024 | 345,385 | 7,859,551(1) | — | 119,849(2) | 13,800(3) | 8,338,585 | | | 2023 | 340,461 | 2,049,996 | 2,050,000 | 251,261 | 13,200 | 4,704,918 | | Riva Bakal(4) Chief Product & Strategy Officer | 2024 | 369,231 | 4,822,999(1) | — | 128,123(2) | 13,800(3) | 5,334,153 |
Summary Compensation Table
| 1. | Includes the aggregate grant date fair value (computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”)) of restricted stock units (“RSUs”) granted under our 2021 Incentive Award Plan, as amended (the “Plan”), as follows: |
Summary Compensation Table
| a. | March 6, 2024: $10.0 million, $5.0 million, and $3.0 million for Mr. Chia, Mr. Fey, and Ms. Bakal, respectively; and |
Summary Compensation Table
| b. | May 8, 2024: $7.5 million, $2.4 million, and $1.6 million for Mr. Chia, Mr. Fey, and Ms. Bakal, respectively. |
Summary Compensation Table
For more detail on the Plan and these grants, see “—2024 Equity Compensation.” For a discussion of the assumptions used in determining grant date fair value, see “Note 21. Equity-Based Compensation” to our consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Equity-Based Compensation” in Items 8 and 7 of our 2024 Annual Report, respectively. Also includes the incremental compensation expense that we were required to recognize in connection with Hoya Topco’s redemption, repurchase, and/or cancellation (using its funds) of certain of its securities held by our NEOs, as follows: $2.0 million, $0.5 million, and $0.2 million for Mr. Chia, Mr. Fey, and Ms. Bakal, respectively. We were not a party to, and our Compensation Committee took no action with respect to, the transaction. The transaction did not reflect the issuance of any new securities, did not reflect any newly granted compensation, did not utilize any of our cash, and did not dilute any of our stockholders. See “—2024 Equity Compensation—Pre-Merger Profits Interests & Phantom Units.”
Summary Compensation Table
| 2. | Represents cash incentive awards under our 2024 Annual Incentive Plan (the “AIP”) that were earned during the identified fiscal year and paid in the first quarter of the subsequent fiscal year. See “—2024 Annual Incentive Plan Awards.” |
Summary Compensation Table
| 3. | Represents employer matching contributions under our 401(k) Profit Sharing Plan (the “401(k) Plan”) of $13,800 and, for Mr. Chia, Young President’s Organization International membership dues of $16,815. |
Summary Compensation Table
| 4. | No 2023 amounts are reported for Ms. Bakal because she was not an NEO for such fiscal year. |
Potential Payments Upon Termination
Potential Payments Upon Termination The Chia, Fey, and Bakal Employment Agreements provide that upon a Qualifying Termination (as defined below), the NEO will be entitled to receive, subject to their execution and non-revocation of a release of claims: (i) a lump-sum cash payment equal to 12 months (nine months for Ms. Bakal) of annual base salary; (ii) a lump-sum cash payment equal to the annual cash incentive payout for the year in which the Qualifying Termination occurs (prorated and determined at 50% of target achievement); (iii) payment of any unpaid bonus or annual cash incentive payment for the prior fiscal year; and (iv) a lump-sum cash payment equal to 12 months (nine months for Ms. Bakal) of COBRA health insurance premiums. On June 26, 2024, the Chia, Fey, and Bakal Employment Agreements were amended to provide that upon a Qualifying Termination within the 12-month period immediately prior or subsequent to a Change in Control (as defined in the Plan), the NEO will be entitled to receive, subject to their execution and non-revocation of a release of claims, the payments described in the prior paragraph, provided that: (i) for Mr. Chia, the “base salary” payment will be equal to 18 months of annual base salary; (ii) the “annual cash incentive payout” payment will not be prorated and will be determined at 100% (150% for Mr. Chia) of target achievement; and (iii) all then-outstanding unvested equity awards held by the NEO will immediately vest. As used above:
Potential Payments Upon Termination
| • | “Qualifying Termination” means (a) the termination of the NEO’s employment by us without Cause (as defined below) or (b) the NEO’s resignation for Good Reason (as defined below). |
Potential Payments Upon Termination
| • | “Cause” means the NEO’s: (a) material failure to perform their responsibilities or duties under their employment agreement or 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) material breach of the duty of loyalty or our Code of Business Conduct & 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 their duties as an employee; or (g) excessive and unreasonable absences from their duties for any reason (other than authorized leave as a result of their death or disability); provided, however, as to clauses (a), (b), (d), (f), or (g), an event will only constitute Cause after written notice thereof has been given by our Board to the NEO and such event has not been cured for a period of 30 days following delivery of such notice. |
Potential Payments Upon Termination
