DEF 14A of StubHub Holdings, Inc.
Filed Apr 30, 2026 · FY20250001193125-26-197608
PROPOSAL 1: ELECTION OF DIRECTORS
PROPOSAL 1: ELECTION OF DIRECTORS We currently have seven directors on our Board. At the Annual Meeting, all of them are to be elected to hold office until the 2027 Annual Meeting and until each such director’s respective successor is duly elected and qualified or until each such director’s earlier death, resignation or removal. As set forth in our Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”), subject to the rights of the holders of any series of preferred stock to elect directors, prior to the Voting Threshold Date (as defined below), all of the directors shall be elected at each annual meeting of stockholders for a term expiring at the next succeeding annual meeting. The current terms of each of our directors will expire at the Annual Meeting. “Voting Threshold Date” means 5:00 p.m. Eastern time on the first day falling on or after the date on which the outstanding shares of our Class B Common Stock represent less than a majority of the voting power of all of the then outstanding shares of capital stock entitled to vote generally in the election of directors, voting together as a single class. Our Certificate of Incorporation also provides that, subject to the rights of the holders of any series of preferred stock to elect directors, following the Voting Threshold Date, the directors of the Company shall be classified into three classes, designated as Class I, Class II and Class III. Each class shall consist, as nearly as possible, of one-third of the total number of such directors. The Board at the Voting Threshold Date is authorized to assign each member of the Board then in office to a class, with such classification taking effect upon the earlier to occur of (i) the conclusion of the first meeting of the Board following the Voting Threshold Date and (ii) the effectiveness of an action of the Board taken without a meeting following the Voting Threshold Date designating each director then serving to a class in accordance with the previous sentence; provided that, if the Voting Threshold Date occurs after the Company’s proxy statement for that year’s annual meeting of stockholders has been filed with the SEC, then at the discretion of the Board, such classification shall take effect immediately following the adjournment of such annual meeting (such time of the effectiveness of the classification of the Board, the “Classification Time”). The initial Class I directors shall serve for a term expiring at the first annual meeting of stockholders following the Classification Time; the initial Class II directors shall serve for a term expiring at the second annual meeting following the Classification Time; and the initial Class III directors shall serve for a term expiring at the third annual meeting following the Classification Time. At each annual meeting following the Classification Time, the successors of the class of directors whose term expires at such meeting shall be elected to serve a three-year term. Only one class of directors will be elected at each annual meeting of our stockholders, with the other classes continuing for the remainder of their respective three-year terms. Subject to the rights of the holders of any series of preferred stock to elect directors, (i) prior to the Classification Time, the Board or any individual director may be removed from office at any time with or without cause by the affirmative vote of the holders of a majority of the voting power of all of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class, and (ii) from and after the Classification Time, the Board or any individual director may be removed from office at any time, but only for cause and by the affirmative vote of the holders of at least 66 2/3% of the voting power of all of the then outstanding shares of capital stock of the Company entitled to vote generally in the election of directors, voting together as a single class. If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote the shares of common stock represented thereby for the election as directors of each of the persons whose names and biographies appear below. In the event that any of Eric H. Baker, Mark Streams, Sameer Bhargava, Jeffrey Blackburn, Rajini Sundar Kodialam, Jeremy Levine, and Thomas A. Patterson should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or, alternatively, the Board may elect to reduce its size. The Board has no reason to believe that any of the director nominees will be unable to serve if elected. Each of the director nominees has consented to being named in this proxy statement and to serve if elected. The Board unanimously recommends a vote FOR the election of each of the below director nominees. The current members of the Board who are also nominees for election to the Board as directors are as follows:
PROPOSAL 1: ELECTION OF DIRECTORS
| Name | Age | Position with StubHub | | Eric H. Baker | 52 | Founder, Chairman and Chief Executive Officer | | Mark Streams | 53 | Executive Vice Chairman, Chief Legal Officer and Director | | Sameer Bhargava | 52 | Director | | Jeffrey Blackburn | 56 | Director | | Rajini Sundar Kodialam | 58 | Director | | Jeremy Levine | 52 | Director | | Thomas A. Patterson | 60 | Director |
PROPOSAL 1: ELECTION OF DIRECTORS
The principal occupations and business experience, for at least the past five years, of each director nominee for election at the upcoming Annual Meeting are as follows: Eric H. Baker co-founded StubHub in 2000 and founded viagogo in 2006. He has served as our Chief Executive Officer and Chairman of the Board since 2006. Prior to founding StubHub and viagogo, Mr. Baker worked for McKinsey & Company, a management consulting firm, from 1995 to 1997 and Bain Capital, a private equity firm, from 1997 to 1999. Mr. Baker holds a Bachelor of Arts from Harvard College and received a Master of Business Administration (“MBA”) from Stanford Business School. Mark Streams was appointed as our Executive Vice Chairman in April 2024. Before being appointed as Chief Legal Officer in July 2025, he served as our General Counsel since 2011. He has been a member of the Board since 2016. Mr. Streams holds a Bachelor of Arts from Duke University and a Juris Doctor from Harvard Law School. Sameer Bhargava has served on our Board since 2016. Mr. Bhargava has served since September 2022 as Chief Executive Officer of the Asset Solutions Group and Executive Vice President for Clark Construction Group LLC. Mr. Bhargava previously served as Chief Financial Officer and Executive Vice President of Clark Construction from 2016 to 2022. Prior to joining Clark Construction, Mr. Bhargava worked at The Carlyle Group from 2003 to 2016, as a Managing Director in their U.S. Buyout funds and as head of Corporate Development. Prior to joining The Carlyle Group, Mr. Bhargava held a variety of roles at Bain Capital, Advent International, and McKinsey & Company. Mr. Bhargava is a board member of The Economic Club of Washington D.C., part of the Dean’s Leadership Council at Harvard’s Graduate School of Design, and part of the DMV Regional Congress. Mr. Bhargava holds a Bachelor of Arts with honors in Biology from Harvard College and an MBA with distinction from Harvard Business School. Jeffrey Blackburn has served on our Board since September 2025. He currently serves as Chairman and Chief Executive Officer of Tennis Channel LLC. Prior to Tennis Channel, Mr. Blackburn held various positions at Amazon.com, Inc. for over two decades, and served on its senior executive team for over a decade, including serving as Senior Vice President of Global Media & Entertainment from 2021 to 2023, Senior Vice President of Worldwide Business Development, Advertising & Entertainment from 2007 to 2020, and Vice President of Business & Corporate Development from 2004 to 2006. From March 2021 to May 2021, Mr. Blackburn also served as a general partner and a member of the management committee of Bessemer Venture Partners, a venture capital and private equity firm. From 1995 to 1998, Mr. Blackburn worked as an investment banker at Morgan Stanley and Deutsche Bank. Mr. Blackburn currently serves as a member of the board of directors of Roku, Inc., DoorDash, Inc., and Universal Tennis LLC aka UTR Sports. Mr. Blackburn holds an MBA from Stanford Business School and an AB in government and economics from Dartmouth College. Rajini Sundar Kodialam has served