Adam Foroughi
AppLovinAbout Adam Foroughi
Adam Foroughi is AppLovin’s Co‑Founder, Chief Executive Officer (since December 2011) and Chairperson of the Board (since March 2021); he holds a B.A. in Business Administration from UC Berkeley and is 44 years old, with 14 years of board tenure at APP . Under his leadership, 2024 results included $4.7B revenue (+43% YoY), $1.6B GAAP net income (34% margin), and $2.7B Adjusted EBITDA (58% margin) . Shareholder returns surged in 2024; from the IPO baseline, TSR-index value reached $496.67 by year-end 2024 and the company highlighted a 713% stock appreciation across 2024, aligning pay outcomes to performance via stock-linked programs . While he combines CEO and Chair roles, APP uses a Lead Independent Director with defined authorities and fully independent board committees to mitigate independence concerns .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Lifestreet Media Inc. | Co‑Founder | Not disclosed | Early adtech entrepreneurship preceding AppLovin; informs product and monetization strategy . |
| Social Hour Inc. | Co‑Founder | Not disclosed | Early adtech entrepreneurship preceding AppLovin; informs product and monetization strategy . |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| None disclosed in proxy biography | — | — | No other current public company directorships disclosed for Mr. Foroughi in the 2025 proxy . |
Fixed Compensation
| Component | 2024 Amount | Notes |
|---|---|---|
| Base Salary | $400,000 | CEO base salaries are generally capped at $400,000; no increase in 2024 . |
| Annual Cash Bonus | $0 | No executive annual cash bonus program; variable pay delivered in equity . |
| Director Fees | $0 | Did not receive director compensation for board service in 2024 . |
Performance Compensation
- Equity program design emphasizes equity over cash; 2024 awards were time‑based RSUs, and 2023 PSUs were fully earned based on stock price hurdles sustained for 30 consecutive trading days, with a holding requirement to preserve multi‑year alignment .
- The company’s primary performance measure linking pay to outcomes is stock price; 2024 “Pay versus Performance” disclosures explicitly center stock price/TSR .
2024 Time‑Based RSUs (Annual Grant)
| Metric | Detail |
|---|---|
| Grant date | November 4, 2024 . |
| Shares granted | 67,805 RSUs . |
| Grant date fair value | $10,788,454 . |
| Vesting | 1/4 vests on Feb 20, 2025; remaining 1/4 quarterly thereafter, subject to service . |
2023 PSU Program (Performance Award earned in 2024)
| Metric | Weighting | Target | Actual | Payout | Vesting/Holding |
|---|---|---|---|---|---|
| Stock price hurdles (30‑day sustained) over a five‑year window | 100% | Multiple price hurdles over 5 years | All hurdles met in <18 months | 100% earned | One‑year holding period (CEO also subject to minimum share holding requirement) . |
Vesting/Liquidity context: In 2024, 6,432,189 shares vested for Mr. Foroughi (value realized on vesting $577,513,004), comprising both PSUs ($493,672,452) and RSUs ($83,840,552) .
Equity Ownership & Alignment
Beneficial Ownership and Voting Control (as of March 31, 2025)
| Holding | Amount | %/Power |
|---|---|---|
| Class A shares | 2,835,590 | — . |
| Class B shares | 27,936,907 | 91% of Class B . |
| Total voting power | — | 60.9% voting power . |
| Voting Agreement | Class B holders (Foroughi, Chen, affiliates) vote per agreement; ensures CEO’s continuing control/significant influence . |
Outstanding Awards and Near‑Term Vesting (12/31/2024 snapshot)
| Item | Amount | Notes |
|---|---|---|
| Unvested RSUs | 67,805 | Fair value at YE: $21,957,293 at $323.83 close . |
| Options outstanding | 0 | No options shown for CEO at YE 2024 . |
| 2025 near‑term vesting cadence | Quarterly after 2/20/2025 | Per 2024 RSU grant schedule . |
Alignment policies:
- Equity Ownership Guidelines: CEO minimum holding = 600% of base salary .
- Clawback: Mandatory recovery of excess incentive pay upon an accounting restatement (effective for incentive pay received on/after Oct 2, 2023) .
- Hedging/Pledging: Hedging prohibited; pledging limited to ≤10% of company securities held; no specific CEO pledging disclosed .
Employment Terms
| Provision | CEO (Foroughi) | Notes/Triggers |
|---|---|---|
| Employment | At‑will | Standard confidential information, non‑compete, and non‑solicit protections in employment arrangements . |
| Severance (outside CIC) | 18 months base salary ($600,000) + 18 months COBRA | Lump‑sum; termination by company w/o cause . |
| Severance (within CIC window) | 24 months base salary ($800,000) + 24 months COBRA + 100% equity acceleration at target for performance awards | Double‑trigger: termination without cause or resignation for good reason, from 3 months before to 12 months after CIC . |
| 280G treatment | Best‑net (cut‑back vs full pay) | No tax gross‑ups . |
Board Governance
- Board service: Director since 2011; Chair since March 2021; not independent; no committee assignments .