| • | “Good Reason” means: (a) a material adverse change in the NEO’s title, position, duties, or responsibilities, including, but not limited, to (x) our failure to maintain their principal position as set forth in their employment agreement, (y) any requirement for them to report directly to anyone other than as set forth in their employment agreement, 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 the NEO’s then-current base salary or targeted annual cash incentive award by more than 10%; (c) our material breach of any agreement with the NEO; or (d) a relocation of the NEO’s primary work location by more than 30 miles from that set forth in their employment agreement; provided, however, that the NEO must (i) give written notice to us of the existence of the event constituting Good Reason within 30 days of the initial existence of such event specifying the basis for their belief that they are entitled to terminate their employment for Good Reason, (ii) give us a period of 30 days following delivery of such notice to cure such event, and (iii) actually resign from employment with us within 30 days following the expiration of our 30-day cure period. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information regarding unexercised and unvested equity awards held by our NEOs at December 31, 2024.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | | Option Awards | | | | Stock Awards | | | Name | Award Type | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number OF Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares OR Units of Stock That Have Not Vested (#) | Market Value of Shares OR Units of Stock That Have Not Vested ($) | | Mr. Chia | Stock Options | 10/19/21 | 497,347 | 165,783(1) | $6.76(2) | 10/19/31 | — | — | | | RSUs | 10/19/21 | — | — | — | — | 62,500(1) | $289,375(3) | | | Stock Options | 3/11/22 | 746,657 | 67,879(4) | $6.76(5) | 3/11/32 | — | — | | | RSUs | 3/11/22 | — | — | — | — | 26,398(4) | $122,223(3) | | | Stock Options | 3/10/23 | 662,875 | 473,488(6) | $7.17 | 3/10/33 | — | — | | | RSUs | 3/10/23 | — | — | — | — | 217,924(6) | $1,008,988(3) | | | RSUs | 3/6/24 | — | — | — | — | 1,937,984(7) | $8,972,866(3) | | | RSUs | 5/8/24 | — | — | — | — | 1,400,000(8) | $6,482,000(3) | | Mr. Fey | Stock Options | 10/19/21 | 397,878 | 132,626(1) | $6.76(2) | 10/19/31 | — | — | | | RSUs | 10/19/21 | — | — | — | — | 50,000(1) | $231,500(3) | | | Stock Options | 3/11/22 | 459,481 | 41,772(4) | $6.76(5) | 3/11/32 | — | — | | | RSUs | 3/11/22 | — | — | — | — | 16,245(4) | $75,214(3) | | | Stock Options | 3/10/23 | 362,372 | 258,840(6) | $7.17 | 3/10/33 | — | — | | | RSUs | 3/10/23 | — | — | — | — | 119,132(6) | $551,581(3) | | | RSUs | 3/6/24 | — | — | — | — | 968,992(7) | $4,486,433(3) | | | RSUs | 5/8/24 | — | — | — | — | 445,000(8) | $2,060,350(3) | | Ms. Bakal | Stock Options | 10/19/21 | 122,596 | 40,866(1) | $6.76(2) | 10/19/31 | — | — | | | RSUs | 10/19/21 | — | — | — | — | 15,407(1) | $71,334(3) | | | Stock Options | 3/11/22 | 195,279 | 17,753(4) | $6.76(5) | 3/11/32 | — | — | | | RSUs | 3/11/22 | — | — | — | — | 6,904(4) | $31,966(3) | | | Stock Options | 3/10/23 | 220,958 | 157,829(6) | $7.17 | 3/10/33 | — | — | | | RSUs | 3/10/23 | — | — | — | — | 72,642(6) | $336,332(3) | | | RSUs | 3/6/24 | — | — | — | — | 581,395(7) | $2,691,859(3) | | | RSUs | 5/8/24 | — | — | — | — | 296,000(8) | $1,370,480(3) |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 1. | The awards vest in 16 equal quarterly installments, beginning on 1/19/22, such that they will fully vest on 10/19/25, subject to continued employment on each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 2. | The original exercise price of $13.09 per share was (a) reduced on 11/2/21 to $12.86 in connection with the payment of an extraordinary dividend of $0.23 per share on such date and (b) further reduced by our Compensation Committee on 12/7/23 to $6.76 (the Nasdaq closing price of our Class A Common Stock on such date). |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 3. | Value determined based on the $4.63 per share Nasdaq closing price of our Class A Common Stock on 12/31/24. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 4. | One-third of the awards vested on 3/11/23; the remaining awards vest in eight equal quarterly installments thereafter such that they will fully vest on 3/11/25, subject to continued employment on each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 5. | The original exercise price of $10.26 per share was reduced by our Compensation Committee on 12/7/23 to $6.76 (the Nasdaq closing price of our Class A Common Stock on such date). |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 6. | One-third of the awards vested on 3/11/24; the remaining awards vest in eight equal quarterly installments thereafter such that they will fully vest on 3/11/26, subject to continued employment on each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 7. | One-third of the awards vested on 3/11/25; the remaining awards vest in eight equal quarterly installments thereafter such that they will fully vest on 3/11/27, subject to continued employment on each vesting date. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| 8. | One-third of the awards will vest on 5/11/25; the remaining awards will vest in eight equal quarterly installments thereafter such that they will fully vest on 5/11/27, subject to continued employment on each vesting date. |
Director Compensation
Director Compensation The following table sets forth the compensation of our non-employee directors for our last completed fiscal year. Mr. Chia receives no compensation for his service as director, and all of his compensation is reflected in the “Summary Compensation Table.” Mr. Taylor receives no compensation for his service as director due to restrictions imposed by his employer.