on our Board since September 2025. Ms. Kodialam is an accomplished entrepreneur, co-founder, Chief Operating Officer, and board director with over 25 years of experience driving sustainable business growth in financial services. Ms. Kodialam is Co-Founder Emerita of Focus Financial Partners, a leading international partnership of independent, fiduciary wealth management firms. Ms. Kodialam served as board member and Chief Operating Officer of Focus Financial Partners (Nasdaq: FOCS) from July 2018 to September 2023 and as Co-Founder & Managing Director from 2006 to 2018. Prior to co-founding Focus, Ms. Kodialam worked at American Express from 1998 to 2005 where she served as a Vice President from 1999 to 2005, managing interactive services for the U.S. Consumer Card and Travel businesses. Prior to joining American Express, Ms. Kodialam was with McKinsey & Company. Ms. Kodialam holds a Bachelor of Arts from Delhi University, India, a Post Graduate Diploma in Management from the Indian Institute of Management, Ahmedabad, and an MBA from the Columbia University Graduate School of Business. Jeremy Levine has served on our Board since March 2025. Since 2001, Mr. Levine has served as a partner at Bessemer Venture Partners, a venture capital and private equity firm, where his investment experience includes entrepreneurial startups and high growth companies including consumer internet, consumer software, and business software and services. Prior to joining Bessemer, Mr. Levine was Vice President of Operations at Dash.com Inc., an internet software publisher, from 1999 to 2001. Prior to Dash, Mr. Levine was an Associate at AEA Investors from 1997 to 1999. Previously, Mr. Levine was with McKinsey & Company as a management consultant from 1995 to 1997. Mr. Levine currently serves on the board of directors of Shopify, Inc. and several private companies. Mr. Levine previously served on the board of directors of certain other public companies, including but not limited to, Yelp Inc. from 2005 to 2019 and Pinterest, Inc. from 2011 to 2025. Mr. Levine graduated with a Bachelor of Science in Computer Science from Duke University. Thomas A. Patterson has served on our Board since September 2025. Since 2005, Mr. Patterson has served as a General Partner at Madrone Capital Partners, an investment firm based in Denver, Colorado, where he has focused on investments in founder/family-owned businesses, the emerging middle class abroad, and technology. Prior to joining Madrone, Mr. Patterson was at Weston Presidio, a private equity firm focused on growth equity and leveraged buyout transactions, from 1995 until 2004. Prior to Weston Presidio, Mr. Patterson worked for four years at McKinsey & Company, focused on the financial services and building materials industries. Mr. Patterson currently serves on the board of directors of Castleton Commodities and Teya Holdings Ltd. Mr. Patterson has previously served on the board of directors of StoneCo Ltd., a public financial technology company, from 2018 to 2022, as well as Barry-Wehmiller and Oportun Financial Corp. He is active in environmental conservation and Chairman of the Stanford Natural Capital Alliance Advisory Council. Mr. Patterson holds an MBA from Harvard Business School and an AB in history from Harvard College.
Compensation Committee
| • | reviewing and making recommendations to our Board regarding director compensation; |
Details of our Compensation Program
| • | Pay for performance. We emphasize equity compensation as a meaningful component of our executive compensation program, both for our Chief Executive Officer and for our other named executive officers, in order to align the interests of our named executive officers with those of our stockholders. |
Details of our Compensation Program
| • | Annual cash incentives (bonuses); |
Details of our Compensation Program
| • | Severance and other benefits that may become payable upon a termination of employment or a change in control (except for our Chief Executive Officer, who is not eligible for cash severance payments or benefits because he does not have an employment agreement that provides for such payments or benefits); and |
2025 Bonuses
2025 Bonuses Annual cash incentive bonuses are intended to provide a variable component of compensation that recognizes individual performance and contributions during the year and supports our retention objectives. The Compensation Committee has discretion to determine whether to award annual bonuses and the amount of any award for each named executive officer. In making these determinations, the Compensation Committee may consider a range of factors, including individual performance, scope of responsibilities, progress against strategic objectives and our overall performance. For executive officers other than the Chief Executive Officer, the Compensation Committee considers recommendations from our Chief Executive Officer; the Compensation Committee determines any bonus for the Chief Executive Officer without the Chief Executive Officer’s participation. For 2025, our named executive officers were eligible to receive annual cash incentive bonuses. Certain named executive officers received discretionary annual bonuses, while others had employment agreements providing for guaranteed bonus amounts and IPO-related cash bonuses. On August 12, 2025, Ms. James’ employment agreement was amended to provide for, among other things, a guaranteed annual bonus for 2025 equal to $1,000,000 and an IPO cash bonus, each as described under “—Employment and Severance Arrangements—Employment Agreement with Connie James” below. Ms. James’ 2025 annual bonus payment reflects her guaranteed bonus and an IPO cash bonus. In addition, Mr. Streams had an employment agreement that provided for a guaranteed bonus amount equal to $1,000,000 and an IPO cash bonus, as described under “—Employment and Severance Arrangements—Employment Agreement with Mark Streams” below. Mr. Streams’ 2025 annual bonus payment reflects his guaranteed bonus and $1,000,000 of his IPO cash bonus earned during 2025. Messrs. Islam and Yegorov each received discretionary annual bonus payments. The bonus amounts paid to our named executive officers for the year ended December 31, 2025 were as follows:
2025 Bonuses
| Named Executive Officer | 2025 Bonus Amount | | Eric H. Baker | $0 | | Connie James(1) | $2,500,000 | | Nayaab Islam | $3,000,000 | | Artem Yegorov | $1,000,000 | | Mark Streams | $2,000,000 |
2025 Bonuses
| (1) Excludes $500,000 of the cash bonus payable to Ms. James in connection with the IPO since it required her to remain employed through March 17, 2026 to earn. |
2025 Bonuses
The Compensation Committee may make discretionary bonus payments or discretionary adjustments to the annual cash incentive bonuses of our named executive officers from time to time. In 2026, the Compensation Committee awarded Mr. Yegorov a discretionary cash bonus of $1,000,000 as an incentive to remain employed with us during 2026.
2025 Equity Compensation
2025 Equity Compensation We view equity compensation as a critical component of our executive compensation program. Equity awards are intended to promote an ownership culture among our executive officers, provide meaningful incentives tied to long-term value creation and align the interests of our executive officers with those of our stockholders. The Compensation Committee administers our equity compensation plans and generally approves equity awards for our executive officers, taking into account a range of factors it deems relevant, which may include the executive’s role and responsibilities, sustained performance, expected future contributions, existing equity holdings, retention considerations and competitive market practices. We do not maintain a formal policy that prescribes the number of equity awards to grant to any executive officer in any particular year. In 2025, our Board granted Mr. Streams an award of 51,815 restricted stock units (“RSUs”), which vest in 12 equal monthly installments beginning on July 1, 2025. Our Board also granted Mr. Streams an award of 42,553 RSUs in 2025, which will vest in full on the first anniversary of the IPO. Our Board determined that our other NEOs were adequately compensated with equity awards granted in prior years and did not approve any new equity grants for our other NEOs during 2025. In addition, in January 2025, we cancelled 38,860 unvested RSUs held by Mr. Yegorov for no consideration.
