Victoria Valenzuela
AppLovinAbout Victoria Valenzuela
Victoria Valenzuela is Chief Legal Officer and Corporate Secretary at AppLovin (APP), serving since May 2020, with prior roles at Machine Zone (CLO) and Cypress Semiconductor (GC/VP), and earlier at Brobeck and Clifford Chance; she holds a BA in Political Science (CSU Fullerton) and a JD from Stanford Law School . She is 51 as of March 31, 2025 and a current executive officer . AppLovin’s performance during her tenure includes 2024 revenue of $4.7B (+43% YoY), net income $1.6B (34% margin), Adjusted EBITDA $2.7B (58% margin), and stock price strength noted by a 713% increase through 2024 under “Pay Versus Performance” disclosures .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Machine Zone, Inc. | Chief Legal Officer & Corporate Secretary | Jan 2015 – Apr 2020 | Led legal and corporate governance; transitioned via AppLovin acquisition |
| Cypress Semiconductor Corp. | General Counsel, VP Legal Affairs & Corporate Secretary | May 2004 – Dec 2014 | Led legal function through period culminating in Cypress’s acquisition by Infineon Technologies |
| Brobeck, Phleger & Harrison LLP; Clifford Chance LLP | Corporate/Technology Attorney | Pre-2004 | Corporate and technology transactions expertise |
External Roles
No public company directorships or external board roles disclosed for Valenzuela .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 400,000 | 400,000 |
| Target Bonus (%) | No annual cash bonus program | No annual cash bonus program |
| Actual Bonus Paid ($) | None | None |
| All Other Compensation ($) | 13,620 (WFH stipend $1,800; 401(k) match) | 15,675 (WFH stipend $1,800; 401(k) match) |
Performance Compensation
AppLovin delivers variable compensation predominantly via equity, not cash bonuses; Valenzuela’s 2023–2024 variable pay comprised time-based RSUs (no PSUs tied to stock-price hurdles for her), vesting quarterly over one year .
| Metric Type | Weighting | Target | Actual | Payout | Vesting |
|---|---|---|---|---|---|
| Time-based RSUs (2023 grants) | N/A | N/A | Granted 440,917 (Feb 3) and 130,039 (Nov 3) | Grant-date FV: $5,828,923 and $5,106,632 | Quarterly over one year (per grant schedules) |
| Time-based RSUs (2024 grants) | N/A | N/A | Granted 32,207 (Oct 30) | Grant-date FV: $5,528,332 | 1/4 on Feb 20, 2025; 1/4 quarterly thereafter |
Equity Ownership & Alignment
- Stock ownership guidelines: 300% of base salary for “other Executive Officers”; qualifying equity excludes unexercised options and performance awards subject to performance conditions .
- Hedging prohibited; pledging limited to no more than 10% of held company securities; margin accounts prohibited .
- Equity-heavy pay mix; no cash bonus plan aligns incentives to shareholder value creation .
| Ownership Detail (as of Mar 31, 2025) | Value |
|---|---|
| Class A shares beneficially owned (#) | 335,885 |
| Ownership as % of Class A | <1% |
| RSUs vesting within 60 days (#) | 14,302 |
| Shares pledged as collateral | Not disclosed; pledging limited by policy |
Vested vs unvested and options/exercisability:
- Outstanding RSUs at 12/31/2024: 25,000 (from 2021 grant) MV $8,095,750; 32,207 (2024 grant) MV $10,429,593 .
- Option exercises in 2024: 187,500 shares exercised; value realized $18,370,152; stock awards vested 155,039 shares; value realized $21,461,325 .
- No currently disclosed unexercised options for Valenzuela as of 12/31/2024; prior 2020 options were fully vested and exercised in 2024 .
Employment Terms
- Employment: At-will; executive employment letters approved by Compensation Committee/Board .
- Covenants: Prohibit competition during employment; restrict diversion of customers; confidentiality; post-employment non-solicitation of employees (duration not specified) .
- Severance (outside CoC period): Lump-sum 12 months base salary plus 12 months COBRA reimbursement .
- Change-in-control (double-trigger): If terminated without cause or resigns for good reason within 3 months before to 12 months after CoC, 18 months base salary, 18 months COBRA, and 100% acceleration of all outstanding equity (performance awards deemed at 100% of target) .
