Alyssa Harvey Dawson
AppLovinAbout Alyssa Harvey Dawson
Alyssa Harvey Dawson (age 55) is an independent director of AppLovin (APP) since 2021. She is a seasoned legal executive with 25+ years covering corporate governance, M&A, compliance, data privacy, IP, and regulatory affairs. Education: BA, cum laude, in Journalism from Michigan State University; JD, cum laude, from Georgetown University Law Center; Honors College member; Georgetown Law Board of Visitors; Make-A-Wish Connecticut board member .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| HubSpot, Inc. | Chief Legal Officer & Corporate Secretary | Nov 2022 – Dec 2024 | Led legal/compliance; Advisor Dec 2024 – Mar 2025 |
| Gusto, Inc. | Chief Legal Officer; Executive Leadership Team | Aug 2020 – Nov 2022 | Oversaw legal, compliance, government affairs |
| Sidewalk Labs (Alphabet) | General Counsel | Jun 2017 – Jul 2020 | Built legal team and data privacy strategy |
| HARMAN (Samsung) | VP, Global Intellectual Property | 2011 – 2017 | Global IP and licensing oversight |
| Netflix | Associate General Counsel | 2008 – 2011 | Legal roles in fast-growth media tech |
| Autodesk | Legal roles (prior to Netflix) | N/A | Technology and corporate law experience |
External Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Make-A-Wish Connecticut | Board Member | Current | Non-profit governance |
| Georgetown University Law Center | Board of Visitors Member | Current | Legal education oversight |
Board Governance
- Independence: Determined independent under Nasdaq rules; APP is a controlled company but does not use independence exemptions; all standing committees are fully independent .
- Committee assignments: Audit Committee member; Nominating & Corporate Governance Committee member; not a committee chair .
- Audit financial expert status: The Board designated Billings, Morgenfeld, Webb, and Georgiadis as audit committee financial experts; Dawson is not designated as an audit committee financial expert .
- Attendance: Board held 7 meetings in 2024; each director attended at least 89% of board and applicable committee meetings; aggregate attendance ~98% .
- Executive sessions and lead independent director: Independent directors meet regularly in executive sessions; Craig Billings serves as lead independent director .
Fixed Compensation
| Component | 2024 Amount ($) |
|---|---|
| Fees Paid in Cash | $0 |
| Stock Awards (Grant-date fair value) | $312,048 |
| Total | $312,048 |
| Outstanding Director Equity Awards (as of 12/31/2024) | Grant Date | Shares | Type | Vesting Terms |
|---|---|---|---|---|
| Annual RSU | 06/05/2024 | 2,987 | RSUs | 100% vests on earlier of 1-year from grant or day prior to next annual meeting, subject to service |
Additional director policy context (for 2024; amended Feb 2025): Cash retainer $50,000 for board; Audit member $10,000; Nominating & Corporate Governance member $5,000; directors may elect RSUs or non-qualified stock options in lieu of cash; initial award $425,000 (raised to $500,000 in Feb 2025); annual award $250,000 (raised to $300,000 in Feb 2025); director awards time-based; change-in-control triggers full vesting; annual compensation cap $750,000 ($1,000,000 initial year) .
Performance Compensation
| Performance Metric Tied to Director Compensation | Disclosure |
|---|---|
| Performance-based metrics (e.g., TSR/EBITDA targets) | None disclosed for non-employee directors; awards are time-based RSUs or options |
- Change-in-control provision: Non-employee director outstanding awards fully vest upon change in control, subject to service through the event .
- Clawbacks: Company adopted a compensation recovery policy for executive incentive pay (not applicable to director grants) .
Other Directorships & Interlocks
| Company | Role | Committee Roles | Notes |
|---|---|---|---|
| None disclosed | — | — | No current public company board disclosed for Dawson in APP’s proxy |
- Compensation Committee interlocks: APP disclosed no interlocks; Dawson is not a Compensation Committee member .
Expertise & Qualifications
- Legal, regulatory, and governance leadership across tech platforms, AI/data privacy, IP/licensing, and compliance; 25+ years experience .
- Data privacy and cybersecurity oversight experience; relevant to Audit Committee remit including AI governance and privacy .
- Educational credentials: BA (cum laude) Michigan State; JD (cum laude) Georgetown Law; current governance roles at Georgetown Law and Make-A-Wish CT .
Equity Ownership
| Holder | Class A Shares | % of Class A | Notes |
|---|---|---|---|
| Alyssa Harvey Dawson | 3,745 | <1% (asterisk denotes <1%) | Beneficial ownership as of 3/31/2025 |
- Director ownership guidelines: Non-employee directors required to hold equity equal to 500% of annual board cash retainer; 5 years to comply; counts include certain RSUs but exclude unexercised options and unachieved performance awards .
- Hedging/pledging: Hedging prohibited; pledging more than 10% of company securities prohibited .
Insider Trades & Compliance Signals
| Item | Disclosure |
|---|---|
| Section 16(a) compliance | One Form 4 was filed late for Dawson in 2024 due to an administrative error related to RSUs issued for quarterly director compensation |
| Hedging/Pledging Policy | Hedging prohibited; pledging limited to ≤10% of holdings |
Governance Assessment
- Strengths: Independent director serving on two fully independent committees (Audit; Nominating & Corporate Governance); strong legal/data privacy background aligned to Audit Committee oversight (including AI governance and cybersecurity); high attendance culture (≥89% per director; ~98% aggregate) supporting board effectiveness; equity-only director compensation enhances shareholder alignment; independent committee structure despite controlled company status .
- Considerations: Not designated as an audit committee financial expert; minor compliance lapse (single late Form 4) noted as administrative error; no disclosed related-party transactions involving Dawson; continued vigilance warranted given controlled company dynamics and concentration of voting power, elevating the importance of independent oversight .
- Overall signal: Governance profile supports investor confidence—independence, relevant risk/oversight expertise, and alignment via equity—with no material conflicts or related-party exposures disclosed for Dawson .