DEF 14A of Vivid Seats Inc.
Filed Apr 27, 2026 · FY20250001140361-26-017103
Election of Class II Directors
Election of Class II Directors Two Class II directors will be elected at the Annual Meeting, each to hold office until our 2029 Annual Meeting of Stockholders. Our Board has nominated Craig Dixon and Adam Stewart for election as Class II 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. Dixon and Mr. Stewart were designated pursuant to, the Stockholders’ Agreement (as defined herein). See “Transactions With Related Persons—Related Person Transactions—Stockholders’ Agreement.”
Class II Director Nominees
Class II Director Nominees We believe each of our Class II 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 II director nominee ends at the Annual Meeting. Information as of the Record Date regarding each Class II 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 II Director Nominees
| Craig Dixon Co-Founder & Co-CEO | The St. James Age: 50 | 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 also 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 (as defined herein), 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. |
Class II Director Nominees
| Adam Stewart VP – Consumer, Government & Entertainment | Google LLC Age: 57 | 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 & 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 GTCR Holders (as defined herein), brings to our Board significant experience derived from his tenure at fast-growing technology companies, particularly in the areas of entertainment and consumer marketing. |
Continuing Class I Directors
Continuing Class I Directors Information as of the Record Date regarding each continuing Class I director is set forth below. The current term of each Class I director ends at our 2028 Annual Meeting of Stockholders.
Continuing Class I Directors
| Lawrence Fey CEO | Vivid Seats Inc. Age: 45 | Director Since: 2025 | Mr. Fey has served as our Chief Executive Officer (our “CEO”) and as a member of our Board since November 2025, after having served as our Chief Financial Officer (our “CFO”) since 2020 and as a member of our Board from 2017 to 2020. From 2005 to 2020, Mr. Fey worked at GTCR, LLC, a private equity firm (“GTCR”), most recently serving as a Managing Director. While at GTCR, he served on the boards of directors of many successful investments, including Six3 Systems, CAMP Systems, Zayo Group, Cision, Park Place Technologies, GreatCall, and Simpli.fi. Mr. Fey is a graduate of Dartmouth College. Mr. Fey brings to our Board a deep familiarity with our company as a member of senior management, as well as a proven history of effective leadership and oversight at other technology companies. |
Continuing Class I Directors
| Jane DeFlorio Former MD | Deutsche Bank AG Age: 55 | 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, and the Museum at Fashion Institute of Technology. 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. |
Continuing Class I Directors
| David Donnini MD | GTCR, LLC Age: 60 | Director Since: 2021 | Mr. Donnini joined GTCR in 1991 and currently serves as a Managing Director and Head of the Business & 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, PPC Flex Company Inc., and Senske, Inc. He previously served on the boards of directors of AssuredPartners, itel Laboratories, Inc., Kick Health Inc., Park Place Technologies, 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 GTCR 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 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 MD | GTCR, LLC Age: 50 | Director Since: 2021 | Mr. Anderson joined GTCR in 2000 and currently serves as a Managing Director and Head of the Technology, Media & 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 compensation and nominating and corporate governance committees, Cloudbreak, CommerceHub, Equiti, Jet Support Services, Inc., Lexipol, Once For All, Point Broadband, Rithum Corporation, and Tricentis. 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 GTCR Holders, 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: 52 | Director Since: 2021 ✔ Independent | Mr. Boehly co-founded Eldridge Industries, LLC (“Eldridge”) in 2015. Eldridge employs more than 5,000 people and, together with its affiliates, has made investments in over 100 operating businesses across insurance, asset management, technology, real estate, and entertainment. Mr. Boehly seves as the Chairman of Eldridge and Security Benefit Life Insurance Company; the Chairman and owner of Chelsea Football Club; and an owner of the Los Angeles Dodgers (the “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 the Chief Executive Officer and Chief Financial Officer and as a director of Horizon Acquisition Corporation from 2020 to October 2021, Horizon Acquisition Corporation II from 2020 to May 2023, and Horizon Acquisition Corporation III from 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, Chelsea Football Club, the Los Angeles Lakers, Flexjet, PayActiv, CAIS, and Cain International. He formerly served on the boards of directors of Accelerant Holdings (NYSE: ARX), DraftKings Inc. (Nasdaq: DKNG), and Truebill, 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, 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: 55 | Director Since: 2021 ✔ Independent | Ms. Masino has served as the President and Chief Executive Officer and as a director of 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 of Taco Bell, a subsidiary of Yum! Brands, Inc. (NYSE: YUM), from 2020 to June 2023 and as President, North America of 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 GTCR 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; |