- Combined CEO/Chair: Counterbalanced by Lead Independent Director (Craig Billings) with authority to set agendas for independent sessions, liaise with CEO, and call special independent meetings; all standing committees (Audit, Compensation, Nominating/Governance) are fully independent .
- Controlled company status: Voting Agreement Parties hold majority voting power but APP chooses not to rely on Nasdaq controlled‑company exemptions; majority independent board and independent committees maintained .
- Attendance: Board held 7 meetings in 2024; each director ≥89% attendance; aggregate ~98% .
- Director compensation: CEO receives no pay for board service .
Performance & Track Record
| Metric | 2021 | 2022 | 2023 | 2024 |
|---|---|---|---|---|
| Net Income ($USD Millions) | 35 | (193) | 357 | 1,580 . |
| TSR index (IPO=$100 base) | 144.57 | 16.15 | 61.12 | 496.67 . |
| Stock Price (30‑day trailing minimum at YE) ($) | 83.75 | 9.30 | 36.26 | 298.00 . |
2024 operating highlights: Revenue $4.7B (+43% YoY), Net Income $1.6B (34% margin), Adjusted EBITDA $2.7B (58% margin), Operating cash flow $2.1B; Advertising revenue $3.2B (+75% YoY) with 76% segment EBITDA margin .
Compensation Structure Analysis
- Equity‑heavy, performance‑levered: No annual cash bonuses; variable pay delivered in equity (time‑based RSUs for 2024), with significant 2023 PSUs earned entirely on sustained stock price hurdles; this tightly links realized compensation to shareholder outcomes .
- 2023 PSUs earned early: All tranches earned in <18 months due to exceptional stock performance; one‑year holding/minimum holding requirements preserved multi‑year horizon integrity .
- 2024 mix shifted to smaller, one‑year RSUs: Reflects retentive focus post‑PSU windfall; annual grant timing intended in November for subsequent service year .
- Governance guardrails: Clawback policy, no 280G/4999 gross‑ups, hedging prohibited, limited pledging, independent Compensation Committee engaging Semler Brossy, and clear ownership guidelines .
- Peer group benchmarking: Peers emphasize large‑cap/high‑growth tech and adtech/talent competitors (e.g., The Trade Desk, Roblox, Unity, Snowflake, CrowdStrike, Datadog, Atlassian, Palantir, Zoom, Okta, UiPath) with updated criteria as APP scaled (revenue >$1B; market cap >$15B) .
Equity Ownership & Vesting Pressure Signals
| Indicator | Observation |
|---|---|
| 2024 vesting volume (CEO) | 6,432,189 shares vested in 2024; value realized $577,513,004 (PSUs $493.7M; RSUs $83.8M) . |
| Remaining unvested (YE 2024) | 67,805 RSUs ($21.96M) scheduled to vest over 2025 in quarterly installments—modest near‑term supply vs. total holdings/control . |
| Insider policy constraints | Hedging prohibited; pledging capped at ≤10% of holdings; blackout/trading policy in place . |
Note: Form 4 trading cadence is not presented in the proxy; monitor ongoing filings to assess net share sales, tax withholding patterns, and any Rule 10b5‑1 plans.
Board Service History and Dual‑Role Implications
- Service history: Director since 2011; Chair since 2021; no board committee roles .
- Independence: Executive/Chair role is non‑independent; APP offsets with a strong Lead Independent Director and fully independent Audit, Compensation, and Nominating/Governance Committees .
- Controlled company lens: Voting Agreement concentrates control with Mr. Foroughi and Mr. Chen; APP voluntarily maintains majority‑independent oversight and independent committee structures to balance governance .
Investment Implications
- Alignment is high: Majority voting control (60.9% voting power) and very large personal equity stake create strong “owner‑operator” incentives; clawback, ownership guidelines (600% of salary), and hedging/pledging limits further align interests .
- Pay‑for‑performance is tight: 2023 PSUs fully earned on sustained stock price hurdles and 2024 TSR inflection drove high realized pay; 2024 shifted to smaller, one‑year RSUs to preserve retention while managing expense/dilution—positive signal on cost discipline .
- Selling pressure near‑term appears modest: After the 2024 vesting surge, remaining CEO unvested RSUs at YE 2024 were 67,805 with scheduled quarterly vesting—limited incremental float impact versus total holdings; continue to monitor Form 4s and 10b5‑1 plans .
- Retention risk mitigants: Robust CIC/double‑trigger protections (24 months salary + benefits, full acceleration at target), plus at‑will structures with non‑compete/non‑solicit, support continuity; absence of tax gross‑ups is shareholder‑friendly .
- Governance trade‑off: Combined CEO/Chair in a controlled company structure raises independence optics, but APP’s majority‑independent board, independent committees, and empowered Lead Independent Director reduce agency risk .
- Execution track record: 2024 delivery (revenue, profitability, FCF) and pivot beyond gaming underscore strategic execution; continued AI/adtech scaling is the core driver—sensitivity remains to market‑wide ad spend and equity‑linked incentive realizations .