Barbara Messing
AppLovinAbout Barbara Messing
Barbara Messing (age 53) is an independent director at AppLovin (APP), serving since March 2024 on the Compensation Committee and the Nominating and Corporate Governance Committee . She holds a B.A. from Northwestern University and a J.D. from Stanford Law School, and brings deep operating experience in marketing, digital media, product development, adtech, and human capital from senior roles at Roblox, Walmart U.S., TripAdvisor, and Hotwire . Her current board tenure at APP is 1 year based on the board’s tenure chart .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Roblox | Chief Marketing & Communications Officer; previously Chief Marketing Officer and People Experience Officer | Aug 2020–Dec 2023 | Led brand/marketing and communications in a large consumer tech platform |
| Walmart U.S. | SVP, Chief Marketing Officer | Aug 2018–Aug 2019 | Oversight of U.S. retail marketing at scale |
| TripAdvisor | Vice President and Chief Marketing Officer; later SVP, Chief Marketing Officer | 2011–2018 | Leadership across consumer travel marketing and growth |
| Hotwire.com | Vice President, Customer Experience; Vice President & GM, Travel Ticker | 2002–2011 | Customer experience and product-led growth in online travel |
External Roles
| Organization | Role | Status |
|---|---|---|
| Vacasa (NASDAQ: VCSA) | Director | Current |
| Overstock.com, Inc. (NYSE: BYON) | Director | Prior |
| XO Group, Inc. | Director | Prior (merged with WeddingWire in Dec 2018) |
Board Governance
- Committee memberships and roles:
- Compensation Committee: Member (not Chair); the committee held eight meetings in 2024 and oversees CEO/NEO pay, equity plans, director compensation, clawback enforcement, and ownership guidelines .
- Nominating & Corporate Governance Committee: Member (not Chair); the committee held five meetings in 2024 and oversees board composition, independence, governance policies, and succession .
- Independence: The board determined Messing is independent under Nasdaq rules; APP is a controlled company but maintains fully independent Audit, Compensation, and Nominating committees .
- Attendance and engagement: In 2024, the board held seven meetings; each director attended at least 89% of board/committee meetings, and aggregate attendance was ~98%; eight of nine directors attended the 2024 annual meeting .
Fixed Compensation
| Component (2024) | Amount |
|---|---|
| Board cash retainer | $0 |
| Committee membership/lead fees | $0 |
| Meeting fees | Not used/disclosed |
| Total cash | $0 |
- Policy context: Non-employee directors can elect to receive RSUs or non-qualified stock options in lieu of cash compensation; cash is paid quarterly in arrears on a pro-rated basis .
- Director compensation policy: Initial equity award fair value was $425,000 (increased to $500,000 in Feb 2025); annual equity award fair value was $250,000 (increased to $300,000 in Feb 2025) .
Performance Compensation
| Equity Grant | Grant Date | Shares | Grant-Date Fair Value | Vesting Schedule |
|---|---|---|---|---|
| Initial RSU | 03/01/2024 | 5,119 | Included in 2024 stock awards total | Vests in 12 equal quarterly installments beginning May 20, 2024; quarterly on Feb 20/May 20/Aug 20/Nov 20 thereafter, subject to continued service |
| Annual RSU | 06/05/2024 | 2,987 | Included in 2024 stock awards total | Vests 100% on the earlier of one-year from grant or the day prior to next annual meeting, subject to continued service |
| 2024 Stock awards total | — | — | $711,766 | Aggregate fair value of 2024 director equity awards per proxy |
- Performance metrics: Director equity awards are time-based; no performance (PSU/TSR/financial) metrics apply to director compensation at APP .
Other Directorships & Interlocks
| Company | Relationship to APP | Potential Interlock/Conflict |
|---|---|---|
| Vacasa | Unrelated consumer travel/vacation rental platform | No APP-related party transactions disclosed involving Messing |
| Overstock.com (BYON) | Unrelated internet retailer | No APP-related party transactions disclosed involving Messing |
| XO Group | Unrelated consumer wedding platform (merged) | No APP-related party transactions disclosed involving Messing |
- Related-party oversight: APP’s Audit Committee reviews/approves all related-party transactions; none disclosed involving Messing in the most recent year .
Expertise & Qualifications
- Marketing & digital media; product & adtech; human capital/talent development from CMO/communications leadership across consumer internet platforms (Roblox, TripAdvisor) and large-scale retail (Walmart U.S.) .
- Public company director experience, legal training (J.D. Stanford) supporting governance and oversight .
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (as of 03/31/2025) | 3,252 Class A shares; <1% ownership/voting power |
| Outstanding director RSUs (12/31/2024) | 5,119 (Initial RSU 3/1/2024); 2,987 (Annual RSU 6/5/2024) |
| Ownership guidelines | Non-employee directors must hold equity equal to 500% of annual board cash retainer; counts RSUs/full-value awards; compliance window generally five years from appointment |
| Hedging/pledging | Hedging prohibited; pledging limited to no more than 10% of company securities held by the insider |
Note: Compliance status with director ownership guidelines is not disclosed for Messing; based on her March 2024 appointment, her guideline compliance period extends to March 2029 .
Governance Assessment
- Independence and committee roles: Messing is independent and sits on two key governance committees (Compensation; Nominating & Corporate Governance), providing oversight of pay structures, clawbacks, ownership guidelines, succession planning, and board independence .
- Engagement: The board/committees were active in 2024 (Board: 7 meetings; Compensation: 8; Nominating: 5) with high attendance across directors, supporting effective oversight .
- Alignment: Her 2024 director pay was entirely equity-based ($711,766 fair value; $0 cash), consistent with APP’s equity-focused director policy and ownership-alignment philosophy .
- Conflicts/related parties: No related-party transactions disclosed involving Messing; APP’s Audit Committee controls related-party oversight via formal policy .
- Controlled-company context: Although APP qualifies as a “controlled company,” it voluntarily maintains majority-independent boards and fully independent committees, mitigating typical controlled-company risks .
RED FLAGS
- None disclosed specific to Messing: no related-party transactions, no hedging/pledging beyond policy limits, and no attendance shortfalls reported for her cohort in 2024 .