Maynard Webb
AppLovinAbout Maynard Webb
Maynard Webb, age 69, joined AppLovin’s Board in April 2025 as an independent director and serves on the Audit Committee and the Nominating and Corporate Governance Committee. He is the founder of Webb Investment Network and former COO of eBay; he currently sits on the boards of Salesforce and Visa, and previously served as Chairman of Yahoo! Inc. He holds a Bachelor of Applied Arts from Florida Atlantic University .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| eBay, Inc. | Chief Operating Officer | 2002–2006 | Led scale-up of global commerce operations |
| eBay Technologies | President | 1999–2002 | Technology leadership at eBay |
| Gateway, Inc. | SVP & Chief Information Officer | Pre-1999 | Enterprise IT leadership |
| Bay Networks, Inc. | VP & Chief Information Officer | Pre-1999 | Network products IT leadership |
| LiveOps, Inc. | Chairman; Chief Executive Officer | Chairman 2008–2013; CEO 2006–2011 | Led cloud-based call center company |
External Roles
| Organization | Role | Status | Tenure/Notes |
|---|---|---|---|
| Salesforce, Inc. (NYSE: CRM) | Director | Current | Public company directorship |
| Visa Inc. (NYSE: V) | Director | Current | Public company directorship |
| Yahoo! Inc. | Chairman of the Board | Prior | Served until 2017 |
Board Governance
- Independence: Board determined Webb is independent under Nasdaq rules; APP remains a “controlled company” but does not rely on exemptions (majority independent board; all committees fully independent) .
- Committee assignments: Audit Committee member (designated audit committee financial expert); Nominating & Corporate Governance Committee member .
- Board/committee attendance: In 2024, directors attended ≥89% of board/committee meetings; aggregate 98%. Webb joined in 2025, so 2024 attendance for him not applicable .
- Election outcomes: Elected at 2025 Annual Meeting with 811,639,018 votes For; 7,765,881 Withhold; 32,390,840 broker non-votes .
Committee Memberships and Roles
| Committee | Role | Financial Expert |
|---|---|---|
| Audit Committee | Member | Yes (Audit Committee financial expert) |
| Nominating & Corporate Governance Committee | Member | N/A |
2025 Election Vote Detail
| Votes For | Votes Withheld | Broker Non-Votes |
|---|---|---|
| 811,639,018 | 7,765,881 | 32,390,840 |
Fixed Compensation
- Cash compensation policy (updated Feb 2025):
- Board member annual cash retainer: $50,000; Lead Independent Director $75,000; Chair of Board $60,000 .
- Committee cash retainers: Audit Chair $35,000; Audit member $10,000; Compensation Chair $30,000; Compensation member $10,000; Nominating & Corporate Governance Chair $25,000 (raised from $15,000); Nominating member $10,000 (raised from $5,000). Paid quarterly pro rata; directors may elect RSUs or non-qualified stock options in lieu of cash .
| Component | Amount | Notes |
|---|---|---|
| Board member retainer | $50,000/year | Pro rata; option to elect RSUs/options in lieu of cash |
| Audit Committee member | $10,000/year | Member (not chair) |
| Nominating & Corporate Governance member | $10,000/year | Member (not chair) |
Performance Compensation
Director equity is time-based (not performance-based). Non-employee directors elect RSUs or non-qualified stock options; vesting follows policy below. No director performance metrics (e.g., EBITDA, TSR) are used for equity awards .
| Equity Award | Grant Value | Vesting | Instrument | Change-in-Control |
|---|---|---|---|---|
| Initial Award (for new non-employee directors; increased Feb 2025) | $500,000 grant-date fair value, rounded to nearest share | 12 equal quarterly installments starting next standard quarterly vest date (Feb 20/May 20/Aug 20/Nov 20), subject to service | Director’s election: RSUs or non-qualified stock options | Outstanding director awards fully vest on “change in control” as defined in 2021 Plan |
| Annual Award (at each Annual Meeting; increased Feb 2025) | $300,000 grant-date fair value, rounded | Vest on earlier of 1-year anniversary or day prior to next Annual Meeting, subject to service | Director’s election: RSUs or non-qualified stock options | Same as above |
| Maximum annual comp cap | $750,000/year; $1,000,000 in initial year of service | Applies to director cash+equity; excludes employee/consultant comp | N/A | N/A |
Other Directorships & Interlocks
- Current public boards: Salesforce (CRM), Visa (V). Prior: Yahoo! (Chairman). No APP disclosure of committee roles at those companies; no disclosed interlocks involving APP competitors/suppliers/customers in proxy/8‑K .
- Related-party/arrangements: APP 8‑K states no arrangements/understandings in selection; no related-party transactions requiring Item 404(a) disclosure; no family relationships with APP directors/officers .
Expertise & Qualifications
- Extensive operator experience (COO at eBay; CIO at Gateway and Bay Networks) and board governance at technology leaders; founder/investor at Webb Investment Network .
- Audit committee financial expert designation under Item 407(d) (financial literacy/sophistication) .
- International operations, strategic transactions, and governance oversight experience relevant to APP’s risk oversight model .
Equity Ownership
- Beneficial ownership at APP (as of March 31, 2025): 147,886 Class A shares; <1% of Class A outstanding and voting power; held indirectly via Webb Investment Network (wholly owned by Webb and spouse) .
- Director ownership guidelines: Non-employee directors must hold equity equal to 500% of annual board cash retainer; counts common stock and certain RSUs; excludes unexercised options and unearned performance awards; 5-year period to comply .
Beneficial Ownership Detail
| Holder | Class A Shares | % Class A | Class B Shares | % Class B | Notes |
|---|---|---|---|---|---|
| Maynard Webb | 147,886 | * (<1%) | — | — | Indirect via Webb Investment Network |
Insider Filings and Transactions
| Filing | Filing Date | Security | Amount | Ownership Form | Note |
|---|---|---|---|---|---|
| Form 3 (Initial Statement) | 2025-04-11 | Class A Common Stock | 147,886 | Indirect (I) | Held by Webb Investment Network (wholly owned by Webb and spouse) |
Fixed Compensation (Director Policy vs. Alignment)
- APP prohibits hedging of company securities; pledging limited to ≤10% of company securities held, under the Insider Trading Policy .
- Equity Ownership Guidelines in place for directors (500% of cash retainer), aligning incentives; administered by Compensation Committee .
Governance Assessment
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Strengths:
- Independence and audit financial expert designation bolster audit quality and risk oversight; committees are fully independent .
- Strong election support at 2025 Annual Meeting (811.6M For; 7.8M Withhold), signaling investor confidence; auditor ratification overwhelmingly approved .
- No related-party transactions; standard indemnification agreement; transparent director compensation framework with clear vesting and CIC treatment .
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Considerations/Watch items:
- APP’s controlled company status centralizes voting power with Voting Agreement Parties (Foroughi/Chen), although APP does not rely on exemptions; monitor balance between control and independent oversight .
- Director equity is time-based (no performance metrics), which is typical but offers limited pay-for-performance linkage at board level; adherence to ownership guidelines mitigates alignment concerns .
- Hedging prohibited and pledging constrained by policy; continue to monitor any pledging or changes in insider positions; no pledging disclosed for Webb in APP filings .
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Net view: Webb’s appointment adds seasoned operator and governance experience to key oversight committees (Audit and Nominating), with clear independence and strong shareholder support—positive for board effectiveness and investor confidence .