Emerging Growth Company Status
| • | are not required to, and have not, included “pay versus performance” information pursuant to Item 402(v) of Regulation S-K; and |
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(1) | Salary ($) | Bonus ($)(2) | Stock Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Lawrence Fey Chief Executive Officer | 2025 | 337,908 | — | 8,999,996 | — | 14,000 | 9,351,904 | | | 2024 | 345,385 | — | 7,859,551 | 119,849 | 13,800 | 8,338,585 | | Stefano Langenbacher Chief Technology Officer | 2025 | 441,039 | 228,212 | 5,000,010 | — | — | 5,669,261 | | Edward Pickus Chief Accounting Officer | 2025 | 309,039 | 160,385 | 1,450,021 | — | 14,000 | 1,933,444 | | Stanley Chia Former Chief Executive Officer | 2025 | 741,539 | — | 10,000,003 | — | 1,232,934 | 11,974,476 | | | 2024 | 768,269 | — | 19,448,731 | 533,179 | 30,615 | 20,780,794 | | Riva Bakal Former Chief Product & Strategy Officer | 2025 | 335,192 | — | 3,000,012 | — | 381,767 | 3,716,972 | | | 2024 | 369,231 | — | 4,822,999 | 128,123 | 13,800 | 5,334,153 |
Summary Compensation Table
| 1. | No 2024 amounts are reported for Mr. Langenbacher and Mr. Pickus because they were not NEOs for such fiscal year. |
Summary Compensation Table
| 2. | Represents the amount of the cash incentive award payouts under the AIP (as defined herein) that our Compensation Committee determined, in its discretion, to pay to each participating employee who was not an NEO in 2024. See “—2025 Annual Incentive Plan Awards.” |
Summary Compensation Table
| 3. | Represents the aggregate grant date fair values, computed in accordance with Financial Accounting Standards Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), of restricted stock units (“RSUs”) granted under the Plan (as defined herein) as follows: |
Summary Compensation Table
• March 13, 2025: $5,000,001, $3,000,012, $1,000,023, $10,000,003, and $3,000,012 to Mr. Fey, Mr. Langenbacher, Mr. Pickus, Mr. Chia, and Ms. Bakal, respectively (which awards were forfeited by Mr. Chia and Ms. Bakal in connection with their respective terminations of employment); and • December 15, 2025: $3,999,995, $1,999,998, and $449,998 to Mr. Fey, Mr. Langenbacher, and Mr. Pickus, respectively (which awards were in lieu of equity awards being granted to these NEOs in March 2026; see “—2025 Equity Compensation—2025 Equity-Based Award Grants”). For more detail on the Plan and these grants, see “—2025 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 & Estimates—Equity-Based Compensation” in Items 8 and 7 of our 2025 Annual Report, respectively.
Summary Compensation Table
| 4. | Represents cash incentive awards under the AIP that were earned during the identified fiscal year and paid in the first quarter of the subsequent fiscal year. See “—2025 Annual Incentive Plan Awards.” |
Summary Compensation Table
| 5. | For each NEO other than Mr. Langenbacher, represents $14,000 of employer matching contributions under the 401(k) Plan (as defined herein). For Mr. Chia, also includes $14,650 of Young President’s Organization International membership dues and $1,167,123 paid or accrued in connection with his Qualifying Termination (as defined herein). For Ms. Bakal, also includes $367,767 paid or accrued in connection with her Qualifying Termination. See “—Potential Payments Upon Termination—2025 Qualifying Terminations.” |
Potential Payments Upon Termination
Potential Payments Upon Termination The Fey, Langenbacher, and Pickus Employment Agreements provide that upon a Qualifying Termination, 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 a specified amount of annual base salary (12 months for Mr. Fey, nine months for Mr. Langenbacher, and six months for Mr. Pickus); (ii) a lump-sum cash payment equal to 50% of the target AIP award for the year in which the Qualifying Termination occurs, prorated; (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 a specified amount of COBRA health insurance premiums (12 months for Mr. Fey, nine months for Mr. Langenbacher, and six months for Mr. Pickus). The Fey Employment Agreement further provides that upon a Qualifying Termination, all of Mr. Fey’s then-outstanding unvested equity awards that otherwise would have vested within the six-month period following the Qualifying Termination will immediately vest. The Fey, Langenbacher, and Pickus Employment Agreements further 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 (x) the “AIP award” payment described in clause (ii) will be equal to 100% of the target AIP award and will not be prorated and (y) all of the NEO’s then-outstanding unvested equity awards will immediately vest. As used herein:
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; and |
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 |
Potential Payments Upon Termination
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 was our CEO, 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 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table sets forth information regarding unexercised and unvested equity awards held by our NEOs at December 31, 2025. All figures and dollar values in the following table reflect the 1-for-20 reverse stock split of our Class A Common Stock that was effected on August 5, 2025 (the “Reverse Stock Split”).
