Eduardo Vivas
AppLovinAbout Eduardo Vivas
Eduardo Vivas (age 39) has served on AppLovin’s Board since August 2018. He is Chief Operating Officer and a board member of Humans, Inc. (Flip Shop) since March 2024, following Flip Shop’s merger with Curated, Inc., which he co‑founded and led as CEO (2017–2024). Prior roles include Head of Product, Talent Solutions at LinkedIn (2014–2017) after LinkedIn acquired Bright.com, where he was co‑founder and Chief Product Officer (2011–2014).
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Curated, Inc. | Chief Executive Officer (co‑founder) | Aug 2017 – Mar 2024 | Led e‑commerce growth; merged into Flip Shop in Mar 2024 |
| LinkedIn Corporation | Head of Product, Talent Solutions | Mar 2014 – Apr 2017 | Drove product strategy in Talent Solutions after Bright.com acquisition |
| Bright.com | Co‑Founder & Chief Product Officer | Oct 2011 – Feb 2014 | Built employment marketplace; acquired by LinkedIn |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Humans, Inc. (Flip Shop) | Chief Operating Officer; Board Member | Mar 2024 – present | APP invested $50M (Feb 14, 2024), ~4.1% post‑investment stake; commercial AXON agreement (Feb 14, 2024) |
| Other public company boards | None disclosed | — | No public boards listed in proxy |
Board Governance
- Committee memberships: None. He is not assigned to Audit, Compensation, or Nominating & Corporate Governance committees.
- Independence: Not independent under Nasdaq rules; independent directors are Billings, Morgenfeld, Webb, Georgiadis, Harvey Dawson, and Messing.
- Attendance: In 2024, the Board met 7 times; each director attended ≥89% of Board/committee meetings, aggregate ~98%. In 2023, the Board met 8 times; aggregate ~99% attendance.
- Board structure: Controlled company but not availing governance exemptions; all key committees are fully independent; Lead Independent Director (Craig Billings) oversees executive sessions and independent director coordination.
| Year | Audit | Compensation | Nominating & Corporate Governance |
|---|---|---|---|
| 2024 | None | None | None |
| 2025 | None | None | None |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Fees Paid or Earned in Cash ($) | $27,500 | $0 |
| Stock Awards ($) | $13,752 | $302,431 |
| Option Awards ($) | $249,990 | $0 |
| All Other Compensation ($) | $0 | $250,000 (HSR Act filing fee paid by APP) |
| Total ($) | $291,242 | $552,431 |
- Director Compensation Policy (structure): Annual Board cash retainer $50,000; Lead Independent Director $75,000; Audit Chair $35,000/Members $10,000; Compensation Chair $30,000/Members $10,000; Nominating Chair $15,000 ($25,000 after Feb 2025)/Members $5,000 ($10,000 after Feb 2025). Directors may elect RSUs or non‑qualified stock options in lieu of cash.
- Annual equity award: $250,000 grant date fair value (increased to $300,000 in Feb 2025), vests over ~1 year or until the next annual meeting. Initial award for new directors: $425,000 (increased to $500,000 in Feb 2025), vests in 12 quarterly installments; change‑in‑control acceleration applies.
Performance Compensation
| Equity Award Detail | Grant Date | Shares/Units | Vesting |
|---|---|---|---|
| Annual RSU (Director) | Jun 5, 2024 | 2,987 RSUs | Vests 100% on earlier of 1‑year anniversary or day prior to next annual meeting |
| Annual Option (Director) | Jul 6, 2023 | 15,537 options | Fully vested; annual director equity optionality |
- Performance metrics: Director equity is time‑based (RSUs or options), no PSUs or financial KPIs tied to director pay.
- Change‑in‑control terms: Outstanding director awards fully vest upon change‑in‑control.
Other Directorships & Interlocks
| Relationship | Counterparty | Terms | Governance Implication |
|---|---|---|---|
| Investment/Commercial Agreement | Humans, Inc. (Flip Shop) | APP invested $50M (Feb 14, 2024) for ~4.1% stake; AXON commercial agreement; Vivas is COO, board member, and >5% holder | Related‑party transaction; Audit Committee oversight noted in proxy related‑party section |
Expertise & Qualifications
- Technology/operator background: CEO/COO experience; product and adtech execution; digital media and go‑to‑market expertise; M&A/strategic transactions; human capital development.
- Public company governance exposure: Serves on APP Board since 2018; committees remain independent‑only (he is not a member).
Equity Ownership
| Metric (as of date) | Value |
|---|---|
| Class A shares beneficially owned (Mar 31, 2025) | 7,420,122 shares (2.4% of Class A outstanding) |
| Class B shares beneficially owned (Mar 31, 2025) | 0 |
| Percent of total voting power | <1% (“*”) |
| Outstanding director options (Dec 31, 2024) | 15,537 options (fully vested) |
| Unvested director RSUs (Dec 31, 2024) | 2,987 RSUs |
- Equity Ownership Guidelines: Non‑employee directors expected to hold 300% of annual cash retainer (Nov 2023 policy), increased to 500% (Feb 2025). 5‑year compliance window; unexercised options excluded.
- Insider trading policies: Prohibit hedging and limit pledging to ≤10% of individual holdings; late Form 4 noted below.
Governance Assessment
- Alignment: Significant personal stake (7.42M Class A shares) aligns incentives with shareholders.
- Independence/committees: Not independent and holds no committee roles; mitigates risk of influencing Audit/Comp/Nominating decisions reserved for independent directors.
- Engagement: Strong overall Board attendance metrics in 2023–2024; executive sessions led by Lead Independent Director support robust oversight.
- Related‑party exposure — RED FLAG: APP’s $50M investment, AXON commercial agreement with Flip Shop where Vivas is COO/director and >5% holder; ongoing oversight needed (recusals, Audit Committee review).
- Historical related‑party loan — WATCH: Promissory note to Rafael Vivas (Eduardo’s brother) for early option exercise (issued 2019; repaid in full Mar 8, 2024); extinguished but notable for nepotism optics.
- Disclosure control: One late Form 4 in 2024 tied to quarterly director RSU issuance (administrative error); minor but worth monitoring.
- Pay structure discipline: Director pay uses independent consultant (Semler Brossy), committee independence, clawback policy for executives, and equity ownership guidelines for directors; 2025 increases to director equity awards should be tracked for pay inflation risk.
Overall: High ownership alignment but meaningful related‑party exposure via Flip Shop necessitates persistent recusal and Audit Committee oversight to protect investor confidence.