Martin Taylor
About Martin Taylor
Martin Taylor (Age: 55) is an independent director of Vivid Seats Inc. (SEAT), serving since 2021. He is a Senior Managing Director at Vista Equity Partners and previously spent more than 13 years at Microsoft in corporate strategy, sales, product marketing, and segment leadership across North and Latin America. He serves on the boards of Jamf Holding Corp. (JAMF) and Integral Ad Science Holding Corp. (IAS), each with compensation and nominating committee roles; he previously served on Ping Identity’s board. He attended George Mason University . The board has affirmatively determined he is independent under Nasdaq rules .
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Microsoft Corporation | Strategy, sales, product marketing; segment-focused teams (North & Latin America) | 13+ years | Senior operating roles across multiple segments |
External Roles
| Organization | Ticker | Role | Committees |
|---|---|---|---|
| Vista Equity Partners | — | Senior Managing Director | — |
| Jamf Holding Corp. | JAMF | Director | Compensation; Nominating |
| Integral Ad Science Holding Corp. | IAS | Director | Compensation; Nominating |
| Ping Identity Holding Corp. (prior) | — | Former Director | — |
Board Governance
- Independence: Independent (Nasdaq) .
- Committee assignments (current): Not listed on Audit, Compensation, or NCG; independent status confirmed .
- Board/committee meetings and attendance: In 2024, Board met 7x; Audit 4x; Compensation 4x; NCG 2x. All directors met ≥75% attendance across Board and their committees .
- Executive sessions: Independent directors meet in executive session regularly, at least twice per year .
- Board leadership: Chair is David Donnini; CEO is Stanley Chia .
- Designation rights: Taylor was designated under the Stockholders’ Agreement by the Hoya Topco Holders (GTCR-affiliated); Hoya Topco and Horizon retain director designation/voting commitments per the agreement .
| Committee | Chair | Members |
|---|---|---|
| Audit | Jane DeFlorio (Financial Expert) | Craig Dixon; Julie Masino |
| Compensation | Julie Masino | Jane DeFlorio; Craig Dixon |
| Nominating & Corporate Governance (NCG) | Craig Dixon | Jane DeFlorio; Adam Stewart |
| Martin Taylor | — | Not currently listed on committees (Independent) |
Fixed Compensation
Taylor receives no director compensation due to restrictions imposed by his employer; he also receives no RSUs .
| Metric | FY 2023 | FY 2024 |
|---|---|---|
| Fees Earned or Paid in Cash ($) | — | — |
| Stock Awards ($) | — | — |
| Total ($) | — | — |
Reference (policy, for context): Non-employee directors generally receive $40,000 cash retainer; committee retainers: Audit $10,000 ($20,000 chair), Compensation $7,500 ($15,000 chair), NCG $7,500 ($15,000 chair); annual RSU grants $200,000; one-time $200,000 RSU at initial appointment. Taylor does not receive these due to employer restrictions .
Performance Compensation
- No performance-linked metrics are disclosed for director compensation; director RSUs vest time-based. Taylor receives no RSUs .
| Performance Metric | Target | Outcome/Payout |
|---|---|---|
| Director performance metrics (cash/equity) | Not applicable | No performance-based director comp disclosed; Taylor receives no RSUs |
Other Directorships & Interlocks
| Entity | Relationship to SEAT | Interlock/Conflict Note |
|---|---|---|
| Jamf Holding (JAMF); Integral Ad Science (IAS) | Unrelated sectors (software; ad verification) | Service on compensation/nom committees; no SEAT-related transaction disclosed |
| Hoya Topco/GTCR (designation rights) | Stockholders’ Agreement grants board designation rights | Taylor designated by Hoya Topco Holders; structural influence from major holders |
| Related-party transactions (SEAT) | Dodgers partnership; Viral Nation services; TRA | Disclosures involve Boehly/Eldridge and TRA; no transactions involving Taylor disclosed |
Expertise & Qualifications
- Deep operating and strategic experience in technology from Microsoft; financial/strategy skills from Vista Equity Partners; public board governance expertise at JAMF and IAS .
- Independent director; not currently on SEAT committees .
Equity Ownership
- Beneficial ownership: No Class A or Class B shares reported for Taylor in SEAT’s ownership tables .
- Hedging/pledging: Company policy prohibits hedging, short sales, derivatives, margin purchases, and pledging for all directors/officers .
| Period | Class A Shares | Class B Shares | Ownership % | Notes |
|---|---|---|---|---|
| Record date: Apr 7, 2025 (Annual Meeting) | — | — | <1% | No reported beneficial ownership |
| Record date: Jul 8, 2025 (Special Meeting) | — | — | — | No reported beneficial ownership |
Insider Trades
| Date Range | Form 4 Transactions | Notes |
|---|---|---|
| 2023-01-01 to 2025-11-20 | None found | Insider-trades skill query returned 0 Form 4 records for “Martin Taylor” at SEAT during this period (filing date filter). Source: insider-trades skill run in this session. |
Governance Assessment
- Independence and attendance: Independent under Nasdaq; met ≥75% attendance criterion for 2024, supporting baseline engagement .
- Committee influence: Not currently on core committees (Audit/Comp/NCG), reducing direct oversight influence compared to committee directors. Committee chairs/members are established elsewhere .
- Ownership alignment: No reported SEAT share ownership; employer restrictions also preclude RSU grants. While this avoids potential conflicts, it reduces direct “skin-in-the-game” alignment relative to peers who receive RSU retainers .
- Structural influences: Taylor’s seat is designated by Hoya Topco Holders under the Stockholders’ Agreement, reflecting major holder influence over board composition; still, board confirms his independence status .
- Conflicts/related-party exposure: No Taylor-specific related-party transactions disclosed; related-party items primarily involve entities affiliated with another director (Boehly/Eldridge) and the company’s TRA architecture .
Red Flags and Mitigants:
- Red Flag: Zero director compensation/RSUs and zero ownership may signal weaker pay-for-performance alignment versus peers; mitigated by independence and external governance experience .
- Red Flag: Not on any standing committee limits direct governance impact; mitigated by overall board structure and independent committee leadership .
- Mitigant: Explicit prohibition on hedging/pledging reduces misalignment and risk-signaling concerns .
- Mitigant: 2024 attendance at ≥75% supports baseline engagement .