Employment and Severance Arrangements
Employment and Severance Arrangements As of December 31, 2025, we were party to employment agreements or offer letters with each of our named executive officers other than Mr. Baker. We are not currently party to an offer letter or employment agreement with Mr. Baker. Employment Agreement with Connie James In 2023, we entered into an employment agreement with Ms. James in connection with her commencement of employment with us, which was amended on August 12, 2025 and March 3, 2026. Ms. James’ employment agreement, as amended, provides for her to receive an annual base salary of at least $1,000,000 in 2025, $1,250,000 in 2026 and $1,375,000 in 2027. The agreement further provides that her annual bonus will be guaranteed to be $1,000,000 for 2025, $1,250,000 for 2026 and $1,500,000 for 2027 and thereafter. Ms. James’ employment agreement provides that she will be eligible to participate in our benefit plans applicable to employees generally, as well as the same medical and health care insurance plan coverage provided to other of our senior executives (excluding our Chief Executive Officer and President). The employment agreement also provided for Ms. James to be granted 400,000 RSUs that vest based on the satisfaction of two requirements—a service-based requirement and a liquidity event requirement. The liquidity event requirement was satisfied in connection with the completion of our IPO. The service-based requirement will be satisfied as to 25% of the RSUs on the first anniversary of the commencement of her employment with us and, thereafter, the service-based requirement will be satisfied in substantially equal quarterly installments over three years, in each case, subject to her continued service to us. The employment agreement also provided for Ms. James to be granted 125,000 RSUs, with 50% of the RSUs having vested upon the completion of our IPO and the remaining RSUs vesting in equal quarterly installments over the subsequent two years, in each case, subject to Ms. James’ continued service to us. In addition, the employment agreement provides for Ms. James to be granted 22,190 RSUs that vest based on the satisfaction of a service-based requirement and liquidity event requirement. The liquidity event requirement was satisfied in connection with the completion of our IPO. The service-based requirement was satisfied on the first anniversary of Ms. James’ commencement of employment with us. Ms. James’ employment agreement, as amended, also provides for a $2,000,000 cash bonus payable to Ms. James in connection with our IPO in the following installments: $1,000,000 upon the second public filing of the Company’s registration statement with the SEC, $500,000 on the date of pricing of our IPO, and $500,000 on the six-month anniversary of such date, subject to her continued employment on each such date. In addition, the amended employment agreement provided that, so long as Ms. James remained employed through the applicable payment date, Ms. James would be eligible to receive a $250,000 cash bonus for each of 2025, 2026 and 2027, if, as of December 15 of each such year, no listing event had occurred. Because our IPO was completed prior to December 15, 2025, Ms. James was not eligible to receive this bonus for 2025 or any subsequent year. As in effect for 2025, the employment agreement provided that, in the event that Ms. James is terminated by us without cause or due to her resignation for good reason (as these terms are defined in the employment agreement), she will be entitled to receive: (i) continued payment of her base salary for a period of nine months after her termination date, (ii) a pro rata portion of her annual bonus (based on the number of days employed during the applicable year) , (iii) Company-paid COBRA premiums for up to nine months after her termination (provided that Ms. James does not become eligible to participate in a new employer’s health care plan during such nine-month period) and (iv) continued time-based vesting of her equity awards in accordance with her equity award agreements. As amended in 2026, the employment agreement provides that, in the event that Ms. James is terminated by us without cause or due to her resignation for good reason (as these terms are defined in the employment agreement), she will be entitled to receive: (i) a cash payment equal to $1 million, payable in equal ratable installments in accordance with the Company’s payroll practices over a 12-month period, (ii) if Ms. James’s termination date occurs on or before December 31, 2026, continuation of base salary payments from the date of termination through January 1, 2027, (iii) a pro rata portion (or, solely for a termination of employment occurring during 2026, the full amount) of Ms. James’s guaranteed bonus for the year of termination, (iv) Company-paid COBRA premiums for up to nine months after her termination date (provided that Ms. James (x) does not become eligible to participate in a new employer’s health care plan or (y) ceases to be eligible for COBRA for any reason, in each case during such nine- month period), (v) full accelerated vesting of the RSUs granted to Ms. James on August 28, 2023 and, for all other outstanding equity awards, two quarters of accelerated vesting (or, solely for a termination occurring during 2026, accelerated vesting to the extent such awards would have vested had employment continued through June 30, 2027), and (vi) continued vesting of her equity awards in accordance with her equity award agreements. Ms. James is required to sign a release of claims in favor of us as a condition to receiving the severance payments and benefits. In connection with the execution of her employment agreement, Ms. James also entered into a Confidentiality, Restricted Covenant and Intellectual Property Agreement. Employment Agreement with Nayaab Islam In 2018, we entered into an employment agreement with Mr. Islam, which agreement has since been amended. Mr. Islam’s employment agreement, as amended, provides for an annual base salary of $5,000,000, effective January 1, 2023, which annual base salary was reduced to $3,000,000, effective in connection with our IPO. The agreement further provides that his annual incentive bonus will be guaranteed to be $5,000,000, except that no guaranteed bonus is payable for a performance year (or any performance year thereafter) ending on or after the completion of our IPO.
Employment and Severance Arrangements
The employment agreement provides that, in the event that Mr. Islam is terminated by us without cause or due to his resignation for good reason prior to a change in control (as these terms are defined in the employment agreement), he will be entitled to receive: (i) continued payment of his base salary for a period of 12 months after his termination date and (ii) the next guaranteed annual bonus after his termination date, payable at the time the guaranteed bonus would otherwise have been paid. If he is terminated by us without cause or due to his resignation for good reason upon or during the 18-month period after a change in control, he will also receive accelerated vesting of continued service vesting requirements of his then-outstanding RSU awards and, if such change in control is a “change in control event” within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code”), the payments described in clauses (i) and (ii) above will be paid in cash in a lump sum on the 60th day after his termination. In the event Mr. Islam is terminated due to his death or Disability (as defined in his employment agreement), he will be entitled to receive: (a) continued payment of his base salary for a period of six months after his termination date and (b) a pro rata portion of his next guaranteed annual bonus after his termination date (based on the number of days employed during the applicable year), payable at the time the guaranteed bonus would otherwise have been paid. Mr. Islam is required to sign a release of claims in favor of us as a condition to receiving the severance payments and benefits. If, within 90 days after his termination date, we discover grounds constituting cause existed before his termination, Mr. Islam’s right to receive the severance payments and benefits will immediately cease and be forfeited, and he will be required to repay any severance payments and benefits previously paid to him. The agreement further provides that, for each of the 2024, 2025, 2026 and 2027 calendar years, Mr. Islam may elect to sell (the “Islam Sale Right”) up to 666,665 shares of our common stock (the “put shares”) held by him or underlying vested stock options to a third-party buyer and, if a third-party buyer does not purchase the shares, we are required to purchase the shares up to a purchase price of $20,000,000 per year (referred to as the “annual baseline”). If proceeds from Mr. Islam’s sale of shares to a third-party buyer in any one year exceed the annual baseline, the annual baseline for the next year will be reduced by such excess amount. We may satisfy our portion of the annual baseline by purchasing the number of remaining put shares elected by us, by paying Mr. Islam a cash bonus or a combination of the two. We may make the cash payment in a cash lump sum or in four quarterly installments, with interest. If we do not timely make the full cash payment or any quarterly payment, Mr. Islam may resign for good reason under his employment agreement. The Islam Sale Right terminated in connection with the completion of our IPO. Mr. Islam did not