Outstanding Equity Awards at 2025 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 ($)(1) | | Lawrence Fey | Stock Options | 10/19/21 | 26,525(2) | — | 135.20(3) | 10/19/31 | — | — | | | Stock Options | 3/11/22 | 25,063(4) | — | 135.20(5) | 3/11/32 | — | — | | | Stock Options | 3/10/23 | 28,472(6) | 2,589 | 143.40(7) | 3/10/33 | — | — | | | RSUs | 3/10/23 | — | — | — | — | 1,192(6) | 8,595 | | | RSUs | 3/6/24 | — | — | — | — | 20,190(8) | 145,570 | | | RSUs | 5/8/24 | — | — | — | — | 11,126(9) | 80,219 | | | RSUs | 3/13/25 | — | — | — | — | 88,968(10) | 641,460 | | | RSUs | 12/15/25 | — | — | — | — | 611,620(11) | 4,409,781 | | Stefano Langenbacher | RSUs | 3/18/24 | — | — | — | — | 9,085(8) | 65,503 | | | RSUs | 11/11/24 | — | — | — | — | 4,738(12) | $34,161 | | | RSUs | 3/13/25 | — | — | — | — | 53,381(10) | 384,878 | | | RSUs | 12/15/25 | — | — | — | — | 305,810(11) | 2,204,891 | | Edward Pickus | Stock Options | 3/11/22 | 3,759(4) | — | 135.20(5) | 3/11/32 | — | — | | | Stock Options | 3/10/23 | 4,861(6) | 442 | 143.40(7) | 3/10/33 | — | — | | | RSUs | 3/10/23 | — | — | — | — | 204(6) | 1,471 | | | RSUs | 3/6/24 | — | — | — | — | 4,040(8) | 29,129 | | | RSUs | 3/13/25 | — | — | — | — | 17,794(10) | 128,295 | | | RSUs | 12/15/25 | — | — | — | — | 68,807(11) | 496,099 | | Stanley Chia | Stock Options | 10/19/21 | 33,157(2) | — | 135.20(3) | 10/19/27(2) | — | — | | | Stock Options | 3/11/22 | 40,727(4) | — | 135.20(5) | 3/11/28(4) | — | — | | | Stock Options | 3/10/23 | 47,348(6) | 9,470 | 143.40(7) | 3/10/29(6) | — | — | | | RSUs | 3/10/23 | — | — | — | — | 4,360(13) | 31,436 | | | RSUs | 3/6/24 | — | — | — | — | 48,450(13) | 349,325 | | | RSUs | 5/8/24 | — | — | — | — | 35,001(13) | 252,358 | | | RSUs | 3/13/25 | — | — | — | — | 177,935(13) | 1,282,912 | | Riva Bakal | Stock Options | 10/19/21 | 8,173(2) | — | 135.20(3) | 10/19/27(2) | — | — | | | Stock Options | 3/11/22 | 10,652(4) | — | 135.20(5) | 3/11/28(4) | — | — | | | Stock Options | 3/10/23 | 15,782(6) | 3,157 | 143.40(7) | 3/10/29(6) | — | — | | | RSUs | 3/10/23 | — | — | — | — | 1,454(13) | 10,484 | | | RSUs | 3/6/24 | — | — | — | — | 14,537(13) | 104,812 | | | RSUs | 5/8/24 | — | — | — | — | 7,401(13) | 53,362 | | | RSUs | 3/13/25 | — | — | — | — | 53,380(13) | 384,870 |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 1. | Value determined based on the $7.21 closing price per share of our Class A Common Stock on the Nasdaq on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 2. | The award fully vested on October 19, 2025. Because their employment was terminated prior to the sixth anniversary of the grant date, the vested awards held by Mr. Chia and Ms. Bakal expire on the sixth anniversary of the grant date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 3. | The original exercise price of $13.09 per share was (a) reduced on November 2, 2021 to $12.86 in connection with the payment of an extraordinary dividend of $0.23 per share on such date, (b) further reduced by our Compensation Committee on December 7, 2023 to $6.76 (the closing price per share of our Class A Common Stock on the Nasdaq on such date), and (c) adjusted to reflect the Reverse Stock Split. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 4. | The award fully vested on March 11, 2025. Because their employment was terminated prior to the sixth anniversary of the grant date, the vested awards held by Mr. Chia and Ms. Bakal expire on the sixth anniversary of the grant date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 5. | The original exercise price of $10.26 per share was (a) reduced by our Compensation Committee on December 7, 2023 to $6.76 (the closing price per share of our Class A Common Stock on the Nasdaq on such date) and (b) adjusted to reflect the Reverse Stock Split. