David Arroyo
BuzzFeedAbout David Arroyo
David Arroyo is Chief Legal & Compliance Officer and Corporate Secretary at BuzzFeed, Inc. (BZFD), serving in this role since January 2023 after joining BuzzFeed in 2019; he is 56 and holds a J.D. (University of Michigan Law School, 1995) and an A.B. in Political Science and Public Policy (Duke University, 1991) . He co-chairs BuzzFeed’s Risk & Compliance Committee and is central to disclosure controls and enterprise risk management, aligning legal, compliance, and SOX oversight with board-level risk processes . Executive annual incentives are tied to company Revenue and EBITDA (35% weight each, with the remainder discretionary), and no corporate bonuses were paid for 2024 due to financial performance; however, the compensation committee awarded one-time discretionary cash and RSUs for 2024 contributions . Recent operating context includes Q3 2025 revenue of $46.3 million (down 17% YoY) and Adjusted EBITDA of $0.8 million, underscoring a challenging backdrop during part of Arroyo’s tenure .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| BuzzFeed, Inc. | Chief Legal & Compliance Officer and Corporate Secretary | Jan 2023–present | Co-chaired Risk & Compliance Committee; oversight of disclosure controls and compliance risk |
| BuzzFeed, Inc. | SVP, Chief Compliance Officer & Head of Litigation | Jan 2022–Dec 2022 | Established compliance and litigation leadership infrastructure |
| BuzzFeed, Inc. | VP & Associate General Counsel | Jul 2019–Dec 2021 | Supported legal affairs through public-listing transition |
| Discovery, Inc. (n/k/a Warner Bros. Discovery) | SVP, Global Head of Compliance | 2018–2019 | Led global compliance in a multinational media conglomerate |
| Scripps Networks Interactive, Inc. | SVP (various Legal/Compliance roles) | 2004–2018 | Advanced ethics, compliance, internal audit and legal affairs at scale |
| Gibson, Dunn & Crutcher LLP; Kirkland & Ellis LLP | Attorney | Not disclosed | BigLaw training and execution in complex legal matters |
| U.S. District Court (Judge James G. Carr) | Law Clerk | Not disclosed | Federal judicial clerkship experience |
External Roles
No public company board roles or external directorships disclosed in BuzzFeed’s filings for Arroyo .
Fixed Compensation
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Base Salary ($) | 375,000 | 386,250 |
| Target Bonus (%) | 50% of base | 50% of base |
| Corporate Bonus Paid ($) | 0 (no corporate bonuses paid for 2023) | 0 (no corporate bonuses paid for 2024) |
| Discretionary Cash Bonus ($) | — | 84,094 (paid in 4 installments Mar–Jun 2025) |
| Transaction Bonuses ($) | — | 193,125 (two lump-sum transaction bonuses) |
| All Other Compensation ($) | 4,903 | 6,422 |
| Total Reported Compensation ($) | 1,116,110 | 1,372,223 |
Performance Compensation
Annual Incentive Metrics (Corporate Bonus Plan, FY 2024)
| Metric | Weighting | Target Structure | Actual Outcome | Payout | Vesting/Timing |
|---|---|---|---|---|---|
| Revenue | 35% | Threshold at 90% of board-approved budget; up to 225% payout if ≥200% of target | Not disclosed; plan paid $0 company-wide | $0 under plan | N/A |
| EBITDA | 35% | Threshold at 50% of target; up to 200% payout if ≥200% of target | Not disclosed; plan paid $0 company-wide | $0 under plan | N/A |
| Individual/Discretionary | 30% | Committee assessment | Committee awarded discretionary bonuses for 2024 contributions | $84,094 cash; 17,372 RSUs vest 100% at 1-year | RSUs vest 100% at first anniversary |
Equity Awards Outstanding (as of Dec 31, 2024)
| Award | Grant Date | Units/Options | Exercise Price ($) | Expiration | Vesting | Market Value ($ at 12/31/24) |
|---|---|---|---|---|---|---|
| Options | 12/3/2019 (Legacy converted) | 5,738 | 33.36 | 12/2/2029 | Fully vested | — |
| RSUs | 2/22/2022 | 374 | — | — | Vested 2/15/2025 | 999 |
| RSUs | 6/13/2022 | 657 | — | — | 50% vested 2/15/2025; 50% vest 5/15/2025 | 1,754 |
| RSUs | 5/19/2023 | 150,866 | — | — | 1/6 vested 2/19/2025; remaining 5/6 vest in five equal quarterly installments thereafter | 402,812 |
| Options | 5/16/2024 | 452,600 | 2.18 | 5/15/2034 | 1/3 vest 5/1/2025; remaining 2/3 in 8 equal quarterly installments thereafter | — |
Note: 25,144 RSUs from the 5/19/2023 grant vested on 11/19/2024 but settled 3/5/2025 and are not included in the 12/31/2024 outstanding table .