elect to sell shares pursuant to the Islam Sale Right prior to its termination. Mr. Islam’s employment agreement provides that he will be eligible to participate in our benefit plans applicable to employees generally. He is also entitled to receive the perquisites and additional benefits described above under “—Other Elements of Compensation—Employee Perquisites.” Mr. Islam’s annual base salary was increased to $3,250,000, effective January 1, 2026, pursuant to the Compensation Committee’s approval. Letter Agreements with Artem Yegorov In February 2022, we entered into an offer letter with Mr. Yegorov that provided for Mr. Yegorov to serve as our Senior Vice President of Engineering and Chief Technology Officer. Under Mr. Yegorov’s offer letter, he is entitled to be paid an annual base salary of $1,500,000 and to receive certain previously paid sign-on bonuses. Mr. Yegorov’s offer letter also provided for Mr. Yegorov to be granted RSUs having a value of $25,000,000. The RSUs vest based on the satisfaction of two requirements—a service-based requirement and a liquidity event requirement. The liquidity event requirement was satisfied in connection with the completion of our IPO. The service-based requirement will be satisfied over four years, with 20% satisfied on March 14, 2023 and the remainder satisfied in substantially equal quarterly installments over the subsequent three years, in each case, subject to continued service to us. Mr. Yegorov’s offer letter also provides for Mr. Yegorov to receive supplemental health benefits covering up to $25,000 of medical and health care costs and expenses and an annual physical for himself and his spouse. Under the offer letter, Mr. Yegorov was obligated to enter into a Confidentiality, Restricted Covenant and Intellectual Property Agreement. On June 13, 2025, we entered into a letter agreement with Mr. Yegorov regarding a one-time discretionary bonus of $1,000,000 to be paid to Mr. Yegorov no later than June 30, 2025 in connection with his performance and contributions to the Company in 2025. Further, on July 1, 2025, we entered into a second letter agreement with Mr. Yegorov pursuant to which his annual base salary was increased to $2,500,000, retroactive to January 1, 2025. Employment Agreement with Mark Streams In August 2025, we entered into a new employment agreement with Mr. Streams with an effective date of July 1, 2025, which superseded and replaced his prior employment agreement with us from October 2023. Mr. Streams’ employment agreement provides for an annual base salary of $2,000,000, and provides that his annual incentive bonus will be guaranteed to be $1,000,000. Following the listing of our Class A Common Stock in connection with our IPO, the annual bonus may be paid in either cash or in shares of our Class A Common Stock. The employment agreement provides for Mr. Streams to be granted 51,815 RSUs that vest based on the satisfaction of two requirements—a service-based requirement and a liquidity event requirement. The liquidity event requirement was satisfied in connection with the completion of our IPO. The service-based requirement will be satisfied as to 1/12th of the RSUs at the end of each calendar month commencing on July 1, 2025, subject to Mr. Streams’ continued service to us. If Mr. Streams’ service is terminated by us without cause or by Mr. Streams for good reason (as these terms are defined in his employment agreement), any then-unvested RSUs that would have otherwise satisfied the service-based requirement during the nine months following his service termination date will be deemed to satisfy the service-based requirement. Commencing on July 1, 2026, and on an annual basis thereafter on each following July 1, we will elect to either (i) grant Mr. Streams a $2,000,000 cash retention award that is paid in equal installments on the last day of each calendar month over the following 12-month period, subject to his continued employment through the applicable payment date or (ii) grant Mr. Streams RSUs with an aggregate grant date fair value of $2,000,000, which will vest as to 1/12th of the RSUs over the following 12-month period, subject to his continued service through the applicable vesting date, and will be subject to substantially the same terms as those described in the immediately preceding paragraph with respect to the 2025 grant of RSUs to Mr. Streams.
Employment and Severance Arrangements
The employment agreement provides for a $2,000,000 cash bonus payable to Mr. Streams in connection with our IPO in the following installments: $1,000,000 on the date of pricing of our IPO (which occurred prior to January 15, 2027) and $1,000,000 on the 12-month anniversary of such pricing date, subject to his continued employment on each such date. Because the date of pricing of our IPO occurred before January 15, 2027, Mr. Streams was granted, in lieu of the second installment of the cash bonus, RSUs with an aggregate grant date fair value of $1,000,000 (the “IPO RSUs”), which will vest on the 12-month anniversary of the date of pricing of our IPO, subject to his continued employment. In addition, the employment agreement provides that Mr. Streams will be eligible to receive a $500,000 cash bonus in the following installments: $250,000 on the date a General Counsel commences employment with us, subject to Mr. Streams’ continued employment with us through the payment date, and $250,000 on the date that is 12 months following the date a General Counsel commences employment with us. The employment agreement provides that, in the event that Mr. Streams is terminated by us for any reason other than due to disability or for cause or Mr. Streams resigns for good reason (as these terms are defined in the employment agreement), he will be entitled to receive: (i) continued payment of his base salary for a period of nine months after his termination date, (ii) a pro rata portion of his next guaranteed annual bonus after his termination date (based on the number of days employed during the applicable year), (iii) Company-paid COBRA premiums for up to nine months after his termination (provided that Mr. Streams does not become eligible to participate in a new employer’s health care plan during such nine-month period), (iv) accelerated vesting of a portion of the 51,815 RSUs promised under his employment agreement, as described above, and (v) if any IPO RSUs are outstanding, a pro rata portion of such IPO RSUs shall vest based on the number of days in the 12-month period following the date of pricing of our IPO during which Mr. Streams was employed by us. As a condition to receiving the severance payments and benefits, Mr. Streams is required to sign a release of claims in favor of us and to continue to comply with certain restrictive covenants. The employment agreement further provides that, for each of the 2027, 2028, 2029 and 2030 calendar years, Mr. Streams may elect to sell (the “Streams Sale Right”) up to 240,000 shares of our common stock (the “put shares”) held by him to a third-party buyer and, if a third-party buyer does not purchase the shares, we are required to purchase the shares up to a purchase price of $6,000,000 per year (referred to as the “annual baseline”). If proceeds from Mr. Streams’ sale of shares to a third-party buyer in any one year exceed the annual baseline, the annual baseline for the next year will be reduced by such excess amount. We may satisfy our portion of the annual baseline by purchasing the number of remaining put shares elected by us, by paying Mr. Streams a cash bonus or a combination of the two. If we do not timely make the full cash payment, Mr. Streams may resign for good reason under his employment agreement. The Streams Sale Right terminated in connection with the completion of our IPO. Mr. Streams’ employment agreement provides that he will be eligible to participate in our benefit plans applicable to employees generally, as well as the same medical and health care insurance plan coverage provided to other of our senior executives (excluding our Chief Executive Officer and President). See “Executive Compensation Tables—Potential Payments Upon Termination or Change in Control” for information regarding benefits under the employment agreements for each of our named executive officers other than Mr. Baker.
Practices Related to the Timing of Grants of Certain Equity Awards
Practices Related to the Timing of Grants of Certain Equity Awards We generally do not grant equity awards in anticipation of the release of material nonpublic information (“MNPI”) or time the release of MNPI for the purpose of affecting the value of executive compensation. If MNPI becomes known to our Compensation Committee before granting an equity award, our Compensation Committee would use its business judgment to determine the amount and timing of such award. We did not grant option awards or similar option-like instruments to our NEOs in 2025. Accordingly, during 2025, we did not grant stock options or similar option-like instruments to our NEOs during the four business days prior to or the one business day following the filing of our periodic reports or the filing or furnishing of a Form 8-K that discloses MNPI.
Section 280G/Section 4999 Policy
Section 280G/Section 4999 Policy We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control or otherwise.
2025 Summary Compensation Table
2025 Summary Compensation Table The following table contains information about the compensation earned by each of our named executive officers during the year ended December 31, 2025.