- Clawback: Recovery of excess incentive-based compensation upon accounting restatement (Nasdaq/SEC compliant) .
| Potential Payments at FY-end (Valenzuela) | Outside CoC | Within CoC |
|---|---|---|
| Base Salary ($) | 400,000 | 600,000 |
| COBRA Premiums ($) | 35,984 | 53,976 |
| Acceleration of Equity ($) | — | 18,525,343 |
| Total ($) | 435,984 | 19,179,319 |
Multi-year Compensation and Equity Grants (Valenzuela)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Salary ($) | 400,000 | 400,000 |
| Stock Awards – Grant Date Fair Value ($) | 10,935,554 | 5,528,332 |
| All Other Compensation ($) | 13,620 | 15,675 |
| RSUs Granted (#, date) | 440,917 (02/03/2023) ; 130,039 (11/03/2023) | 32,207 (10/30/2024) |
| RSU Vesting Schedules | Quarterly over 1 year per grant | 1/4 on 02/20/2025; then quarterly |
| Option Exercises (#) | — (no exercises disclosed for 2023) | 187,500; value realized $18,370,152 |
| Stock Vested (#, value) | 465,917; $13,725,910 | 155,039; $21,461,325 |
Company Performance Context (for pay-for-performance alignment)
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Revenue ($B) | 3.3 | 4.7 |
| Net Income ($M) | 357 | 1,580 |
| Adjusted EBITDA ($B) | 1.5 | 2.7 |
| TSR (Indexed $100 from IPO) | $61.12 | $496.67 |
| Stock Price (Company-selected measure) | $36.26 (30-day trailing min) | $298.00 (30-day trailing min) |
Compensation Structure Analysis
- Year-over-year mix: 2023 stock awards for Valenzuela totaled $10.94M vs $5.53M in 2024 as grant-date fair value; no cash bonus in either year, consistent with equity-heavy design .
- Performance linkage: Company-wide PSU program used stock-price hurdles; applied to CEO/CTO, not to Valenzuela; her incentives are primarily time-based RSUs and equity ownership guidelines .
- Governance protections: No tax gross-ups for golden parachutes; clawback adopted (Oct 2, 2023 effective date window) .
- Repricing/modification: No option repricing disclosed; no underwater option modifications noted; directors may elect options in lieu of cash under director policy, separate from executives -.
Risk Indicators & Red Flags
- Hedging prohibited; pledging limited to ≤10% of held securities, reducing alignment risk from hedging/pledging .
- Double-trigger CoC acceleration minimizes single-trigger windfalls, but includes 100% equity acceleration and deemed performance at target, which can be shareholder-sensitive in a transaction scenario .
- Significant vesting and 2024 option exercises indicate potential liquidity events; ongoing equity grants and scheduled vesting can create blackout-window selling pressure, monitored under Insider Trading Policy .
Compensation Peer Group (Benchmarking context)
Peers used across 2023–2024 include The Trade Desk, CrowdStrike, Okta, MongoDB, Twilio, UiPath, Unity, Roblox, HubSpot, Datadog, Snowflake, Atlassian, Elastic, Informatica, Zoom, among others; peer criteria evolved with revenue and market capitalization thresholds to reflect AppLovin’s scale .
Equity Ownership Plan Information (capacity and dilution context)
Remaining shares available under plans as of 12/31/2024: 88,056,549; weighted-average option exercise price $6.30; annual evergreen increases effective Jan 1, 2025 (17,002,087 shares to 2021 Plan; 3,400,417 to ESPP) not reflected in the 12/31/2024 table .
Investment Implications
- Alignment: Valenzuela’s compensation is equity-heavy with no cash bonus, aligning incentives with long-term shareholder outcomes; stock ownership guidelines and clawback reinforce governance alignment .
- Retention risk: Equity vests over one year with ongoing annual RSUs; severance provides 12 months base (18 months under CoC), with double-trigger 100% equity acceleration—adequate retention structure but creates meaningful payout sensitivity in a sale .
- Trading signals: 2024 option exercise and substantial RSU vesting created liquidity events; monitor Form 4 activity and blackout windows for incremental selling pressure trends under the insider policy framework .
- Pay-for-performance: While Valenzuela lacks PSUs, overall executive program uses equity to tie outcomes to stock performance; company achieved outsized 2024 growth (revenue, net income, Adjusted EBITDA) and TSR, improving optics of equity-driven pay .