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 6. | One-third of the award vested on March 11, 2024. The remainder of the award vests in eight equal quarterly installments thereafter such that it fully vests on March 11, 2026, subject to continued employment on each vesting date. Because their employment was terminated prior to the sixth anniversary of the grant date, the vested awards held by Mr. Chia and Ms. Bakal expire on the sixth anniversary of the grant date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 7. | The original exercise price of $7.17 per share was adjusted to reflect the Reverse Stock Split. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 8. | One-third of the award vested on March 11, 2025. The remainder of the award vests in eight equal quarterly installments thereafter such that it fully vests on March 11, 2027, subject to continued employment on each vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 9. | One-third of the award vested on May 12, 2025. The remainder of the award vests in eight equal quarterly installments thereafter such that it fully vests on May 11, 2027, subject to continued employment on each vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 10. | One-third of the award vests on March 11, 2026. The remainder of the award vests in eight equal quarterly installments thereafter such that it fully vests on March 11, 2028, subject to continued employment on each vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 11. | The award vests in equal quarterly installments beginning on March 11, 2026 such that it fully vests on December 11, 2027, subject to continued employment on each vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 12. | One-third of the award vested on November 12, 2025. The remainder of the award vests in eight equal quarterly installments thereafter such that it fully vests on November 12, 2027, subject to continued employment on each vesting date. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| 13. | While forfeited in connection with the NEO’s termination of employment, the award is included in this table because, pursuant to the Chia and Bakal Employment Agreements, if a Change in Control (as defined in the Plan) occurs within the 12-month period immediately following the NEO’s Qualifying Termination, the award immediately vests for purposes of receiving the consideration receivable in such Change in Control transaction. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION The following table sets forth the compensation of our non-employee directors for our last completed fiscal year. Neither Mr. Fey nor Mr. Chia received compensation for their service as director, and all of their compensation is reflected in the “Summary Compensation Table.” Mr. Taylor received 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 | 40,000 | 200,000 | 240,000 | | Todd Boehly | 40,000 | 200,000 | 240,000 | | Jane DeFlorio(3) | 137,097 | 200,000 | 337,097 | | Craig Dixon(3) | 109,758 | 200,000 | 309,758 | | David Donnini | 40,000 | 200,000 | 240,000 | | Julie Masino(3) | 102,258 | 200,000 | 302,258 | | Adam Stewart | 47,500 | 200,000 | 247,500 | | Martin Taylor(4) | — | — | — |
DIRECTOR COMPENSATION
| 1. | Represents the grant date fair value, computed in accordance with ASC Topic 718, of RSUs granted under the Plan on June 3, 2025 to each non-employee director (other than Mr. Taylor). 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 & Estimates—Equity-Based Compensation” in Items 8 and 7 of our 2025 Annual Report, respectively. |
DIRECTOR COMPENSATION
| 2. | At December 31, 2025, each non-employee director held an aggregate of 6,824 outstanding unvested RSUs (other than Mr. Stewart and Mr. Taylor, who held 8,443 and 0, respectively). |
DIRECTOR COMPENSATION
| 3. | Ms. DeFlorio, Mr. Dixon, and Ms. Masino earned additional cash retainers during a portion of 2025 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 served as the Chair. |
DIRECTOR COMPENSATION
| 4. | Mr. Taylor resigned from our Board, effective December 19, 2025. |
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 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.