David Donnini

About David Donnini

David Donnini, age 59, is Managing Director at GTCR, where he leads the Business & Consumer Services Group; he joined GTCR in 1991 after working at Bain & Company, and holds degrees from Yale University and Stanford Graduate School of Business . He has served on Vivid Seats’ board since 2021 and is currently Board Chair, a position designated under the Stockholders’ Agreement by Hoya Topco so long as it retains at least 30% voting power . The board does not classify him as an independent director under Nasdaq rules; in 2025 the independent directors were DeFlorio, Dixon, Masino, Stewart, and Taylor .

Past Roles

External Roles

Board Governance

• Board Chair: Vivid Seats’ Board Chair role is held by Donnini; under the Stockholders’ Agreement, while Hoya Topco and affiliates hold ≥30% voting power, the Chair is designated by Hoya Topco designees .
• Independence: Donnini is not classified as independent; the board’s 2025 independence determination listed DeFlorio, Dixon, Masino, Stewart, and Taylor as independent (majority of the board) .
• Committee assignments (history):
  • 2023: Member, Nominating & Corporate Governance (NCG) Committee (committee not fully independent while phasing out “controlled company” status) .
  • 2024: Chair, Compensation Committee (serving during Nasdaq phase‑in period post‑controlled company cessation) .
  • 2025: No committee assignment shown for Donnini in the committee matrix; he serves as Board Chair (Audit: DeFlorio Chair; Compensation: Masino Chair; NCG: Dixon Chair) .
• Attendance and engagement: In 2024 the board met 7 times; Audit 4, Compensation 4, NCG 2; each director attended ≥75% of the meetings of the board and committees on which they served; independent director executive sessions occur regularly and at least twice per year .
• Classified board: Board size 9; staggered three classes; rationale is continuity and long‑term focus .

Fixed Compensation

• Director fee schedule: Annual cash retainer $40,000; Audit member $10,000 (Chair $20,000); Compensation member $7,500 (Chair $15,000); NCG member $7,500 (Chair $15,000); cash retainers payable in cash or elected vested stock; no per‑meeting fees .
• Ad hoc special committee retainers in 2024 (not recurring): DeFlorio $25,000/month (Chair), Dixon $15,000/month, Masino $15,000/month for a portion of 2024 .

Performance Compensation

• Equity structure:
  • 2024 policy onward: Initial director grant $200,000 grant‑date fair value, vesting in three equal annual installments; annual grant $200,000, vesting fully by the earlier of the day before the next annual meeting or first anniversary; full vesting upon change of control; service‑based (time‑vesting) only .
  • 2023 policy (through end of 2023): Initial director grant $320,000 vesting over five years; annual grant $160,000 vesting fully by the earlier of the day before the next annual meeting or first anniversary; service‑based only .

Other Directorships & Interlocks

• Stockholders’ Agreement: Hoya Topco (GTCR‑affiliated) and Horizon have director designation rights tied to ownership levels; current non‑management directors, including Donnini, were designated under this agreement .
• Board Chair designation: While Hoya Topco retains ≥30% of voting power, the Board Chair is designated by Hoya Topco designees; Donnini was designated under this provision .
• Registration rights: IPO Registration Rights Agreement provides demand/piggyback rights to Hoya Topco and Horizon; company bears related costs; standard indemnities apply .

Expertise & Qualifications

• Finance, investment, operational oversight: Senior private equity leadership with active oversight of technology and consumer services portfolio companies; extensive governance experience from public and private boards .
• Education: Yale University (undergraduate); Stanford Graduate School of Business (MBA) .

Equity Ownership

Governance Assessment

• Positives

  • Experienced capital allocator and operator with multi‑sector governance background; strong finance expertise valuable for strategic oversight .
  • Board now features a majority of independent directors (2025) and independent chairs of Audit (DeFlorio), Compensation (Masino), and NCG (Dixon) committees, which mitigates some independence concerns at the committee level .
  • Anti‑hedging/pledging policy strengthens alignment and reduces risk of adverse incentives .
  • Attendance: each director met ≥75% threshold in 2024; board and committee cadence appears robust (7/4/4/2 meetings) .

• Risks and RED FLAGS

  • Not independent and serves as Board Chair; the Chair role is designated by the GTCR‑affiliated Hoya Topco while it retains ≥30% voting power—this concentration of influence can raise investor concerns about board independence and minority shareholder protections .
  • Historical committee independence: in 2023, the NCG Committee (including Donnini) was not composed of independent directors during the phase‑in period post‑controlled company status, and in 2024 Donnini chaired the Compensation Committee while not independent—both are governance optics issues even if permitted during phase‑in .
  • Related‑party ecosystem: Board composition and rights (Stockholders’ Agreement; registration rights) reinforce influence by major holders; while common in sponsor‑backed companies, it warrants ongoing monitoring for conflicts and fair‑dealing in transactions .

• Context on shareholder voice

  • As an Emerging Growth Company, the company is exempt from certain advisory votes (e.g., say‑on‑pay) for now, limiting direct shareholder feedback on compensation design until EGC status sunsets .

Notes on Disclosures and Omissions

• No director‑specific related‑party transactions were disclosed for Donnini; the only 2024 related‑party item noted concerned a Dodgers partnership tied to another director (Boehly) .
• No pledging or hedging by directors is permitted; no director‑specific pledging was disclosed .
• The proxy does not disclose per‑director ownership guidelines or compliance status; no director‑specific say‑on‑pay results are applicable due to EGC status .

Sources: Vivid Seats Inc. DEF 14A (2025-04-21; 2024-04-24; 2023-04-26)
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