Jane DeFlorio
About Jane DeFlorio
Independent director of Vivid Seats Inc. since 2021; age 54; former Managing Director in Retail & Consumer Investment Banking at Deutsche Bank and Executive Director in Consumer & Retail Investment Banking at UBS. She is designated an audit committee financial expert and serves as Chair of SEAT’s Audit Committee; education includes University of Notre Dame (undergraduate) and Harvard Business School (MBA) .
Past Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Deutsche Bank AG | Managing Director, Retail & Consumer Sector Investment Banking Coverage | 2007–2013 | Led coverage; deep finance and retail-sector expertise |
| UBS Group AG | Executive Director, Investment Banking Consumer & Retail Group | 2002–2007 | Structured consumer/retail transactions |
External Roles
| Organization | Role | Tenure | Committees / Impact |
|---|---|---|---|
| Curbline Properties Corp. (NYSE: CURB) | Director | Current | Audit Committee Chair; Compensation Committee member |
| Parsons School of Design | Director | Current | Governance contributor |
| Museum at Fashion Institute of Technology | Director | Current | Governance contributor |
| The New School University (Board of Trustees) | Trustee | Current | Audit & Risk Committee Chair; Governance Committee member |
| University of Notre Dame | Advisory Council (School of Engineering) | Current | Advisory oversight |
| SITE Centers Corp. (NYSE: SITE) | Former Director | Prior | Board service |
| Perry Ellis International, Inc. | Former Director | Prior | Board service |
Board Governance
- Board classification: SEAT has a classified board (three classes); DeFlorio is a Class I director and was re-elected in 2025 for a term through the 2028 annual meeting .
- Committee assignments: Audit Committee Chair and audit committee financial expert; member of Compensation Committee and Nominating & Corporate Governance Committee (NCG) .
- Independence: Board determined DeFlorio is independent under Nasdaq rules; SEAT’s board now majority-independent following phase-in post “controlled company” status change .
- Attendance and engagement: In 2024, each director attended at least 75% of board and applicable committee meetings; executive sessions of independent directors occur regularly, at least twice annually .
- 2025 shareholder voting outcome (confidence signal): DeFlorio received 88,061,361 votes “For” and 26,075,619 “Withhold,” with 27,667,067 broker non-votes; she was elected alongside Chia and Donnini .
- Designation rights: DeFlorio was initially designated pursuant to SEAT’s Stockholders’ Agreement by the Horizon holders (Eldridge-affiliated); director designation rights persist based on ownership thresholds .
Fixed Compensation
| Component | Amount | Notes |
|---|---|---|
| Annual Board Cash Retainer | $40,000 | Standard non-employee director retainer |
| Audit Committee Chair Fee | $20,000 | Chair retainer (members $10,000) |
| Compensation Committee Member Fee | $7,500 | Chair $15,000 |
| NCG Committee Member Fee | $7,500 | Chair $15,000 |
| 2024 Actual Cash Fees (DeFlorio) | $113,333 | Includes ad hoc special committee chair fees of $25,000 per month during a portion of 2024 |
Notes:
- Non-employee directors may elect to receive retainers in fully vested Class A shares; expenses reimbursed; no meeting fees .
Performance Compensation
| Equity Award | Grant Value | Grant Date | Vesting | Unvested RSUs at 12/31/24 |
|---|---|---|---|---|
| Annual Director RSU | $200,000 | June 4, 2024 | Vests in full on the earlier of the day before the next annual meeting or first anniversary of grant; accelerates on change in control | 38,167 RSUs (typical for non-employee directors at 12/31/24) |
Notes:
- Initial appointment RSU grants are $200,000 and vest over three years; unvested RSUs accelerate upon change in control .
- Director equity is time-based; no disclosed director performance metrics tied to compensation (performance metrics apply to executive AIP, not directors) .
Other Directorships & Interlocks
| Entity | Relationship to SEAT | Potential Conflict |
|---|---|---|
| Curbline Properties Corp. | Unrelated sector (real estate) | No SEAT-related conflicts disclosed |
| Parsons, Museum at FIT, The New School | Non-profit/academic roles | No SEAT-related conflicts disclosed |
| SITE Centers, Perry Ellis (former) | Prior roles | No SEAT-related conflicts disclosed |
- Related person transactions disclosed by SEAT involve the Los Angeles Dodgers and Viral Nation (Eldridge-affiliated entities), not DeFlorio; no DeFlorio-specific related party transactions are disclosed .
Expertise & Qualifications
- Finance and investment banking expertise in retail/consumer; audit committee financial expert designation .
- Leadership across public boards and academic institutions; strategic development, risk management, and governance experience .
- Education: University of Notre Dame; Harvard Business School .
Equity Ownership
| Metric | Value | Notes |
|---|---|---|
| Class A Shares Beneficially Owned | 119,746 | Less than 1% of Class A outstanding |
| Options | None | Directors hold no stock options per proxy footnote |
| Unvested RSUs (12/31/24) | 38,167 | Typical across non-employee directors, excluding noted exceptions |
| Hedging/Pledging | Prohibited | Insider Trading Policy bans hedging, derivatives, short sales, margin purchases, and pledging |
Governance Assessment
- Strengths: Independent director; Audit Committee Chair and financial expert; strong finance background; consistent meeting attendance; robust insider trading policy prohibiting hedging/pledging; majority-independent board and fully independent committees per phase-in .
- Shareholder signal: DeFlorio’s 2025 “For” vote was materially lower than Chia and Donnini (88.1M For vs. 104.6M–105.6M), indicating comparatively higher withhold rates; continued monitoring of vote trends is warranted .
- Compensation alignment: Director pay balanced between cash retainers and time-based RSUs; 2024 included ad hoc special committee chair fees reflecting increased workload. No director performance equity metrics—typical for boards, but lowers pay-for-performance linkage at the director level .
- Potential risks and red flags:
- Option repricing for executives in December 2023 (exercise prices reduced to $6.76) was approved by the Compensation Committee, where DeFlorio is a member; option repricing is often viewed negatively by investors and merits scrutiny of committee rationale and disclosure .
- Stockholders’ Agreement designation by a significant holder (Horizon) introduces perceived influence risks despite formal independence; mitigated by Nasdaq independence determination and majority-independent board/committees .
- EGC status reduces shareholder advisory oversight (e.g., no say-on-pay votes); governance transparency depends on committee processes and disclosures .
- No DeFlorio-tied related party transactions or pledging/hedging concerns disclosed, reducing conflict risk .
Overall, DeFlorio’s audit leadership, independence, and finance expertise support board effectiveness. Investors should monitor director vote support, compensation committee decisions (e.g., future repricings or award structure changes), and any evolving interlocks given Horizon/Eldridge affiliations to ensure continued alignment with minority shareholders .