Mark Anderson

About Mark Anderson

Mark Anderson, age 49, has served as a non-employee director of Vivid Seats Inc. since 2021. He is a Managing Director at GTCR LLC and Head of its Technology, Media, and Telecommunications group; prior roles include Gracie Capital and Bowles Hollowell Conner & Co. He holds a B.A. from the University of Virginia and an MBA from Harvard Business School, and was designated to the SEAT board pursuant to the Stockholders’ Agreement by Hoya Topco (GTCR-affiliated) .

Past Roles

External Roles

Board Governance

• Independence: SEAT’s board determined the following are independent—DeFlorio, Dixon, Masino, Stewart, Taylor—Mark Anderson is not listed among independent directors (non-independent, designated by Hoya Topco) .
• Committee assignments:
  • 2024: Nominating & Corporate Governance (NCG) Committee member and Chair; DeFlorio and Dixon were independent members; Anderson serving pursuant to phase-in after cessation of controlled company status .
  • 2025: Not listed on Audit, Compensation, or NCG committees; current committee chairs are DeFlorio (Audit), Masino (Comp), Dixon (NCG) .
• Attendance and engagement:
  • 2024: Board met 7x; Audit 4x; Compensation 4x; NCG 2x; each director attended ≥75% of applicable board and committee meetings; 7 of 9 directors attended the 2024 annual meeting .
  • 2023: Board met 5x; Audit 6x; Compensation 3x; NCG 1x; each director attended ≥75% of meetings; all directors attended the 2023 annual meeting .
• Executive sessions: Independent directors meet privately at least twice per year; non-management sessions occur regularly .
• Board chair context: Board Chair is designated by Hoya Topco so long as it retains ≥30% voting power; currently David Donnini serves as Board Chair under that provision .

Fixed Compensation

• Policy: Annual cash retainer $40,000; committee retainers—Audit $10,000 ($20,000 Chair), Compensation $7,500 ($15,000 Chair), NCG $7,500 ($15,000 Chair); fees earned quarterly; directors may elect cash retainers in fully vested Class A shares; no per-meeting fees; expenses reimbursed .

Performance Compensation

• Equity structure: Initial RSU grant upon board appointment with grant-date fair value $320,000 (vests in five equal annual installments); annual RSU grants historically $160,000 (vests in full at earlier of day before next annual meeting or first anniversary); 2024 annual grant increased to $200,000 .

• Performance metrics: Director RSUs are time-based; no revenue/EBITDA/TSR or ESG performance metrics disclosed for director equity .

Other Directorships & Interlocks

• Designation rights & interlocks: Anderson was designated by Hoya Topco (GTCR-affiliated) under the Stockholders’ Agreement, which grants director nomination rights tied to ownership levels; GTCR affiliates (including GTCR Investment XI LLC, whose Board of Managers includes Anderson and Donnini) manage Hoya Topco; Hoya Topco and Horizon agreed to vote their shares for designated nominees .
• Potential interlocks: GTCR-affiliated directors (Anderson, Donnini) and Horizon/Eldridge-affiliated directors (Boehly, DeFlorio, Dixon) sit on SEAT’s board under designation rights, indicating sponsor representation .

Expertise & Qualifications

• Financial, investment, and operational expertise from two decades at GTCR overseeing technology and e-commerce investments; deep governance experience across public and private boards .
• Education: University of Virginia; Harvard Business School .
• External governance: Member of Gogo Inc.’s Nominating & Corporate Governance Committee .

Equity Ownership

• Footnote context: Based on Schedule 13G/A, GTCR affiliates have rights to appoint a majority of Hoya Topco’s Board of Managers; GTCR Investment XI LLC’s Board includes Anderson and Donnini; no single person has sole voting/dispositive authority; entities and individuals may be deemed to share beneficial ownership but disclaim such ownership; includes 4,000,000 Class B shares issuable upon Hoya Topco warrants .
• RSUs outstanding: As of 12/31/2023, each non-employee director held 35,501 RSUs outstanding (other than Taylor) ; as of 12/31/2024, each non-employee director held 38,167 unvested RSUs (other than Ehrhart, Stewart, Taylor) .
• Options: None of SEAT’s directors hold options to acquire common stock .

Governance Assessment

• Strengths:
  • Significant TMT investing experience and governance exposure across multiple boards; supports strategic oversight in e-commerce and technology .
  • SEAT’s board and committees maintained strong attendance (≥75%) in 2024 and 2023; independent director executive sessions held at least twice annually .
  • 2025 committee leadership is independent-led (Audit—DeFlorio; Compensation—Masino; NCG—Dixon), with FW Cook engaged as an independent compensation consultant; no consultant conflicts identified .
• RED FLAGS:
  • Non-independent director designated by controlling shareholders under the Stockholders’ Agreement; Hoya Topco retains substantial voting power and director nomination rights; Anderson’s role on GTCR-affiliated boards of managers indicates sponsor influence and potential conflicts on related-party matters .
  • Combined voting power associated with Hoya Topco at ~38%, with beneficial ownership deemed/shared (and disclaimed) among GTCR-related entities and individuals including Anderson; concentration may affect minority investor influence and board dynamics .
  • Board Chair designated by Hoya Topco under Charter while Hoya Topco maintains ≥30% voting power; reflects continued sponsor governance control .

Overall signal: Sponsor-designee, non-independent status and material ownership concentration through Hoya Topco warrant heightened monitoring of related-party transactions, committee independence on sensitive matters, and director engagement in executive sessions and risk oversight .