Craig Billings
AppLovinAbout Craig Billings
Craig Billings (age 52) is AppLovin’s Lead Independent Director (since February 2021) and has served on the Board since December 2020. He is a CPA (since 1999) and holds a B.S. in Business Administration from the University of Nevada, Las Vegas and an MBA from Columbia Business School, bringing deep financial, risk management, and public-company leadership experience to APP’s board .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Wynn Resorts, Limited (NYSE: WYNN) | Chief Executive Officer & Director | Feb 2022–present | Public-company CEO experience; global operations |
| Wynn Resorts, Limited | Chief Financial Officer & Treasurer | Mar 2017–Jan 2022 | Financial leadership, accounting acumen |
| Wynn Resorts, Limited | President | May 2019–May 2021 | Operational leadership |
| Wynn Macau, Limited | Director | Aug 2018–present | Regional governance; majority-owned subsidiary of WYNN |
| NYX Gaming Group Ltd. | Non-Executive Chairman | Dec 2015–Jan 2018 | Oversight of digital gaming developer acquired by Scientific Games |
External Roles
| Company | Role | Public/Private | Tenure | Committee Positions |
|---|---|---|---|---|
| Wynn Resorts, Limited (NYSE: WYNN) | CEO & Director | Public | Feb 2022–present | Not disclosed in APP proxy |
| Wynn Macau, Limited | Director | Public | Aug 2018–present | Not disclosed in APP proxy |
No interlocks or related-party transactions involving Billings are identified in the retrieved APP proxy excerpts; see the “Certain Relationships” section for any additional detail .
Board Governance
- Independence: The Board determined Billings is independent under Nasdaq rules; APP is a “controlled company” but does not rely on controlled-company governance exemptions and maintains fully independent key committees .
- Leadership: Billings serves as Lead Independent Director, chairing executive sessions, acting as liaison to the CEO, setting agendas for independent director meetings, and providing oversight on risk and governance .
- Committee Assignments:
- 2024: Compensation Committee Chair; Audit Committee member; Audit Committee financial expert .
- 2025: Compensation Committee Chair; Audit Committee member; Audit Committee financial expert .
- Audit Committee Engagement:
- 2023 Audit Report: Billings served as Audit Committee Chair and recommended inclusion of audited financials in the FY2023 Form 10-K .
- 2024 Audit Report: Billings served as member; oversight reaffirmed for FY2024 .
- Attendance: In 2024, the Board held seven meetings; each director attended at least 89% of Board/committee meetings, with ~98% aggregate attendance. Eight of nine directors attended the 2024 annual meeting .
Fixed Compensation
| Component | APP Policy (Cash) | Amount |
|---|---|---|
| Board member annual retainer | $50,000 | $50,000 |
| Lead Independent Director fee | $75,000 | $75,000 |
| Audit Committee Chair | $35,000 | $35,000 |
| Audit Committee member | $10,000 | $10,000 |
| Compensation Committee Chair | $30,000 | $30,000 |
| Compensation Committee member | $10,000 | $10,000 |
| Nominating & Corporate Governance Chair | $15,000 | $15,000 |
| Nominating & Corporate Governance member | $5,000 | $5,000 |
| Year | Fees Paid or Earned in Cash ($) | Notes |
|---|---|---|
| 2023 | $153,750 | Compensation Chair + Audit member + Lead Independent Director; policy allows equity election in lieu of cash starting June 2023 |
| 2024 | $207,734 | Compensation Chair + Audit member + Lead Independent Director |
Policy note: Non-employee directors may elect equity in lieu of cash; travel expenses reimbursed; program reviewed annually with independent advisor (Semler Brossy) .
Performance Compensation
| Year | Grant Type | Grant Date | Shares/Units (#) | Grant-Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| 2023 | Stock Options | 07/06/2023 | 15,537 | $249,990 | Annual director option award; early exercisable; vests 100% on earlier of one-year anniversary or day prior to next Annual Meeting |
| 2023 | Legacy Stock Option | 12/30/2020 | 21,000 (outstanding at 12/31/23) | — | Early exercisable; vesting 1/12th quarterly starting 03/01/2021; 100% accelerated upon defined Acquisition/Combination |
| 2024 | RSU | 06/05/2024 | 2,987 | $249,922 | Vests 100% on earlier of one-year anniversary or day prior to next Annual Meeting |
Outstanding director equity (as of 12/31/2024):
- Billings: Options—3,000 (12/30/2020, fully vested); 15,537 (07/06/2023, fully vested). RSUs—2,987 (06/05/2024, time-based vest) .
- No performance metrics are disclosed for director equity grants (time-based vesting only) .
Other Directorships & Interlocks
| Company | Relationship to APP | Nature of Potential Interlock/Conflict | Disclosure |
|---|---|---|---|
| Wynn Resorts, Limited | None indicated | External CEO role; no supplier/customer link disclosed in APP proxy excerpts | Independence affirmed; Board considered relationships in independence review |
| Wynn Macau, Limited | None indicated | External director role; no supplier/customer link disclosed | Independence affirmed; see Certain Relationships section |
Expertise & Qualifications
- Audit Committee financial expert designation; financial literacy and sophistication per Nasdaq; CPA since 1999 .
- Global operational leadership, risk management, corporate governance, and public-company CEO experience .
- Education: B.S. (UNLV) and MBA (Columbia) .
Equity Ownership
| As-of Date | Class A Beneficial Ownership (#) | Composition | % Voting Power |
|---|---|---|---|
| March 31, 2024 | 43,937 | 7,400 shares held by The CSB 2012 Living Trust; 36,537 options exercisable within 60 days | <1% (asterisked as less than 1%) |
| March 31, 2025 | 18,537 | Options exercisable within 60 days (Class A) | <1% (asterisked as less than 1%) |
Ownership alignment policies:
- Hedging and pledging: Hedging prohibited; pledging limited to ≤10% of company securities held; no margin accounts for named executive officers/directors .
- Equity Ownership Guidelines: Adopted Nov 2023—non-employee directors required to hold equity worth 300% of annual Board cash retainer with 5-year compliance window; amended by 2025 to 500% of annual Board cash retainer .
Governance Assessment
-
Strengths:
- Lead Independent Director structure with clear responsibilities and frequent executive sessions; independent committees composed entirely of independent directors despite controlled-company status .
- High engagement: seven Board meetings in 2024 with ≥89% attendance per director (~98% aggregate) .
- Audit oversight continuity: Billings served as Audit Chair in 2023 and continued as member in 2024; Audit Committee designated multiple financial experts .
- Alignment safeguards: strict hedging prohibition; pledging cap; formal clawback policy; equity ownership guidelines tightened to 500% in 2025 .
-
Watch items / potential red flags:
- Controlled company: Concentrated voting control persists; APP states it does not rely on governance exemptions, but investors should monitor continued independence and evaluations .
- Director equity mix: Use of stock options for directors (in addition to RSUs) is less common and can increase risk sensitivity to stock volatility; review grant sizing and vesting vs. peer norms annually .
- External time commitments: Billings’ CEO role at WYNN and director role at Wynn Macau increase bandwidth demands; no conflicts disclosed, but ongoing monitoring warranted for interlocks or related-party transactions (none identified in retrieved excerpts) .
Overall signal: Billings’ financial expertise and lead independent role support board effectiveness and investor confidence, with strong attendance and independent committee leadership. Policy guardrails (clawback, hedging/pledging, higher ownership guidelines) improve alignment, while controlled-company status and director option grants merit continued oversight .