Todd Boehly

About Todd Boehly

Todd Boehly is a non-employee, non‑independent Class III director of Vivid Seats Inc. (SEAT), serving since 2021. He is Co‑Founder, Chairman, and CEO of Eldridge Industries; previously President of Guggenheim Partners (2002–2015) where he founded its credit business. He holds degrees from The College of William & Mary and studied at the London School of Economics. Age 51 as of the 2025 proxy; Horizon Holders designated him under the Stockholders’ Agreement .

Past Roles

External Roles

Board Governance

• Independence: Not independent (Board determined a majority is independent; named independents exclude Boehly) .
• Committee assignments: None of Audit, Compensation, or Nominating & Corporate Governance (NCG) in 2025 and 2024 .
• Attendance: Each director attended at least 75% of Board and applicable committee meetings in 2024 and 2023 .
• Designation rights: Designated by Horizon Holders under the Stockholders’ Agreement, which grants certain director nomination and removal rights to Hoya Topco Holders and Horizon Holders based on ownership levels .
• Executive sessions: Independent directors meet in executive session on a regularly scheduled basis (at least twice a year) .

Fixed Compensation (Director)

Performance Compensation (Director Equity)

• Structure: Time‑based RSUs (not performance‑based). Annual grant value of $200,000 vests in full by next annual meeting (or first anniversary). Initial appointment grant $200,000 vests in three equal annual installments. All unvested RSUs vest immediately prior to a change in control; service condition otherwise applies . In Feb 2024, policy increased annual grant from $160,000 to $200,000 and changed initial grant to $200,000/3‑year vesting .

| Award/Event | Date | Instrument | Quantity | Post‑Txn Holdings | Source | |---|---|---:|---:|---| | Annual grant | Jun 6, 2023 | RSUs | 20,833 | 20,833 | https://www.sec.gov/Archives/edgar/data/1856031/000120919123035187/0001209191-23-035187-index.htm | | Settlement (quarterly vesting) | Jun 5, 2023 | Common from RSUs (M‑Exempt) | 18,079 | 22,968 | https://www.sec.gov/Archives/edgar/data/1856031/000120919123035187/0001209191-23-035187-index.htm | | Annual grant | Jun 4, 2024 | RSUs | 38,167 | 38,167 | https://www.sec.gov/Archives/edgar/data/1856031/000095017024069438/0000950170-24-069438-index.htm | | Settlement (quarterly vesting) | Jun 3, 2024 | Common from RSUs (M‑Exempt) | 20,833 | 48,690 | https://www.sec.gov/Archives/edgar/data/1856031/000095017024069438/0000950170-24-069438-index.htm | | Quarterly vesting | Oct 19, 2024 | Common from RSUs (M‑Exempt) | 4,889 | 53,579 | https://www.sec.gov/Archives/edgar/data/1856031/000095017024116389/0000950170-24-116389-index.htm | | Annual grant | Jun 3, 2025 | RSUs | 131,578 | 131,578 | https://www.sec.gov/Archives/edgar/data/1856031/000095017025081816/0000950170-25-081816-index.htm | | Quarterly vesting | Oct 19, 2025 | Common from RSUs (M‑Exempt) | 245 | 4,831 | https://www.sec.gov/Archives/edgar/data/1856031/000119312525245142/0001193125-25-245142-index.htm |

Note: Directors held 35,501 outstanding RSUs each at 12/31/2023 (except Taylor) and 38,167 outstanding unvested RSUs each at 12/31/2024 (except Ehrhart/Stewart/Taylor) per proxy disclosures .

Other Directorships & Interlocks

• Current public company directorship: Kennedy‑Wilson (KW); Capital Markets Committee .
• Significant private/sports holdings creating potential counterparty relationships: Chelsea FC, LA Dodgers (10%+), LA Lakers, LA Sparks, Cloud9 .

Expertise & Qualifications

• Capital markets, investment strategy, and operations across finance, technology, real estate, media/sports; global capital markets experience .
• Education: The College of William & Mary (founded The Boehly Center for Excellence in Finance); studied at LSE .

Equity Ownership

• Beneficial ownership (indirect via Eldridge/Horizon/SBT and direct personal holdings):
  • 2024 Record Date (Apr 9, 2024): 94,569,892 Class A shares (54.5% of Class A); combined voting power 37.8% .
  • 2025 Record Date (Apr 7, 2025): 94,612,948 Class A shares (55.1% of Class A); combined voting power 38.2% .

Ownership composition and control:

• Eldridge shared voting/dispositive power over 84,361,886 Class A shares (including 40,519,791 underlying warrants held by Horizon). Boehly/SBT shared voting/dispositive power over 94,521,202 shares; Boehly has sole power over 91,746 shares (includes director RSUs vesting within 60 days at the time) .
• No director stock options; directors do not hold options per proxy footnote .
• Hedging/short sales/derivatives and pledging of company stock are prohibited by SEAT’s Insider Trading Policy for all directors, officers, and employees .

Related-Party Transactions (Conflict Risk)

• Policy and oversight: Related‑person transactions (> $120k) are reviewed/approved by the Audit Committee under a written policy to ensure fairness; pre‑approved categories exclude conflicted voting; directors do not participate where conflicted .
• Tax Receivable Agreement and other shareholder agreements disclosed separately; not specific to Boehly but relevant governance context .

Director Compensation (Detail)

• 2025 policy (for context): Annual cash retainer $40,000; committee retainers as above; annual RSU grant $200,000; initial RSU grant $200,000/3‑year vest; service‑based vesting; change‑in‑control acceleration .

Insider Trades (Form 4 Highlights)

Note: Post‑transaction holdings shown reflect the specific Form 4 and reporting conventions (director awards often partially settle each quarter).

Governance Assessment

• Alignment vs. Independence:
  • Strong economic alignment through significant beneficial ownership and ongoing director RSU grants; however, he is not independent and is a Horizon‑designated director under the Stockholders’ Agreement, which can concentrate influence over nominations .
• Board Effectiveness:
  • No committee assignments reduces direct involvement in audit/comp/NCG oversight; attendance thresholds met (≥75%) .
• Conflicts/Related‑Party Exposure:
  • Multiple related‑party marketing/sponsorship transactions (Dodgers, Rolling Stone, Viral Nation) create perception and process risk; mitigants include formal related‑party transaction policy and Audit Committee review .
• Compensation & Incentives:
  • Director pay mix is standard for peers (cash retainer + annual time‑vested RSUs). Policy updates in 2024 increased equity grant values, but vesting remains service‑based (lower risk). No director options; company prohibits hedging/pledging, supporting alignment .
• Attendance/Engagement:
  • Board and committees met regularly; executive/independent sessions held at least semi‑annually; all directors met attendance expectations in 2023–2024 .

RED FLAGS

• Concentrated ownership and nomination rights via Stockholders’ Agreement (potential entrenchment risk) .
• Related‑party transactions tied to entities where Boehly has significant interests (perception of conflicts; requires continued strong Audit Committee oversight) .

POSITIVE SIGNALS

• High “skin in the game” via large beneficial ownership; policy prohibitions on hedging/pledging enhance alignment .
• Transparent disclosure of related‑party dealings and formal approval policy .

Appendix: Board & Committee Snapshot (2025)

All other referenced details, including Board size, leadership (Chair: Donnini), and governance guidelines available in the 2025 proxy .