2025 Summary Compensation Table
| Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($) | All Other Compensation ($)(4) | Total ($) | | Eric H. Baker | 2025 | 3,354,321 | — | — | — | 1,171,960 | 4,526,281 | | Founder, Chairman & Chief Executive Officer | 2024 | 2,500,000 | 2,500,000 | 61,945,280 | — | 496,039 | 67,441,319 | | Connie James | 2025 | 1,000,000 | 2,500,000 | — | — | 14,000 | 3,514,000 | | Chief Financial Officer | 2024 | 1,000,000 | 750,000 | — | — | 13,800 | 1,763,800 | | Nayaab Islam | 2025 | 4,426,282 | 3,000,000 | — | — | 120,000 | 7,546,282 | | President and Chief Product Officer | 2024 | 5,000,000 | 5,000,000 | — | 1,491,450 | 124,000 | 11,615,450 | | Artem Yegorov | 2025 | 2,500,000 | 1,000,000 | — | — | 158,969 | 3,658,969 | | Chief Technology Officer | 2024 | 1,500,000 | 1,500,000 | — | — | 24,713 | 3,024,713 | | Mark Streams | 2025 | 2,000,000 | 2,000,000 | 3,041,507 | — | — | 7,041,507 | | Executive Vice Chairman & Chief Legal Officer | 2024 | 2,000,000 | 1,000,000 | 536,283 | — | — | 3,536,283 |
2025 Summary Compensation Table
| (1) Amounts reflect the actual salary earned by each of our named executive officers during the year ended December 31, 2025. For Messrs. Baker and Islam, the base salary reported reflects a blended amount resulting from a mid-year adjustment to the applicable annual base salary rate. Pursuant to Mr. Islam’s employment agreement, as amended, Mr. Islam was entitled to receive an annual base salary of $5,000,000, effective January 1, 2023. In connection with our IPO, Mr. Islam’s annual base salary was reduced to $3,000,000 in accordance with the terms of his employment agreement. The amount reported in the table reflects the aggregate base salary earned at both rates during 2025. Prior to our IPO, Mr. Baker was entitled to receive an annual base salary of $2,500,000. In connection with our IPO, Mr. Baker’s annual base salary was increased to $5,496,039. The amount reported in the table reflects the aggregate base salary earned at both rates during 2025. |
2025 Summary Compensation Table
| (2) Amounts reflect discretionary annual bonus payments made to Messrs. Islam and Yegorov for 2025 and guaranteed annual bonus and IPO cash bonus payments made to Ms. James and Mr. Streams. |
2025 Summary Compensation Table
| (3) None of our named executive officers other than Mr. Streams received equity awards during the year ended December 31, 2025. Amounts for Mr. Streams reflect the full grant date fair value of stock awards granted during the year ended December 31, 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by Mr. Streams in respect of such stock awards. We provide information regarding the assumptions used to calculate grant date fair value in Note 17 to our audited consolidated financial statements attached to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 5, 2026. |
2025 Summary Compensation Table
| (4) All other compensation for the year ended December 31, 2025 included the following: |
2025 Summary Compensation Table
| Name | 401(k) Contribution Match ($) | Private School Tuition ($) | Childcare ($) | Health Benefits ($) | Housing Allowance ($) | Tax and Estate Planning Costs | Security Costs ($)(a) | Personal Private Air Travel Costs ($)(b) | Tax Gross-Up Payments ($) | Total ($) | | Eric H. Baker | — | 88,000 | 110,000 | 37,717 | — | 55,000 | 459,134 | 97,083 | 325,026 | 1,171,960 | | Connie James | 14,000 | — | — | — | — | — | — | — | — | 14,000 | | Nayaab Islam | — | — | — | — | 120,000 | — | — | — | — | 120,000 | | Artem Yegorov | — | — | — | 76,950 | — | — | — | — | 82,019 | 158,969 | | Mark Streams | — | — | — | — | — | — | — | — | — | — |
2025 Summary Compensation Table
| (a) The amount reported includes costs incurred by the Company for security services and equipment mandated by our Compensation Committee following its review of security studies prepared by third party consultants. While we believe that a large portion of the costs are business expenses, we have included the total costs incurred by the Company out of an abundance of caution. |
2025 Summary Compensation Table
| (b) The amount reported represents the portion of personal private air travel costs incurred by the Company that were not otherwise reimbursed by Mr. Baker. |
Grants of Plan-Based Awards in 2025
Grants of Plan-Based Awards in 2025 The following table provides supplemental information relating to grants of plan-based awards made during the year ended December 31, 2025 to help explain information provided above in our Summary Compensation Table. This table presents information regarding all grants of plan-based awards occurring during the year ended December 31, 2025.
Grants of Plan-Based Awards in 2025
| Name | Grant Date | All Other Stock Awards: Number of Shares of Stock (#) | Grant Date Fair Value of Stock Awards ($)(3) | | Mark Streams | 9/4/2025(1) | 51,815 | 2,041,511 | | | 9/16/2025(2) | 42,553 | 999,996 |
Grants of Plan-Based Awards in 2025
| (1) Represents RSUs granted to Mr. Streams, which vest in 12 equal monthly installments beginning on July 1, 2025. |
Grants of Plan-Based Awards in 2025
| (2) Represents RSUs granted to Mr. Streams, 100% of which will vest in full on the first anniversary of our IPO. |
Grants of Plan-Based Awards in 2025
| (3) These amounts reflect the full grant date fair value of RSUs granted to Mr. Streams, in each case, during the year ended December 31, 2025, computed in accordance with ASC Topic 718. We provide information regarding the assumptions in Note 17 to our audited consolidated financial statements attached to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 5, 2026. |
Outstanding Equity Awards at 2025 Year-End
Outstanding Equity Awards at 2025 Year-End The following table summarizes the number of shares of common stock subject to outstanding equity awards for each named executive officer as of December 31, 2025.
