Craig Dixon
About Craig Dixon
Craig Dixon, age 49, has served as an independent director of Vivid Seats (SEAT) since 2021. He is Co‑Founder and Co‑CEO of The St. James, and previously held senior legal roles at Smithfield Foods (2006–2013), earlier practicing at McGuireWoods and Cooley and clerking for Judge James R. Spencer (E.D. Va.). He holds degrees from the College of William & Mary and William & Mary School of Law; he was designated to the Board pursuant to the Stockholders’ Agreement by the Horizon holders .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| The St. James | Co‑Founder & Co‑CEO | Not disclosed | Executive leadership across performance, wellness, lifestyle, tech experiences and destinations |
| Smithfield Foods | Assistant VP, Senior Counsel & Assistant Corporate Secretary | 2006–2013 | Senior legal and corporate governance functions |
| U.S. District Court, E.D. Va. | Law Clerk to Hon. James R. Spencer | Not disclosed | Federal judicial clerkship (legal analysis, drafting) |
| McGuireWoods LLP | Attorney | Not disclosed | Corporate/legal practice |
| Cooley LLP | Attorney | Not disclosed | Corporate/legal practice |
External Roles
| Organization | Role | Tenure | Notes |
|---|---|---|---|
| Episcopal High School | Board of Trustees | Not disclosed | Non‑profit governance |
Board Governance
- Independence: Board determined Dixon qualifies as “independent” under Nasdaq rules (majority‑independent board including Dixon) .
- Classification: Continuing Class II director; current term ends at the 2026 Annual Meeting of Stockholders .
- Committee assignments (current):
- Nominating & Corporate Governance (NCG): Chair
- Audit: Member
- Compensation: Member
- Attendance and engagement:
- 2024 meetings: Board (7), Audit (4), Compensation (4), NCG (2); each director attended ≥75% of aggregate meetings on Board and their committees; executive sessions of independent directors occur at least twice a year .
- 2023 meetings: Board (5), Audit (6), Compensation (3), NCG (1); each director attended ≥75%; independent/private sessions regularly scheduled .
- Risk oversight: As NCG Chair, oversees risks in board structure/independence and conflicts; Audit oversees financial reporting/internal controls/cyber; Compensation oversees compensation risk .
Fixed Compensation
| Item | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | $50,000 | $94,750 (includes $15,000/mo for portion of 2024 on ad hoc special committee) |
| Annual Board Cash Retainer ($) | $40,000 policy baseline | $40,000 policy baseline; committee retainers: Audit member $10,000 ($20,000 Chair), Compensation member $7,500 ($15,000 Chair), NCG member $7,500 ($15,000 Chair); payable quarterly, optional in stock |
| Director Meeting Fees | None (expenses reimbursed) | None (expenses reimbursed) |
Performance Compensation
| Equity Award Terms | FY 2023 | FY 2024 |
|---|---|---|
| Annual RSU Grant – Grant Date | Annual meeting date; grant date fair value $160,000 | June 4, 2024 annual RSU grant; grant date fair value $200,000 |
| Annual RSU – Vesting | Vests in full on earlier of next annual meeting or 1‑year anniversary | Same: vests on earlier of next annual meeting or 1‑year anniversary |
| Initial Appointment RSU | One‑time $320,000, vests in 5 annual installments (policy through end‑2023) | Policy revised: one‑time $200,000, vests in 3 equal annual installments (effective Feb 2024) |
| Unvested RSUs Outstanding at 12/31 | Not disclosed for Dixon | 38,167 unvested RSUs per non‑employee director (excludes Ehrhart, Stewart, Taylor) |
| Change‑in‑Control Treatment | Annual/initial RSUs vest in full immediately prior to change in control, if outstanding | |
| Forfeiture/Acceleration | Unvested RSUs generally forfeit upon service end; Board discretion to accelerate within 30 days for death/disability |
No director stock options are granted; none of the directors hold stock options .
Other Directorships & Interlocks
| Company/Entity | Relationship | Interlock/Designation |
|---|---|---|
| Vivid Seats Stockholders’ Agreement | Dixon designated by Horizon Holders to the Board; Hoya Topco and Horizon hold director designation and voting commitments | |
| Los Angeles Dodgers | Related‑party transaction with Dodgers (Official Ticket Marketplace; ~$2.2M paid in 2024); connection is via director Todd Boehly (>10% owner of Dodgers); no Dixon‑specific related party disclosed |
Expertise & Qualifications
- Legal and governance expertise from senior counsel/corporate secretary experience at Smithfield; federal clerkship; law firm practice .
- Executive operating experience as Co‑CEO in consumer wellness/performance sectors .
- Education: College of William & Mary; William & Mary School of Law .
Equity Ownership
| Metric | Value |
|---|---|
| Beneficial Ownership – Class A Shares | 74,357 shares; <1% of Class A outstanding |
| Options | None held by directors |
| RSUs (Unvested at 12/31/2024) | 38,167 RSUs outstanding unvested (per non‑employee director cohort; excludes specific exceptions) |
| Hedging/Pledging | Prohibited for directors, officers, employees (no hedging, short sales, derivatives, margin purchases, or pledging) |
Governance Assessment
- Board effectiveness: Dixon chairs NCG and serves on Audit and Compensation, aligning with governance/oversight expertise; independence affirmed under Nasdaq rules .
- Engagement: Attendance ≥75% in both 2023 and 2024; Board/committee meeting cadence indicates active oversight; independent executive sessions at least twice per year .
- Compensation & alignment: Mix of cash retainers and time‑based RSUs (annual $200k since 2024; prior $160k) suggests standard market alignment; ability to elect cash retainers in stock increases alignment; no options reduce risk of option repricing .
- Consultant independence: Compensation Committee engaged FW Cook in 2024; determined independent with no conflicts (Feb 2025) .
- Structural considerations:
- Classified board and Stockholders’ Agreement grant designation rights to major holders (Hoya Topco, Horizon); Dixon was designated by Horizon; while Board independence is affirmed, designation rights can influence board composition and investor perception .
- Emerging Growth Company status defers say‑on‑pay advisory votes, limiting direct shareholder feedback on compensation until EGC status ends .
RED FLAGS
- Stockholders’ Agreement confers ongoing director designation rights to major shareholders (potential entrenchment risk for board composition despite independence determinations) .
- Classified board structure can reduce annual accountability (longer director terms) .
Mitigants
- Explicit prohibition on hedging and pledging enhances alignment .
- Independent chair of NCG (Dixon) with chartered responsibility for independence/conflicts oversight .
- Independent compensation consultant confirmed free of conflicts .