Adam Stewart
About Adam Stewart
Adam Stewart is an independent director of Vivid Seats Inc. (SEAT), appointed effective November 1, 2024. He is Vice President – Consumer, Government & Entertainment at Google LLC, which he joined in 2006; he is 56 and a graduate of the University of Southern California. He was designated to the SEAT board by Hoya Topco Holders under the Stockholders’ Agreement, and the Board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Screenvision LLC | Various management roles | — | — |
| Discovery Communications, LLC | Various management roles | — | — |
| Univision Communications, Inc. | Various management roles | — | — |
External Roles
| Organization | Type | Role | Tenure |
|---|---|---|---|
| Google LLC (subsidiary of Alphabet Inc.) | Private subsidiary | VP – Consumer, Government & Entertainment | Joined 2006; currently serves |
Board Governance
- Committee assignments: Member, Nominating & Corporate Governance (NCG) Committee; NCG chaired by Craig Dixon, with Jane DeFlorio as member .
- Independence: Board affirmatively determined Stewart is independent under Nasdaq rules .
- Board structure: Classified board of nine directors; Board Chair is David Donnini under Charter provisions tied to Hoya Topco voting power .
- Attendance: In 2024, Board met 7 times; Audit 4; Compensation 4; NCG 2; each serving director attended at least 75% of meetings of the Board and committees on which they served. Executive sessions of independent directors occur regularly, at least twice yearly .
| Body | Meetings Held (2024) | Attendance Threshold |
|---|---|---|
| Board | 7 | Each director who served attended ≥75% |
| Audit Committee | 4 | Each director who served attended ≥75% |
| Compensation Committee | 4 | Each director who served attended ≥75% |
| NCG Committee | 2 | Each director who served attended ≥75% |
Fixed Compensation
| Item | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer (non-employee directors) | $40,000 | Earned quarterly; may elect fully vested Class A shares in lieu of cash; no meeting fees; expenses reimbursed |
| Audit Committee Member Retainer | $10,000 | Chair: $20,000 |
| Compensation Committee Member Retainer | $7,500 | Chair: $15,000 |
| NCG Committee Member Retainer | $7,500 | Chair: $15,000 |
| Adam Stewart – Cash Fees Paid (2024) | $7,917 | Partial year after Nov 1, 2024 appointment |
Performance Compensation
| Award Type | Grant Date | Grant Value ($) | Shares/Units | Vesting | Change-in-Control Terms | Notes |
|---|---|---|---|---|---|---|
| RSU (initial appointment grant) | Nov 8, 2024 | $200,000 | 55,944 unvested RSUs outstanding at 12/31/24 | Vests in three equal installments on the first three anniversaries of grant date, subject to continued service | All RSUs vest in full immediately prior to a change in control, to the extent outstanding | Adam Stewart’s appointment grant; grant-date fair value per ASC 718 |
| RSU (annual director grant – policy) | Annual meeting date | $200,000 | — | Vests in full on the earlier of the day immediately preceding the next annual meeting or one year from grant | Same as above | Applies to each non-employee director under policy |
No performance-based equity (PSUs) or option awards are disclosed for directors; director equity consists of time-based RSUs under the non-employee director policy .
Other Directorships & Interlocks
| Organization | Role | Committee Roles | Notes |
|---|---|---|---|
| — | — | — | Proxy biography does not list other public company boards for Stewart |
| Hoya Topco designation | Director designation | — | Stewart designated by Hoya Topco Holders under Stockholders’ Agreement; Board composition influenced by Hoya Topco and Horizon rights |
- Related-party transaction context: Company has RPTs with the Los Angeles Dodgers ($2.2M in 2024; director Todd Boehly >10% owner) and Viral Nation (~$330k in 2024; Boehly-affiliated), reviewed under the related person transaction policy. No Stewart-specific related-party transactions are disclosed .
Expertise & Qualifications
- Core skills: Entertainment and consumer marketing; experience at fast-growing technology companies; senior operating perspective from Google .
- Education: University of Southern California .
- Governance orientation: NCG Committee role includes oversight of independence, conflicts of interest, board structure, and periodic self-evaluations .
Equity Ownership
| Holder | Class A Shares | Class A % | Class B Shares | Class B % | RSUs Unvested | Notes |
|---|---|---|---|---|---|---|
| Adam Stewart | 0 | 0% | 0 | 0% | 55,944 | No beneficial ownership at Record Date (RSUs vesting beyond 60 days not counted); unvested RSUs from initial grant |
- Hedging/pledging: Insider Trading Policy prohibits hedging, short sales, derivative transactions in company equity, margin purchases, and pledging of company securities by directors, officers, and employees .
Governance Assessment
- Independence and committee work: Stewart is independent and serves on the NCG Committee, aligning him with oversight of board independence, conflicts, and governance structure—positive for board effectiveness .
- Ownership alignment: Initial $200k RSU grant with three-year vesting creates multi-year alignment; no options or performance equity disclosed for directors. Beneficial ownership was 0 at Record Date due to vesting timing; continued service required to vest—moderate alignment signal .
- Attendance and engagement: Board and committees met frequently in 2024; each serving director met the ≥75% attendance threshold. Stewart joined late in 2024; future attendance should be monitored for sustained engagement .
- Conflicts and controls: NCG’s remit includes independence and conflicts oversight; Audit Committee reviews RPTs under a formal policy. No Stewart-linked RPTs disclosed; hedging/pledging prohibitions reduce alignment risks—no immediate red flags tied to Stewart .
- Structural considerations: Stewart was designated by Hoya Topco under the Stockholders’ Agreement, and SEAT maintains a classified board. These features can entrench sponsor influence; however, the Board maintains independence determinations and committee oversight—neutral-to-cautious signal for investor confidence .
- Shareholder voice: As an Emerging Growth Company, SEAT is exempt from say‑on‑pay advisory votes through the earlier of several triggers; this reduces near-term shareholder input on compensation governance—monitor as EGC status sunsets .