Riva Bakal
About Riva Bakal
Chief Product & Strategy Officer at Vivid Seats Inc. (SEAT). Initially hired under an employment agreement dated August 13, 2021 (effective October 18, 2021) as Senior Vice President, Strategy & Product, and promoted to Chief Product & Strategy Officer in March 2022 . 2024 pay-for-performance outcomes were tied to revenue and Adjusted EBITDA; actual performance to plan was 94.1% (revenue) and 90.6% (Adjusted EBITDA), driving a 69.4% payout of target AIP awards . Education and age are not disclosed in the proxy.
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Vivid Seats Inc. | SVP, Strategy & Product | Oct 18, 2021 – Mar 2022 | Not disclosed |
| Vivid Seats Inc. | Chief Product & Strategy Officer | Mar 2022 – Present | Promotion to C-suite role |
External Roles
No public company directorships or external roles disclosed in the proxy .
Fixed Compensation
| Metric | 2024 |
|---|---|
| Base Salary ($) | $375,000 |
| Target Bonus (% of Base) | 50% |
| Actual Cash Bonus Paid ($) | $128,123 (2024 AIP, paid in Q1’25) |
| All Other Compensation ($) | $13,800 (401(k) match) |
Performance Compensation
| Component | Metric / Terms | 2024 Target | 2024 Actual | Payout / Vesting |
|---|---|---|---|---|
| Annual Incentive Plan (AIP) | Revenue (50%), Adjusted EBITDA (50%) | 100% of operating plan targets | Revenue: 94.1%; Adjusted EBITDA: 90.6% | 69.4% of target, formulaic; no discretion |
| RSU Grant (Mar 6, 2024) | Time-based RSUs | 581,395 units; grant-date FV $3,000,000 | N/A | 1/3 on 3/11/2025; remainder in 8 equal quarterly installments through 3/11/2027 |
| RSU Grant (May 8, 2024) | Time-based RSUs | 296,000 units; grant-date FV $1,600,000 | N/A | 1/3 on 5/11/2025; remainder in 8 equal quarterly installments through 5/11/2027 |
| Stock Options | Company policy (current) | Not used currently | N/A | Outstanding options from prior years (see Equity Ownership) |
Notes
- Company disclosed it does not currently grant stock options; equity is delivered via RSUs .
- 2024 stock awards also reflect incremental accounting expense from Hoya Topco’s redemption of pre-merger profits interests/phantom units ($0.2M for Bakal) — these were not new SEAT grants and did not use company cash or dilute stockholders .
Equity Ownership & Alignment
- Beneficial Ownership (Class A Common Stock):
- 973,885 shares; <1% of outstanding as of April 7, 2025 record date .
- 1,037,802 shares; <1% of outstanding as of July 8, 2025 record date .
- Options (Exercisable within 60 days):
- 608,585 shares (as of April 7, 2025) .
- 650,367 shares (as of July 8, 2025) .
- Hedging/Pledging: Insider Trading Policy prohibits hedging, short sales, derivatives, margin purchases, and pledging of company securities .
- Outstanding Equity Awards at 12/31/2024 (unvested):
- RSUs: 10/19/2021: 15,407; 3/11/2022: 6,904; 3/10/2023: 72,642; 3/06/2024: 581,395; 5/08/2024: 296,000 .
- Options (unexercisable): 10/19/2021: 40,866 (exercise price $6.76); 3/11/2022: 17,753 (exercise price $6.76); 3/10/2023: 157,829 (exercise price $7.17) .
- Vesting cadence for 2024 RSUs: 1/3 at first anniversary, remainder quarterly thereafter (8 tranches) through 2027 (dates above) .
Option Repricing History (Red Flag)
- On December 7, 2023, the Compensation Committee modified certain outstanding options (including repricing down to $6.76, with exercise restrictions for one year, and longer post-termination exercise windows). Incremental expense for this change was immaterial .
Employment Terms
| Term | Detail |
|---|---|
| Employment Agreement | Dated August 13, 2021; effective October 18, 2021; at-will |
| Current Role Start | Promoted to Chief Product & Strategy Officer in March 2022 |
| Non-Compete / Non-Solicit | Two-year post-termination non-compete and non-solicit (customers and employees) |
| Clawback Policy | Compensation recovery policy overseen by Compensation Committee |
| Severance (Qualifying Termination: involuntary without Cause or resignation for Good Reason) | 9 months of base salary; prorated annual cash incentive determined at 50% of target for year of termination; any unpaid prior-year bonus; 9 months of COBRA premiums (subject to release) |
| Change-in-Control Protection (Qualifying Termination within 12 months pre/post CoC) | 9 months of base salary; annual cash incentive for year of termination not prorated and determined at 100% of target; immediate vesting of all unvested equity (subject to release) |
| “Cause” / “Good Reason” | Defined; includes adverse changes in role/compensation/location and cure periods |
| Tax Gross-Ups | Company states it does not provide tax gross-ups |
| EGC Status / Say-on-Pay | Emerging Growth Company — reduced exec comp disclosure; say-on-pay advisory votes not required while EGC |
Investment Implications
- Pay-for-performance alignment: Annual cash incentives are formulaic on revenue and Adjusted EBITDA; 2024 payout at 69.4% reflects under-target performance, limiting cash bonus upside while RSUs remain the primary wealth driver .
- Near-term selling pressure: RSU tranches from March and May 2024 grants vest quarterly through 2027; combined with significant exercisable options, periodic selling could occur around vest dates absent 10b5‑1 plans .
- Governance safeguards: Strict prohibitions on hedging/pledging and presence of a clawback policy strengthen alignment and reduce risk of misaligned incentives .
- Change-in-control economics: Double-trigger protection (Qualifying Termination in 12 months pre/post CoC) with full equity acceleration is shareholder-standard; cash severance is modest relative to CEO terms, suggesting balanced retention protection without excessive parachutes .
- Compensation structure shift: Company moved away from options to RSUs in 2024, lowering risk for executives; 2023 option repricing is a governance watch item but disclosed as immaterial in expense and aimed at retention amid stock declines .