Lawrence Fey
About Lawrence Fey
Lawrence Fey is Chief Financial Officer of Vivid Seats (SEAT) since April 2020; he previously served on the company’s Board from 2017 to February 2020 and worked at private equity firm GTCR from 2005–2020 as a Managing Director. He is a graduate of Dartmouth College and was 44 as of December 31, 2024 . SEAT’s executive annual incentive plan (AIP) ties pay to revenue and Adjusted EBITDA; for 2024 the company achieved 94.1% of revenue and 90.6% of Adjusted EBITDA versus plan, generating AIP funding at 69.4% of target for all NEOs, including the CFO . In Q2 2024, SEAT posted 20% YoY revenue growth and 42% YoY Adjusted EBITDA growth, with Fey highlighting refinancing and capital allocation flexibility .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Vivid Seats Inc. | Board Member | 2017–2020 | Pre-CFO governance role prior to joining management |
| Vivid Seats Inc. | Chief Financial Officer | 2020–present | Led finance during growth and capital structure optimization |
| GTCR LLC | Managing Director | 2005–2020 | Led and oversaw investments; served on boards of multiple portfolio companies |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Six3 Systems | Director (while at GTCR) | 2005–2020 (GTCR tenure) | Board role on defense/technology investment |
| CAMP Systems | Director (while at GTCR) | 2005–2020 (GTCR tenure) | Board role in aviation software |
| Zayo Group | Director (while at GTCR) | 2005–2020 (GTCR tenure) | Board role on communications infrastructure |
| Cision | Director (while at GTCR) | 2005–2020 (GTCR tenure) | Board role in media/PR software |
| Park Place Technologies | Director (while at GTCR) | 2005–2020 (GTCR tenure) | Board role in data center services |
| GreatCall | Director (while at GTCR) | 2005–2020 (GTCR tenure) | Board role in consumer tech/health |
| Simpli.fi | Director (while at GTCR) | 2005–2020 (GTCR tenure) | Board role in adtech |
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | 309,231 | 340,461 | 345,385 |
| Target Bonus (% of Base) | 50% | 50% | 50% |
| All Other Compensation ($) | 12,200 (401(k) match) | 13,200 (401(k) match) | 13,800 (401(k) match) |
Performance Compensation
| Component | Metric | Weighting | Target Definition | 2024 Actual vs Target | Payout | Vesting/Payment Timing |
|---|---|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Revenue | 50% | Operating plan target = 100% | 94.1% of plan | 69.4% of target (formulaic) | Earned in FY and paid Q1 of following year |
| Annual Incentive Plan (AIP) | Adjusted EBITDA | 50% | Operating plan target = 100% | 90.6% of plan | 69.4% of target (formulaic) | Earned in FY and paid Q1 of following year |
| Equity Grants | Grant Date | Type | Shares/Units | Grant Date Fair Value ($) | Vesting Terms |
|---|---|---|---|---|---|
| 2024 Annual Equity | March 6, 2024 | RSU | 968,992 | $5.0M | 1/3 on 1st anniversary; remainder in 8 equal quarterly installments thereafter |
| 2024 Off-cycle Equity | May 8, 2024 | RSU | 445,000 | $2.4M | Same as above |
| 2023 Annual Equity | March 10, 2023 | RSU | 285,913 (unvested at 12/31/2023) | — | RSUs vest in 16 equal quarterly installments beginning Jan 19, 2022 |
| 2022 Annual Equity | March 11, 2022 | RSU | 81,222 (unvested at 12/31/2023) | — | RSUs vest in 16 equal quarterly installments beginning Jan 19, 2022 |
| Option Awards | Grant Date | Exercise Price | Status/Changes | Vesting |
|---|---|---|---|---|
| 2021 Options | Oct 19, 2021 | $12.86 and $15.00 originally | Dec 7, 2023: cancelled 441,092 options at $12.86–$15.00; repriced 1,031,757 options to $6.76 with “pay original price if exercised within 1-year” provision | 16 equal quarterly installments beginning Jan 19, 2022 |
| 2022 Options | Mar 11, 2022 | $6.76 (post modifications) | Term extension modifications in Dec 2023 (later of six years from grant and three months after termination; see 8-K) | 16 equal quarterly installments beginning Jan 19, 2022 |
| 2023 Options | Mar 10, 2023 | $7.17 | Option modification terms per Dec 2023 8-K apply | As granted; unmodified vesting schedule |
Equity Ownership & Alignment
| Holder | Class A Shares | % of Class A | Combined Voting Power (%) |
|---|---|---|---|
| Lawrence Fey | 2,650,531 | 2.0% | 1.3% |
| Shares outstanding baseline | 130,329,918 Class A; 76,225,000 Class B | — | — |
- Insider trading policy prohibits hedging, short sales, transactions in derivatives, margin purchases and pledging of company securities by directors, officers, and employees (reduces misalignment risk) .
- Equity ownership guidelines not disclosed; awards subject to any claw-back policy adopted by the company .