Director Compensation
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Mark Anderson | 52,500 | 200,000 | 252,500 | | Todd Boehly | 38,750 | 200,000 | 238,750 | | Jane DeFlorio(3) | 113,333 | 200,000 | 313,333 | | Craig Dixon(3) | 94,750 | 200,000 | 294,750 | | David Donnini | 51,250 | 200,000 | 251,250 | | Tom Ehrhart(4) | 32,083 | 200,000 | 232,083 | | Julie Masino(3) | 84,750 | 200,000 | 284,750 | | Adam Stewart(4) | 7,917 | 200,000 | 207,917 | | Martin Taylor | — | — | — |
Director Compensation
| 1. | Represents the grant date fair value (computed in accordance with ASC Topic 718) of RSUs granted under the Plan (a) on June 4, 2024 to each non-employee director, other than Mr. Stewart and Mr. Taylor, and (b) on November 8, 2024 to Mr. Stewart in connection with his initial appointment to our Board. For a discussion of the assumptions used in determining grant date fair value, see “Note 21. Equity-Based Compensation” to our consolidated financial statements and “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates—Equity-Based Compensation” in Items 8 and 7 of our 2024 Annual Report, respectively. |
Director Compensation
| 2. | At December 31, 2024, each non-employee director held an aggregate of 38,167 outstanding unvested RSUs (other than Mr. Ehrhart, Mr. Stewart, and Mr. Taylor, who held 0, 55,944, and 0, respectively). |
Director Compensation
| 3. | Ms. DeFlorio, Mr. Dixon, and Ms. Masino earned additional cash retainers during a portion of 2024 equal to $25,000, $15,000, and $15,000 per month, respectively, for their service on an ad hoc special committee of our Board, of which Ms. DeFlorio was the Chair. |
Director Compensation
| 4. | Mr. Ehrhart resigned from our Board and Mr. Stewart joined our Board, each effective November 1, 2024. Mr. Ehrhart’s June 4, 2024 RSU award, all of which was unvested, was cancelled and forfeited in connection with his resignation. |
Director Compensation
We pay each non-employee director (other than Mr. Taylor) an annual cash retainer of $40,000 for service on our Board. In recognition of the additional responsibilities associated with service on our Board’s committees, each member thereof receives an additional cash retainer as follows: (i) Audit Committee members receive $10,000 ($20,000 for the Chair); (ii) Compensation Committee members receive $7,500 ($15,000 for the Chair); and (iii) NCG Committee members receive $7,500 ($15,000 for the Chair). All cash retainers are earned on a quarterly basis. Non-employee directors may elect to have all or a portion of their annual cash retainers paid in fully vested shares of our Class A Common Stock. While we reimburse expenses incurred by directors in attending meetings of our Board and its committees, no additional fees are paid to non-employee directors for such attendance. Our non-employee director compensation policy provides for the grant of RSUs to each non-employee director as follows: (a) upon their initial election or appointment to our Board, a one-time grant with an aggregate grant date fair value of $200,000, which vests in three equal installments on the first three anniversaries of the grant date; and (b) annually, on the date of each annual meeting of stockholders, a grant with an aggregate grant date fair value of $200,000, which vests in full on the earlier of (i) the day immediately preceding the date of the first annual meeting of stockholders following the grant date and (ii) the first anniversary of the grant date. The vesting of these RSUs is subject to continued service on our Board through each vesting date. No portion of these RSUs that is unvested at the time of a non-employee director’s termination of service from our Board will vest thereafter, subject, in the case of death or disability, to the award remaining outstanding for 30 days following such termination and our Board’s discretion to accelerate unvested RSUs during such period. All of these RSUs will vest in full immediately prior to a change in control, to the extent outstanding at such time.