Outstanding Equity Awards at 2025 Year-End
| | Option Awards | | | | | | Stock Awards | | | | | Name | Vesting Commencement Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options (#) Unexercisable | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(1) | Option Exercise Price ($) | 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 ($)(2) | Equity Incentive Plan Awards: Number of Unearned Shares, Units, or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units, or Other Rights That Have Not Vested ($)(2) | | Eric H. Baker | | 739,316 | | | 0.55 | 7/1/2026 | | | | | | | | | | 9,195,210 | 6.05 | 5/1/2028 | | | | | | | | 500,000 | | | 8.00 | 5/1/2028 | | | | | | | 9/16/2025(3) | | | | | | 1,881,715 | 25,459,604 | | | | | | | | | | | | | 6,960,483(1) | 94,175,335 | | Connie James | 8/28/2023(4) | | | | | | 150,000 | 2,029,500 | | | | | 9/16/2025(5) | | | | | | 54,685 | 739,888 | | | | Nayaab Islam | | 957,135 | | | 6.05 | 12/17/2028 | | | | | | | | 1,100,000 | | | 6.05 | 12/17/2028 | | | | | | | | | | 435,000 | 6.05 | 12/17/2028 | | | | | | | 1/1/2022(6) | | | | | | 697,580 | 9,438,257 | | | | | | | | | | | | | 5,200,000(1) | 70,356,000 | | Artem Yegorov | 3/14/2022 | | | | | | 37,031 | 501,029 | | | | Mark Streams | | 500,000 | | | 6.05 | 12/17/2028 | | | | | | | | | | | | | | | 250,000(1) | 3,382,500 | | | 7/1/2025(7) | | | | | | 25,920 | 350,698 | | | | | 9/16/2025(8) | | | | | | 42,553 | 575,742 | | |
Outstanding Equity Awards at 2025 Year-End
| (1) Amounts vest upon the achievement of certain stock price thresholds for our Class A Common Stock between $36.00 to $151.80 measured based on a 30-day volume-weighted average of our stock price or upon our achievement of certain gross merchandise sales goals. |
Outstanding Equity Awards at 2025 Year-End
| (2) Amounts are calculated by multiplying the number of shares shown in the table by $13.53 per share of our Class A Common Stock underlying the RSUs, which our Board determined equaled fair market value of such Class A Common Stock as of December 31, 2025. |
Outstanding Equity Awards at 2025 Year-End
| (3) Represents RSUs that vest in equal monthly installments through the fifth anniversary of the vesting commencement date, subject to continued service. |
Outstanding Equity Awards at 2025 Year-End
| (4) Represents RSUs that vest in equal quarterly installments through the fourth anniversary of the vesting commencement date, subject to continued service. |
Outstanding Equity Awards at 2025 Year-End
| (5) Represents RSUs that vest in equal quarterly installments through the second anniversary of the vesting commencement date, subject to continued service. |
Outstanding Equity Awards at 2025 Year-End
| (6) 483,870 RSUs vest in equal monthly installments through December 31, 2026 and 213,710 RSUs vest on December 31, 2026, in each case, subject to continued service. |
Outstanding Equity Awards at 2025 Year-End
| (7) Represents RSUs that vest in equal monthly installments through the first anniversary of the vesting commencement date, subject to continued service. |
Outstanding Equity Awards at 2025 Year-End
| (8) Represents RSUs that vest on the first anniversary of the vesting commencement date, subject to continued service. |
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table
Option Exercises and Stock Vested Table
| | Stock Awards | | | Name | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(1) | | Eric H. Baker | 2,051,157(2) | 47,042,044 | | Connie James | 342,505(3) | 7,426,135 | | Nayaab Islam | 3,852,420(4) | 89,211,318 | | Artem Yegorov | 551,779 | 12,613,160 | | Mark Streams | 512,575(5) | 11,904,146 |
Option Exercises and Stock Vested Table
| (1) Value realized on vesting calculated by multiplying the number of RSUs that vested by the closing trading price of a share of our Class A Common Stock on the vesting date. |
Option Exercises and Stock Vested Table
| (2) Of the total RSUs reported, the settlement of 420,299 RSUs were deferred and remained unsettled as of December 31, 2025. Of these, 33,605 RSUs vested in December 2025 and settled in January 2026. The remaining 386,694 shares vested on September 16, 2025 and will settle in two equal tranches on or about March 15, 2026 and June 13, 2026, in accordance with their terms. |
Option Exercises and Stock Vested Table
| (3) Of the total RSUs reported, 25,000 RSUs vested in December 2025 and settled in January 2026. |
Option Exercises and Stock Vested Table
| (4) Of the total RSUs reported, 40,325 RSUs vested in December 2025 and settled in January 2026. |
Option Exercises and Stock Vested Table
| (5) Of the total RSUs reported, 4,320 RSUs vested in December 2025 and settled in January 2026. |
Nonqualified Deferred Compensation in 2025
Nonqualified Deferred Compensation in 2025
Nonqualified Deferred Compensation in 2025
| Name | Company Contributions in Last Fiscal Year ($)(1) | Aggregate Balance at December 31, 2025 ($)(2) | | Eric H. Baker | 9,541,985 | 5,686,645 | | Connie James | 338,250 | 338,250 | | Nayaab Islam | 545,597 | 545,597 | | Artem Yegorov | — | — | | Mark Streams | 58,450 | 58,450 |
Nonqualified Deferred Compensation in 2025
| (1) The amounts reported represent the aggregate value of RSUs that had vested but had not yet been settled as of the applicable vesting date, calculated based on the closing trading price of our common stock multiplied by the number of vested RSUs that remained unsettled as of such date. Accordingly, the reported values reflect the market value of the underlying shares as of the applicable vesting date and do not represent amounts that have been paid to or realized by the named executive officers. The actual value received upon settlement will depend on the market price of our common stock on the applicable settlement date, which may be higher or lower than the applicable vesting date closing trading price. |
Nonqualified Deferred Compensation in 2025
| (2) The amounts reported represent the aggregate value of RSUs that had vested but had not yet been settled as of December 31, 2025, calculated based on the closing trading price of our common stock multiplied by the number of vested RSUs that remained unsettled as of such date. Accordingly, the reported values reflect the market value of the underlying shares as of the last trading day of the fiscal year and do not represent amounts that have been paid to or realized by the named executive officers. The actual value received upon settlement will depend on the market price of our common stock on the applicable settlement date, which may be higher or lower than the December 31, 2025 closing trading price. |
Pay Versus Performance
Pay Versus Performance The following table sets forth information concerning the compensation actually paid to our Chief Executive Officer, who is our principal executive officer (“PEO”), and the average compensation actually paid to our other non-PEO NEOs (“Non-PEO NEOs”), as well as certain financial performance measures of our company. The amounts shown for “compensation actually paid” have been calculated in accordance with SEC rules and do not reflect compensation actually earned, realized or received by any of our named executive officers. The table includes adjustments as described in the footnotes and also provides information on our cumulative total shareholder return (“TSR”), the cumulative TSR of our peer group, net income (loss) and our company-selected measure, which is Gross Merchandise Sales (“GMS”). Our IPO occurred in September 2025, and we do not present information for years prior to when we became a public reporting company. The information contained in this “Pay Versus Performance” section will not be incorporated into any of our filings under the Securities Act or the Exchange Act, except to the extent we specifically incorporate such information by reference therein.
