Stanley Chia
About Stanley Chia
Stanley Chia is Chief Executive Officer and a director of Vivid Seats Inc. (SEAT). He joined Vivid Seats in 2018, has served as CEO since then, and has been a director since 2021; he is 43, holds degrees from Georgia Institute of Technology and Emory University’s Goizueta Business School, and previously served as an Armored Infantry Platoon Commander in the Singapore Armed Forces . Under his leadership, company revenues grew from $600.3M in 2022 to $775.6M in 2024, while Adjusted EBITDA rose from $113.3M to $151.4M over the same period . SEAT remains an Emerging Growth Company with no required say‑on‑pay yet .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Grubhub Inc. | Chief Operating Officer | 2015–2018 | Scaled online/mobile marketplace operations and execution |
| Amazon.com, Inc. | Senior roles | Not disclosed | Led strategic businesses at a large-scale technology company |
| Cisco Systems, Inc. | Senior roles | Not disclosed | Managed strategic businesses and organizations |
| General Electric Company | Senior roles | Not disclosed | Led strategic businesses and organizations |
External Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| 1871 | Director; Nominating & Governance Committee member | Not disclosed | Technology ecosystem governance and mentorship |
| Georgia Institute of Technology | President’s Advisory Board | Not disclosed | Academic-industry advisory influence |
Fixed Compensation
| Metric | 2023 | 2024 |
|---|---|---|
| Base Salary Rate ($) | $662,500 | $800,000 (20.8% increase) |
| Salary Paid ($) | $653,846 | $768,269 |
| Target Bonus (% of Base) | 100% | 100% |
| Actual Bonus Paid ($) | $965,077 | $533,179 |
| All Other Compensation ($) | $27,350 | $30,615 (includes $16,815 YPO dues, $13,800 401k match) |
Notes:
- 2024 AIP metrics: Revenue (50%) and Adjusted EBITDA (50%), threshold 85%, target 100%, max 115%, payout at 40%/100%/150% respectively; 2024 actual funded at 69.4% of target with no discretion .
- EGC status means no say‑on‑pay yet .
Performance Compensation
Annual Incentive (Cash)
| Metric | Weighting | Target (Operating Plan) | Actual (2024) | Payout | Vesting |
|---|---|---|---|---|---|
| Revenue | 50% | 100% of OP | 94.1% of OP | Formulaic; part of 69.4% total payout | N/A |
| Adjusted EBITDA | 50% | 100% of OP | 90.6% of OP | Formulaic; part of 69.4% total payout | N/A |
Equity Awards (RSUs)
| Grant Date | Grant Size (RSUs) | Vesting Schedule | Notes |
|---|---|---|---|
| 10/19/2021 | 62,500 | 16 equal quarterly installments from 1/19/22 to 10/19/25 | Market value $289,375 at $4.63 on 12/31/24 |
| 3/11/2022 | 26,398 | 1/3 on 3/11/23; remainder in 8 equal quarterly installments to 3/11/25 | Market value $122,223 at $4.63 on 12/31/24 |
| 3/10/2023 | 217,924 | 1/3 on 3/11/24; remainder in 8 equal quarterly installments to 3/11/26 | Market value $1,008,988 at $4.63 on 12/31/24 |
| 3/6/2024 | 1,937,984 | 1/3 on 3/11/25; remainder in 8 equal quarterly installments to 3/11/27 | Market value $8,972,866 at $4.63 on 12/31/24 |
| 5/8/2024 | 1,400,000 | 1/3 on 5/11/25; remainder in 8 equal quarterly installments to 5/11/27 | Market value $6,482,000 at $4.63 on 12/31/24 |
Stock Options
| Grant Date | Exercisable (#) | Unexercisable (#) | Exercise Price | Expiration | In-the-Money (12/31/24) |
|---|---|---|---|---|---|
| 10/19/2021 | 497,347 | 165,783 | $6.76 (repriced from $12.86 after $0.23 dividend, then to $6.76 on 12/7/23) | 10/19/2031 | No (stock $4.63) |
| 3/11/2022 | 746,657 | 67,879 | $6.76 (repriced from $10.26 on 12/7/23) | 3/11/2032 | No (stock $4.63) |
| 3/10/2023 | 662,875 | 473,488 | $7.17 | 3/10/2033 | No (stock $4.63) |
Red flag: The Compensation Committee reduced option exercise prices on 12/7/23 (repricing), a shareholder-unfriendly practice unless well-justified .
Equity Ownership & Alignment
| Item | Value |
|---|---|
| Total Beneficial Ownership (Class A) | 4,149,190 shares; 3.1% of Class A; 2.0% combined voting power |
| Options Exercisable | 2,152,349 shares (exercisable options counted within beneficial group detail) |
| Unvested RSUs Outstanding | See per‑grant counts totaling across 2021–2024 awards |
| Pledging/Hedging | Prohibited: no hedging, short sales, derivatives, margin purchases, or pledging allowed for directors/officers/employees |
| Director Compensation | None for Mr. Chia; director pay applies to non-employee directors only |
Note: Options were out-of-the-money at 12/31/24 (stock $4.63), limiting near-term exercise pressure .