Discretionary Equity for 2024 Contributions
| Name | Discretionary Cash Bonus ($) | Discretionary RSUs (units) | RSU Vesting |
|---|---|---|---|
| David Arroyo | 84,094 | 17,372 | 100% on first anniversary of grant |
Equity Ownership & Alignment
| Ownership Element | As of/Date | Detail |
|---|---|---|
| Total Beneficial Ownership | Mar 31, 2025 | 309,606 Class A shares; ~1% of Class A outstanding |
| Breakdown | Mar 31, 2025 | 101,685 directly owned; 51,317 RSUs scheduled to vest on 2/15/2025, 2/19/2025, 5/15/2025, 5/19/2025; 156,604 vested options |
| Shares Outstanding (reference) | Apr 4, 2025 (record date) | 37,181,861 Class A; 1,343,299 Class B |
| Ownership Guidelines | Adopted Dec 2022 | Executives expected to own ≥2x base salary within 5 years; unvested RSUs count; compliance expected by 2027 for those subject since 2022 |
| Hedging/Pledging Policy | Ongoing | Hedging prohibited; pledging prohibited except limited pre-approved cases by the Chief Legal Officer; margin accounts prohibited |
| Clawback Policy | Adopted | Company has a Policy for Recovery of Erroneously Awarded Compensation (restatement-triggered) |
Employment Terms
| Term | Details |
|---|---|
| Employment Agreement | At-will; offer letter dated July 8, 2019, amended Nov 9, 2022 |
| Base Salary | $375,000 as of Jan 1, 2023; subject to future adjustments |
| Target Bonus | 50% of base (annual) |
| Equity History | 2019 options (converted post-SPAC) at $33.36; subsequent RSUs in 2022 and 2023; significant 2024 option grant at $2.18 |
| Outside Employment | Prohibited without prior written consent; may not assist competitors or hire company employees while employed |
| Benefits | Eligible for broad employee benefit plans; 401(k) plan with discretionary match and profit sharing |
| Severance & Change-of-Control | Covered under Change in Control and Severance Plan; Tier 2 participant |
| Severance (no CoC, Qualifying Termination) | 9 months base + greater of prorated target bonus or 75% of target; up to 9 months COBRA reimbursement |
| Severance (within 12 months post-CoC, Qualifying Termination) | 12 months base + prorated target bonus + 100% of target; 12 months COBRA; 100% acceleration of unvested equity (performance awards at target) |
| Equity Plan Acceleration | 2021 Plan uses double-trigger; no automatic acceleration upon CoC for employees; non-employee directors accelerate; severance plan provides acceleration for executives as above |
Vesting Schedules and Insider Selling Pressure
- Near-term RSU vesting cadence: portions vested 2/15/2025 and 2/19/2025; additional tranches vest 5/15/2025 and then quarterly thereafter for the 5/19/2023 grant, which can create incremental sellable supply as units settle and tax withholding occurs .
- 2024 options: 1/3 vest 5/1/2025 and remaining 2/3 in eight quarterly installments thereafter, adding potential exercise and selling windows as tranches vest; options are long-dated (expiring 2034) .
- Pledging/hedging constraints and ownership guidelines should mitigate misalignment risks and reduce aggressive near-term monetization, subject to committee oversight and policy enforcement .
Compensation Structure Analysis
- Shift toward equity and options: Significant 2024 option grant (452,600 options at $2.18) increases at-risk, performance-linked compensation, aligning with shareholder value creation through stock price appreciation .
- Discretionary bonuses in absence of plan payouts: Despite zero corporate bonus payouts for 2024, the committee awarded discretionary cash and RSUs acknowledging contributions—important for retention but a watchpoint for pay-for-performance optics .
- Governance safeguards: Double-trigger equity, clawback policy, and hedging/pledging prohibitions reduce red-flag risk around misaligned awards and opportunistic monetization .
Investment Implications
- Alignment and retention: Tier 2 severance with full equity acceleration post-CoC and meaningful ongoing vest schedules support executive retention but also imply potential selling pressure around vest/settlement dates; policies limit hedging/pledging and enforce ownership build over time .
- Pay-for-performance signal: Zero corporate plan bonuses for 2024 alongside discretionary payouts suggests tight linkage to company performance with pragmatic retention measures; heavy option orientation ties upside directly to share appreciation .
- Execution risk: As co-chair of the Risk & Compliance Committee and Corporate Secretary, Arroyo’s role is pivotal in disclosure integrity and compliance—operational execution and risk controls remain key, especially amid soft reported operating results (Q3 2025 revenue and EBITDA trends) .
- Trading considerations: Anticipate periodic Form 4 activity around quarterly RSU vesting and option vesting schedules; watch for 5/1/2025 option vesting and subsequent quarterly tranches, as well as RSU settlement-driven sales and tax withholding dynamics .