Margaret Georgiadis
AppLovinAbout Margaret Georgiadis
Independent director at AppLovin since January 2021; age 61. She serves as Chair of the Nominating & Corporate Governance Committee and is a member of the Audit Committee, designated as an audit committee financial expert. Background includes CEO roles in tech and consumer companies and senior leadership at Google; degrees from Harvard College (A.B.) and Harvard Business School (M.B.A.). Tenure on APP’s board is 4 years as of the 2025 proxy.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Montai Therapeutics | Co‑Founder & Chief Executive Officer | Current | Founder/CEO leadership; biotech focus |
| Flagship Pioneering Inc. | CEO‑Partner | Since Apr 2022 | Bioplatform innovation; strategic/operating leadership |
| General Catalyst | Endurance Partner‑in‑Residence | Jan 2021–Apr 2022 | VC engagement; company-building support |
| Ancestry.com LLC | President & Chief Executive Officer | May 2018–Dec 2020 | Led global consumer genomics/family history company |
| Mattel, Inc. (NASDAQ: MAT) | Chief Executive Officer | Feb 2017–May 2018 | Turnaround leadership at children’s entertainment/toys |
| President, Google Americas; VP Global Operations | 2009–2017 | Led large-scale commercial operations, data/privacy oversight |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| McDonald’s Corporation (NYSE: MCD) | Director | Current | Public company board service; committees not disclosed in APP proxy |
| Private tech/health tech companies | Director | Current | Several private boards; specific entities not named |
Board Governance
- Independence: Determined independent under Nasdaq rules; APP is a controlled company but does not use independence exemptions. All standing committees (Audit, Compensation, Nominating & Corporate Governance) are composed solely of independent directors.
- Committee assignments: Chair, Nominating & Corporate Governance; Member, Audit; designated audit committee financial expert (Reg S‑K Item 407(d)).
- Audit Committee scope: Financial reporting, internal controls, AI governance, cybersecurity, data privacy, legal/regulatory compliance, and related‑party transaction reviews. Held seven meetings in 2024.
- Compensation Committee practices: All independent; uses independent consultant (Semler Brossy), oversees clawback policy and stock ownership guidelines; eight meetings in 2024.
- Nominating & Corporate Governance Committee: Five meetings in 2024; board composition, evaluations, succession planning, independence oversight.
- Attendance: In 2024, the Board held seven meetings; each director attended at least 89% of Board and applicable committee meetings; aggregate attendance ~98%.
- Executive sessions and lead independent director structure: Lead Independent Director empowers independent oversight; regular executive sessions without management.
Fixed Compensation
| Component (2024 policy) | Amount ($) | Notes |
|---|---|---|
| Board annual cash retainer | 50,000 | Paid quarterly; directors may elect RSUs or NQSOs in lieu of cash |
| Audit Committee member fee | 10,000 | Member; chair fee is 35,000 |
| Nominating & Corporate Governance chair fee | 15,000 | Chair; member fee 5,000 in 2024 |
| Actual cash received by Georgiadis (FY2024) | 93,750 | Total cash fees paid/earned per 2024 director comp table |
Policy changes effective Feb 2025: Nominating chair increased to $25,000; Nominating member to $10,000; initial equity grant increased to $500,000; annual equity grant increased to $300,000.
Performance Compensation
| Grant Date | Award Type | Shares | Grant‑Date Fair Value ($) | Vesting |
|---|---|---|---|---|
| Jun 5, 2024 | RSUs (Annual Award) | 2,987 | 249,922 | Vests on earlier of 1‑year from grant or day prior to next annual meeting, subject to service |
| Director equity election | RSUs or Non‑Qualified Stock Options | — | — | Directors elect award type in advance; grants made automatically per policy; change‑in‑control accelerates vesting |
Performance metrics: APP does not tie director pay to financial/ESG metrics; director equity is time‑based (no TSR/financial hurdles).
Other Directorships & Interlocks
| Company | Relationship to APP | Interlock/Transaction Disclosure |
|---|---|---|
| McDonald’s Corporation | Potential advertiser; no disclosed related‑party dealings with APP | No related‑party transactions disclosed involving Georgiadis/McDonald’s in 2024–2025 |
| Private tech/health tech boards | Unspecified | Not detailed; APP policy governs related‑party transaction review via Audit Committee |
Expertise & Qualifications
- Public company and CEO experience across tech and consumer sectors; deep adtech, product, data privacy, and risk management expertise.
- Designated audit committee financial expert; strong financial/accounting acumen.
- International operations and strategic transactions background; human capital and talent development experience.
- Education: Harvard College (A.B.); Harvard Business School (M.B.A.).
Equity Ownership
| Holder | Class A Shares | Class B Shares | Total | % Ownership | Notes |
|---|---|---|---|---|---|
| Margaret Georgiadis (direct) | 32,478 | — | 32,478 | <1% | As of March 31, 2025 |
| Blue Sage Partners, LLC (shared voting/dispositive power) | 154,500 | — | 154,500 | <1% | LLC interests shared with spouse |
| Combined (beneficial) | 186,978 | — | 186,978 | <1% | APP had 307,673,018 Class A and 30,688,541 Class B outstanding (3/31/2025) |
- Hedging/pledging: APP prohibits hedging and limits pledging to ≤10% of company securities; no pledging disclosures for Georgiadis in the proxy.
Governance Assessment
- Strengths: Independent director; chairs Nominating & Governance; Audit member and financial expert; high meeting attendance; robust committee governance (clawbacks, ownership guidelines, executive sessions); APP does not rely on controlled company exemptions. These factors support board effectiveness and investor confidence.
- Alignment: Director stock ownership guidelines require non‑employee directors to hold equity equal to 500% of annual cash retainer within five years; Georgiadis is subject to this standard (service since 2021). Compliance status not specifically disclosed.
- Conflicts/Related‑Party: No related‑party transactions disclosed involving Georgiadis; Audit Committee actively reviews related‑party matters. Watchlist: any future commercial ties between APP and companies where she holds board or executive roles (e.g., McDonald’s) would fall under related‑party review.
- RED FLAGS: None identified for Georgiadis in 2024–2025 proxy (no late Section 16 filings reported for her; no tax gross‑ups; no option repricings; no related‑party transactions).
Director Compensation Mix and Ownership Alignment (FY2024)
| Metric | Amount | Mix |
|---|---|---|
| Cash fees | 93,750 | — |
| Equity (grant‑date fair value) | 249,922 | — |
| Total | 343,672 | — |
- Policy elements reinforcing alignment: Clawback policy for incentive comp; director stock ownership guidelines; prohibition on hedging and restricted pledging; change‑in‑control full vesting of director awards.
Insider Trades
- Section 16(a) compliance: APP reports all executives/directors complied with filing requirements in 2024, except one late Form 4 for Alyssa Harvey Dawson, Barbara Messing, and Eduardo Vivas due to administrative error; no late filings reported for Georgiadis.
Compensation Committee Analysis (Context for governance)
- 2024 committee members: Craig Billings (Chair), Barbara Messing, Todd Morgenfeld. Engages independent consultant (Semler Brossy); assessed consultant independence and found no conflicts; reviews peer groups, say‑on‑pay feedback, stock ownership guidelines, and enforces clawback policy.
Say‑On‑Pay & Shareholder Feedback
- The Compensation Committee reviews say‑on‑pay advisory votes and stockholder feedback; specific approval percentages not disclosed in the 2025 proxy.