Employment Terms
| Provision | Base | Change-in-Control (Double Trigger) |
|---|---|---|
| Agreement | Effective 10/18/2021; amended 6/26/2024 | 6/26/2024 amendment defines CIC enhancements |
| At-will; Non-compete/Non-solicit | At-will; 1-year post-termination non-compete and non-solicit | Same |
| Qualifying Termination Benefits | Lump sum: 12 months base salary; AIP payout for year pro‑rated at 50% of target; unpaid prior-year bonus; 12 months COBRA premiums | Lump sum: 18 months base salary; AIP payout at 150% of target (not prorated); full acceleration of all unvested equity |
| Good Reason includes | Material adverse change to role; >10% cut in base/target bonus; material breach; >30-mile relocation; plus failure to be nominated to Board while serving as CEO | Same |
| Clawback | Compensation Committee maintains and enforces policies for recovery of erroneously awarded compensation |
Board Governance
- Board Chair and CEO roles are separated: Board Chair is David Donnini; Chia is CEO, mitigating dual-role concentration risk .
- Independence: Majority of Board is independent; Chia is management (non-independent) .
- Committees: Audit (Chair DeFlorio), Compensation (Chair Masino), NCG (Chair Dixon); Chia is not listed as a member of standing committees .
- Executive sessions: Independent directors meet regularly, at least twice per year; 2024 attendance ≥75% for all directors across Board/committees .
Director Compensation (Board context)
- Non-employee director retainer: $40,000 cash plus committee retainers; annual RSU grants ~$200,000; initial RSU $200,000 vests over 3 years; annual grants vest by next AGM or 1 year; accelerates upon change-in-control .
- Mr. Chia receives no director compensation (paid only as CEO) .
Related Party Transactions (Governance Risk Context)
- Los Angeles Dodgers partnership payments: ~$2.2M in 2024; director Todd Boehly owns >10% of the Dodgers .
- Viral Nation services: ~$330,000 in 2024; Boehly serves on its board and Eldridge (affiliated) owns >10% .
- Tax Receivable Agreement liability: ~$155.7M at 12/31/24 (current ~$4.0M), creating cash obligations to pre-IPO holders, a capital allocation consideration .
Company Performance Under Chia
| Metric ($USD) | FY 2022 | FY 2023 | FY 2024 |
|---|---|---|---|
| Revenues | $600,274 | $712,879 | $775,586 |
| Adjusted EBITDA | $113,325 | $141,982 | $151,419 |
| Net Income | $70,779 | $113,141 | $14,302 |
Notes:
- Market-place GOV: $3.185B (2022), $3.921B (2023), $3.893B (2024) .
- EGC status through potentially 2026; material weakness in ICFR remediation ongoing .
Compensation Structure Analysis
- Sharp increase in 2024 equity grants (RSUs): $17.5M in new RSUs across two grants; additional $2.0M incremental comp expense tied to Hoya Topco redemption/repurchase of pre‑merger awards (non-dilutive, no company cash) . Mix has shifted heavily toward time-based RSUs (lower risk vs performance-based equity), enhancing retention but diluting pay‑for‑performance .
- AIP remained formulaic with no discretionary adjustments despite performance below OP targets; 69.4% payout reflects alignment with revenue/Adjusted EBITDA .
- Option repricing on 12/7/23 lowered exercise prices to $6.76, a notable governance red flag unless robustly justified; however, options remained out-of-the-money at 12/31/24 .
Vesting Schedules and Potential Insider Selling Pressure
- Large 2024 RSU grants begin vesting one-third in March/May 2025, with quarterly vesting through March/May 2027, creating regular supply overhang potential if sales occur on vest .
- Hedging/pledging prohibited, reducing misalignment risk; options currently not in-the-money, minimizing near-term exercise-driven supply .
Equity Ownership & Guidelines
- Ownership: 4.149M Class A (3.1%); voting power 2.0%; exercisable options 2.152M; multiple unvested RSU tranches outstanding .
- Stock ownership guidelines: Not disclosed for executives in the proxy excerpts provided. Hedging and pledging prohibited by policy .
Employment & Retention Risk
- Strong CIC protection with 18 months base and 150% target AIP payout plus full equity acceleration for double-trigger events increases stickiness but may elevate cost in change-of-control scenarios .
- One-year post-termination non-compete/non-solicit; Good Reason includes loss of Board nomination while CEO, directly tying governance to retention .
Investment Implications
- Pay-for-performance alignment: Cash incentive funding at 69.4% on below-plan outcomes is disciplined; however, heavy use of time-based RSUs and 2023 option repricing reduce performance sensitivity and introduce governance risk .
- Supply overhang: Significant RSU vesting from 2025–2027 could create periodic selling pressure; hedging/pledging bans mitigate alignment concerns; options are currently OTM, reducing exercise-related dilution near-term .
- Retention and change-of-control economics: Double-trigger acceleration and enhanced CIC cash terms support retention but increase potential transaction costs; Good Reason link to Board nomination elevates governance salience .
- Governance quality: Separation of Chair/CEO roles, independent committee leadership, regular executive sessions, and EGC exemptions contextualize governance; related-party transactions tied to a director are modest in scale but warrant monitoring .