Outstanding Equity at 2024 Fiscal Year-End (Lawrence Fey)
| Award Type | Grant Date | Options Exercisable (#) | Options Unexercisable (#) | Exercise Price ($) | Expiration | RSUs Unvested (#) | Market Value of Unvested RSUs ($) |
|---|---|---|---|---|---|---|---|
| Stock Options | Oct 19, 2021 | 397,878 | 132,626 | $6.76 | 10/19/31 | — | — |
| RSUs | Oct 19, 2021 | — | — | — | — | 50,000 | $231,500 |
| Stock Options | Mar 11, 2022 | 459,481 | 41,772 | $6.76 | 3/11/32 | — | — |
| RSUs | Mar 11, 2022 | — | — | — | — | 16,245 | $75,214 |
| Stock Options | Mar 10, 2023 | 362,372 | 258,840 | $7.17 | 3/10/33 | — | — |
| RSUs | Mar 10, 2023 | — | — | — | — | 119,132 | $551,581 |
| RSUs | Mar 6, 2024 | — | — | — | — | 968,992 | $4,486,433 |
| RSUs | May 8, 2024 | — | — | — | — | 445,000 | $2,060,350 |
Employment Terms
| Provision | Lawrence Fey |
|---|---|
| Employment basis | At-will; Employment and Restrictive Covenants Agreement dated April 1, 2020; employment agreement effective Oct 18, 2021; amended June 26, 2024 |
| Non-compete / Non-solicit | During employment and for two years post-termination; covers customers and employees |
| Confidentiality / Non-disparagement | Perpetual confidentiality; mutual non-disparagement |
| Severance (Qualifying Termination) | Lump-sum cash equal to 12 months base salary; prorated annual cash incentive for year of termination at 50% of target; prior-year unpaid bonus if any; lump-sum COBRA premiums for 12 months |
| Change-in-Control (CIC) | If Qualifying Termination within 12 months before or after CIC: same severance as above; AIP payout not prorated and determined at 100% of target for Mr. Fey; immediate vesting of all unvested equity awards (double-trigger for equity) |
| Good Reason / Cause definitions | Detailed definitions provided (material role change, pay reduction >10%, breach, relocation >30 miles; Cause includes misconduct, breach, felony, etc.) |
Compensation History (Summary Compensation Table)
| Year | Salary ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| 2022 | 309,231 | 2,000,000 | 2,000,000 | 167,139 | 12,200 | 4,488,570 |
| 2023 | 340,461 | 2,049,996 | 2,050,000 | 251,261 | 13,200 | 4,704,918 |
| 2024 | 345,385 | 7,859,551 (includes RSUs and incremental expense related to Hoya Topco transaction) | — | 119,849 | 13,800 | 8,338,585 |
Governance, Policies, and Red Flags
- Anti-hedging/short sales/derivatives ban and prohibition on pledging for all insiders; reduces misalignment and leverage risk .
- Awards subject to claw-back per company policy or award agreements .
- 2023 option repricing and cancellations (underwater options reduced to $6.76, with a one-year original-price exercise requirement); repricing is a governance red flag but was positioned as retention without new dilution .
- Emerging Growth Company (EGC) status through at least 2026 unless thresholds met; exemptions from say-on-pay and certain disclosures mean less external compensation oversight for now .
Performance & Track Record
| Period | KPI | Result |
|---|---|---|
| FY2024 (vs operating plan) | Revenue | 94.1% of target |
| FY2024 (vs operating plan) | Adjusted EBITDA | 90.6% of target |
| Q2 2024 | Revenue YoY | +20% to $198.3M |
| Q2 2024 | Adjusted EBITDA YoY | +42% to $44.2M |
CFO commentary emphasized refinancing and cash deployment flexibility for repurchases and M&A, adding $125M to cash and reducing interest rate in Q2 2024 .
Additional Notes on Insider Activity
- Form 4 transaction data would illuminate near-term selling pressure, option exercises, and withholding sales; monitoring is recommended around quarterly vest dates given the 2024 RSU schedules .
- Company signatures on multiple 8-Ks and 10-Q/10-K certifications confirm active CFO role in filings compliance .
Investment Implications
- Alignment: Large multi-year RSU grants in 2024 with quarterly vesting and a two-year post-termination non-compete create retention and alignment; pledging and hedging are prohibited, and ownership is meaningful at 2.0% of Class A .
- Incentive design: Cash incentives are formulaic against revenue and Adjusted EBITDA with symmetric funding bands; 2024 payouts were sub-target (69.4%) reflecting underperformance vs plan—a pay-for-performance signal .
- Governance risk: 2023 option repricing is a notable red flag; however, it was implemented alongside cancellations and term adjustments to preserve cash and retention without significant new dilution .
- CIC economics: Double-trigger equity acceleration and non-prorated, target-level AIP under CIC raise potential cost on change-of-control but also provide clarity; severance at 12 months salary is moderate for CFO .
- Near-term trading pressure: RSU schedules (1/3 cliff one year from grant, then quarterly) create predictable vest events; monitor Form 4 filings around March and May anniversaries for any sell-to-cover or discretionary sales .