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on: | | | | | Year | Summary Compensation Table Total for PEO ($) | Compensation Actually Paid to PEO ($) (1)(2) | Average Summary Compensation Table Total for Non-PEO NEOs ($) | Average Compensation Actually Paid to Non-PEO NEOs ($) (1)(2) | Total Shareholder Return ($) | Peer Group Total Shareholder Return ($) (3) | Net Income (Loss) ($) | GMS ($) (4) | | | | | | | | | (in thousands) | | | 2025 | 4,526,281 | (574,965,865) | 5,440,189 | (77,107,417) | 61.50 | 105.61 | (1,905,934) | 9,160,547 |
Pay Versus Performance
| (1) Amounts represent compensation actually paid to our PEO, Eric H. Baker, and the average compensation actually paid to our Non-PEO NEOs, Connie James, Nayaab Islam, Artem Yegorov and Mark Streams, for 2025. Compensation actually paid to our NEOs represents the “T ot al” compensation reported in the Summary Compensation Table for the applicable fiscal year, as adjusted as follows: |
Pay Versus Performance
| | 2025 | | | Adjustments | PEO | Average Non-PEO NEOs | | Deduction for Amounts Reported under the “Stock Awards” and “Option Awards” Columns in the Summary Compensation Table for Applicable FY | — | (760,377) | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Remain Unvested as of Applicable FY End, determined as of Applicable FY End | — | 231,610 | | Increase based on ASC 718 Fair Value of Awards Granted during Applicable FY that Vested during Applicable FY, determined as of Vesting Date | — | 116,792 | | Increase/deduction for Awards Granted during Prior FY that were Outstanding and Unvested as of Applicable FY End, determined based on change in ASC 718 Fair Value from Prior FY End to Applicable FY End | (529,547,946) | (61,430,375) |
Pay Versus Performance
| | 2025 | | | Adjustments | PEO | Average Non-PEO NEOs | | Increase/deduction for Awards Granted during Prior FY that Vested During Applicable FY, determined based on change in ASC 718 Fair Value from Prior FY End to Vesting Date | (32,132,616) | (20,330,257) | | Deduction of ASC 718 Fair Value of Awards Granted during Prior FY that were Forfeited during Applicable FY, determined as of Prior FY End | (17,811,584) | (374,999) | | Increase based on Dividends or Other Earnings Paid during Applicable FY prior to Vesting Date | — | — | | Increase based on Incremental Fair Value of Options/SARs Modified during Applicable FY | — | — | | Total Adjustments | (579,492,146) | (82,547,606) |
Pay Versus Performance
| (2) Fair value or change in fair value, as applicable, of equity awards in the “Compensation Actually Paid” columns was determined by reference to (i) for solely service-vesting RSU awards, the closing price per share on the applicable year-end date(s) or, in the case of vesting dates, the closing price per share on the applicable vesting date(s); (ii) for performance-based RSU awards (excluding any market-based awards), the same valuation methodology as RSU awards above except that the year-end values are multiplied by the probability of achievement of the applicable performance objective as of the applicable date; (iii) for market-based awards, the fair value calculated by a Monte Carlo simulation model as of the applicable year-end date(s), which utilizes multiple input variables, including expected volatility of our stock price and other assumptions appropriate for determining fair value, to estimate the probability of satisfying the performance objective established for the award, including the expected volatility of our stock price relative to the applicable comparative index and a risk-free interest rate derived from linear interpolation of the term structure of Treasury Constant Maturities yield rates for the applicable period; and (iv) for stock options, a Black-Scholes value as of the applicable year-end or vesting date(s), determined based on the same methodology as used to determine grant date fair value but using the closing stock price on the applicable revaluation date as the current market price and with an expected life set equal to the remaining life of the award, and in all cases based on volatility and risk-free rates determined as of the revaluation date based on the expected life period and based on an expected dividend rate of 0%. For fiscal year 2024, certain RSU and stock option awards held by our NEOs contained performance-based vesting conditions requiring the occurrence of a qualifying liquidity event, including a qualified initial public offering. Because the Company’s IPO was not consummated until September 2025, these performance conditions were not considered probable of achievement as of December 31, 2024 under ASC 718, and accordingly no stock-based compensation expense was recognized with respect to such awards during fiscal year 2024. The fair values of these awards reflected in the table above and the related adjustments from fiscal year 2024 have been determined assuming the subsequent satisfaction of the liquidity event condition upon the Company’s IPO in September 2025. For additional information on the assumptions used to calculate the valuation of the awards, see the notes to our consolidated financial statements attached to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 5, 2026. |
Pay Versus Performance
| (3) For the relevant fiscal year, represents the cumulative TSR (the “Peer Group TSR”) of the S&P 500 IT Index, which we also use in the stock performance graph required by Item 201(e) of Regulation S-K included in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 5, 2026. This column assumes $100 was invested in this peer group on September 17, 2025 (the date our Class A Common Stock commenced trading on the NYSE). |
Pay Versus Performance
| (4) GMS represents the total dollar value paid by buyers for ticket transactions and fulfillment. GMS includes fees we charge buyers and sellers that can vary by transaction, as well as the net proceeds we remit to sellers. Our definition of GMS does not include applicable sales, value-added and other indirect taxes, shipping costs and the impact of discounts and coupons as well as event cancellations or expected cancellations after the initial transaction on our platform. |
Pay Versus Performance
Relationship Between Financial Performance Measures As described in more detail in the “ Compensation Discussion and Analysis ” section, our executive compensation program reflects a variable pay-for-performance philosophy. While we use several performance measures to align executive compensation with StubHub performance, not all of them need to be presented in the table above. Below is a narrative description of the relationship between PEO CAP, Non-PEO CAP, TSR and GMS described in the table above, as required by Item 402(v) of Regulation S-K. In accordance with SEC rules, StubHub provided information regarding the net loss of $1,905.9 million in 2025 and GMS of $9,160.5 million in 2025 in the table above. The ongoing relationship between these financial measures and CAP for our PEO ($(575.0) million in 2025) and the average CAP for our Non-PEO NEOs ($(77.1) million in 2025) will evolve as we build history as a public company. The 2025 CAP for our PEO of $(575.0) million is lower than the Summary Compensation Table figure of $4.5 million, and the average CAP for our Non-PEO NEOs of $(77.1) million is lower than the Summary Compensation Table average of $5.4 million. The primary cause of these differences is the change of our stock price since our IPO. Our TSR declined from September 17, 2025 (the first trading day of StubHub’s stock) through December 31, 2025 ($61.50 as of fiscal year 2025 end), while our Peer Group TSR increased over the same period ($105.61 as of fiscal year 2025 end). Key Performance Measures The following is an unranked list of financial performance measures that we consider the most important for linking company performance and compensation actually paid to our NEOs for the fiscal year ended December 31, 2025: GMS, Adjusted EBITDA and Free Cash Flow.
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control In this section, we describe payments that may be made to our named executive officers upon a change in control or in connection with certain terminations of employment, assuming the change in control or termination event occurred on the last day of the year ended December 31, 2025. Certain of our named executive officers hold RSUs that vest based on the satisfaction of both a liquidity event requirement and either a requirement to provide continued service or the achievement of certain performance goals. For RSU awards for which the liquidity event requirement had not already been satisfied in connection with our IPO, such requirement will be satisfied in connection with a change in control. The following table quantifies the value of the RSUs that would have vested if a change in control had occurred on December 31, 2025, irrespective of a termination of employment (other than as a result of death or disability), using $13.53 per share of Class A Common Stock underlying the stock options and RSUs, which our Board determined equaled fair market value of such Class A Common Stock as of December 31, 2025.
Potential Payments Upon Termination or Change in Control
| Name | Number of RSUs Vesting Upon CIC (#) | Value of RSUs Vesting Upon CIC ($) | | Eric H. Baker | 580,040 | 7,847,941 | | Connie James | — | — | | Nayaab Islam | 52,141 | 705,468 | | Artem Yegorov | — | — | | Mark Streams | — | — |
Potential Payments Upon Termination or Change in Control
We have entered into an employment agreement with each of Ms. James, Mr. Islam and Mr. Streams that provides for severance payments and benefits upon certain terminations of employment, subject to delivering a release of claims against us. See descriptions above under “Compensation Discussion and Analysis—Employment and Severance Arrangements.” The table below quantifies the amount payable to each named executive officer upon certain terminations of employment as of December 31, 2025. Mr. Yegorov was not entitled to any payment, vesting acceleration or other benefit in the event his employment had terminated for any reason as of December 31, 2025.
Potential Payments Upon Termination or Change in Control
| Name | Termination as a Result of Death or Disability Apart from CIC ($)(1) | Termination without Cause or for Good Reason Apart from CIC ($)(2) | Termination as a Result of Death or Disability Following a CIC ($)(3) | Termination without Cause or Resignation for Good Reason Following a CIC ($)(4) | | Eric H. Baker | | | | | | RSU Acceleration(5) | 23,186,429 | — | 65,042,133 | 41,855,704 | | TOTAL | 23,186,429 | — | 65,042,133 | 41,855,704 | | Connie James | | | | | | Cash Severance | — | 750,000 | — | 750,000 | | Pro Rata Bonus | — | 1,000,000 | — | 1,000,000 | | RSU Acceleration(6) | — | 443,919 | — | 443,919 | | COBRA Subsidy(7) | — | 41,805 | — | 41,805 | | TOTAL | — | 2,235,724 | — | 2,235,724 | | Nayaab Islam | | | | | | Cash Severance | 1,500,000 | 3,000,000 | 1,500,000 | 3,000,000 | | Pro Rata Bonus | — | — | — | — | | RSU Acceleration(8) | 6,164,877 | 9,438,257 | 32,548,377 | 35,821,757 | | TOTAL | 7,664,877 | 12,438,257 | 34,048,377 | 38,821,757 |
Potential Payments Upon Termination or Change in Control
| Name | Termination as a Result of Death or Disability Apart from CIC ($)(1) | Termination without Cause or for Good Reason Apart from CIC ($)(2) | Termination as a Result of Death or Disability Following a CIC ($)(3) | Termination without Cause or Resignation for Good Reason Following a CIC ($)(4) | | Mark Streams | | | | | | Cash Severance | — | 1,500,000 | — | 1,500,000 | | Pro Rata Bonus | — | 1,000,000 | — | 1,000,000 | | RSU Acceleration(9) | — | 519,471 | — | 519,471 | | COBRA Subsidy(7) | — | 41,805 | — | 41,805 | | TOTAL | — | 3,061,276 | — | 3,061,276 |
Potential Payments Upon Termination or Change in Control
| (1) Amounts in this column reflect payments made upon termination by us due to a named executive officer’s death or “disability.” For Mr. Islam, such quoted term is as defined in the employment agreement with such named executive officer. |
Potential Payments Upon Termination or Change in Control
| (2) Amounts in this column reflect payments made upon termination by us without “cause” or by the named executive officer for “good reason.” For Ms. James and Messrs. Islam and Streams, such quoted terms are as defined in their respective employment agreements. |
Potential Payments Upon Termination or Change in Control
| (3) Amounts in this column reflect payments made upon termination by us due to a named executive officer’s death or disability following a change in control. |
Potential Payments Upon Termination or Change in Control
| (4) Amounts in this column reflect payments made upon termination by us without cause or by the named executive officer for good reason, in each case, following a change in control. |
Potential Payments Upon Termination or Change in Control
| (5) Amounts calculated using $13.53 per share of Class A Common Stock underlying the RSUs, which was the closing trading price of a share of our Class A Common Stock on December 31, 2025 and based on 1,713,705 RSUs vesting upon a termination for death or disability, 4,807,253 RSUs vesting upon a termination for death or disability in connection with a change in control and 3,093,548 RSUs vesting upon a termination by us without cause or by the named executive officer for good reason in connection with a change in control. |
Potential Payments Upon Termination or Change in Control
| (6) Amounts calculated using $13.53 per share of Class A Common Stock underlying the RSUs, which was the closing trading price of a share of our Class A Common Stock on December 31, 2025 and based on 32,810 RSUs vesting upon a termination without cause or resignation for good reason and 32,810 RSUs vesting upon a termination without cause or resignation for good reason in connection with a change in control. |
Potential Payments Upon Termination or Change in Control
| (7) Amounts calculated based on COBRA rates in effect as of December 31, 2025 and the health insurance elections of the named executive officer as of such date, assuming that each named executive officer remains eligible to receive this benefit for the nine-month period following his or her termination of employment. |
Potential Payments Upon Termination or Change in Control
| (8) Amounts calculated using $13.53 per share of Class A Common Stock underlying the RSUs, which was the closing trading price of a share of our Class A Common Stock on December 31, 2025 and based on 455,645 RSUs vesting upon a termination for death or disability, 697,580 RSUs vesting upon a termination without cause or resignation for good reason, 2,405,645 RSUs vesting upon a termination for death or disability in connection with a change in control and 2,647,580 RSUs vesting upon a termination without cause or resignation for good reason in connection with a change in control. |
Potential Payments Upon Termination or Change in Control
| (9) Amounts calculated using $13.53 per share of Class A Common Stock underlying the RSUs, which was the closing trading price of a share of our Class A Common Stock on December 31, 2025 and based on 38,394 RSUs vesting upon a termination without cause or resignation for good reason and 38,394 RSUs vesting upon a termination without cause or resignation for good reason in connection with a change in control. |
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION Pursuant to our non-employee director compensation program, directors who are not employees of the Company are entitled to cash and equity compensation, as described below. We believe such amounts are necessary to attract and retain directors who have the talent and skills to foster long-term value creation and enhance the sustainable development of the Company. The compensation payable under this program is intended to be competitive in relation to the market in which the Company operates and the nature, complexity and size of the Company’s business. Members of the Board are also reimbursed for their reasonable, documented, out-of-pocket travel and other business expenses incurred in attending meetings of the Board and Board committees or in connection with Board-related business, in each case consistent with our expense reimbursement policy.
2025 Director Compensation Table
2025 Director Compensation Table The following table sets forth information concerning the compensation of non-employee directors for service on the Board for the year ended December 31, 2025.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Daniel J. Finnegan(3) | 12,500 | — | 12,500 | | Sameer Bhargava | 20,417 | 299,978 | 320,395 | | Jeffrey M. Blackburn(4) | 14,583 | 299,978 | 314,561 |
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($)(1)(2) | Total ($) | | Rajini Sundar Kodialam(5) | 14,583 | 299,978 | 314,561 | | Jeremy Levine(6) | 16,042 | 182,595 | 198,637 | | Thomas A. Patterson(7) | 10,208 | 299,978 | 310,186 |
2025 Director Compensation Table
| (1) Amounts reflect the full grant date fair value of stock awards granted during the year ended December 31, 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by each director in respect of such stock awards. We provide information regarding the assumptions used to calculate grant date fair value and incremental fair value in Note 17 to our audited consolidated financial statements attached to our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, filed with the SEC on March 5, 2026. |
2025 Director Compensation Table
| (2) The table below shows the aggregate numbers of option and RSU awards held as of December 31, 2025 by each non-employee director. |
2025 Director Compensation Table
| Name | Number of Options Outstanding at Fiscal Year End (#) | Number of Shares or Units Outstanding at Fiscal Year End (#) | | Daniel J. Finnegan | — | — | | Sameer Bhargava | 63,335 | 12,765 | | Jeffrey M. Blackburn | — | 12,765 | | Rajini Sundar Kodialam | — | 12,765 | | Jeremy Levine | — | 7,770 | | Thomas A. Patterson | — | 12,765 |
2025 Director Compensation Table
| (3) Mr. Finnegan ceased to serve as a non-employee director of our Board on March 18, 2025. |
2025 Director Compensation Table
| (4) Mr. Blackburn was appointed to our Board effective upon the completion of our IPO in September 2025. |
2025 Director Compensation Table
| (5) Ms. Kodialam was appointed to our Board effective upon the completion of our IPO in September 2025. |
2025 Director Compensation Table
| (6) Mr. Levine was appointed to our Board in March 2025. |
2025 Director Compensation Table
| (7) Mr. Patterson was appointed to our Board effective upon the completion of our IPO in September 2025. |
Indemnification of Directors and Officers; Directors’ and Officers’ Insurance
Indemnification of Directors and Officers; Directors’ and Officers’ Insurance In connection with the IPO, we entered into indemnification agreements with each of our executive officers and directors. The indemnification agreements provide the indemnitees with contractual rights to indemnification, and expense advancement and reimbursement, to the fullest extent permitted under the Delaware General Corporation Law, subject to certain exceptions contained in those agreements. We also are authorized to purchase and maintain insurance on behalf of any person who is or was an officer or director of the Company in such person’s official capacity against any liability asserted against and incurred by such person in or arising from that capacity.