Matthew Bromberg
Unity SoftwareAbout Matthew Bromberg
Matthew Bromberg, 58, has served as Unity’s President and CEO and as a Class III director since May 15, 2024; he holds a B.A. from Cornell and a J.D. from Harvard Law School . In 2024, Unity’s annual cash bonus plan paid 0% after missing both the Adjusted EBITDA gate ($390M vs $400M gate) and Strategic Revenue threshold ($1,723M vs $1,760M threshold) . Unity shifted its long‑term program toward performance alignment, granting Bromberg performance stock options (PSOs) in 2024 with demanding price hurdles ($35/$50/$60/$75 60‑day VWAP) and introducing PSUs for 2025 tied to revenue and Adjusted EBITDA less SBC margin, with back‑weighted 3‑year cliff vesting . Total 2024 CEO compensation reported for Bromberg was $52.1M (salary $0.53M, $2.0M sign‑on, $23.19M RSUs, $26.43M options) .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Blackstone | Senior Advisor | Mar 2022–May 2024 | Senior advisor at a global alternative asset manager . |
| Zynga | Chief Operating Officer | 2016–2021 | Key role in company turnaround; ran global studios, product, tech, data and analytics . |
| Electronic Arts | SVP Strategy & Ops (Mobile); Group GM BioWare | Not disclosed | Led mobile scaling; managed BioWare studios worldwide . |
| (Earlier) Major League Gaming | President & CEO | Not disclosed | Pioneered the esports model at a leading esports organization . |
External Roles
| Organization | Role | Years | Committees/Notes |
|---|---|---|---|
| Unity Software Inc. | Director (Class III) | Since 2024 | No committee roles . |
| Bumble Inc. (public) | Director | Since July 2020 | Audit committee member . |
| Monzo (private) | Director | Not disclosed | Board member . |
| Blast (private) | Director | Not disclosed | Board member . |
| Fitbit, Inc. (public; prior) | Director | 2018–2021 | Compensation and Nominating & Governance committees . |
Fixed Compensation
| Component | 2024 Terms | Notes |
|---|---|---|
| Base Salary | $850,000 | Per CEO offer letter . |
| Target Bonus | 100% of base salary | Eligible under corporate bonus plan; 2024 paid 0% (see below) . |
| Sign‑on Cash | $2,000,000 | 100% clawback if resign/for cause <6 months; 50% if <12 months . |
Performance Compensation
Annual Cash Bonus (2024)
| Metric | Threshold | Target | Max | Actual FY2024 | Payout |
|---|---|---|---|---|---|
| Adjusted EBITDA gate | $400M | Gate | Gate | $390M | Gate not met → 0% payout . |
| Strategic Revenue | $1,760M | $1,800M | $1,880M | $1,723M | Below threshold → 0% payout . |
Notes: 2024 plan weighted 100% to company performance; no individual component .
CEO 2024 Equity Awards and Vesting
| Award | Grant/Strike | Quantity | Vesting/Performance | Key Terms |
|---|---|---|---|---|
| RSUs (new hire) | 5/15/2024 | 1,036,055 | 25% on 5/15/2025; 25% annually thereafter | Must hold at least 50% of vested RSUs (net) for 1 year . |
| Time‑vested Options | $22.38 | 1,000,000 | 25% at 1‑yr; then 6.25% quarterly | 10‑yr term . |
| Performance Stock Options (PSOs) | $22.38 | 1,000,000 | Four tranches (25% each) require both service and 60‑day VWAP hurdles: $35 / $50 / $60 / $75; performance window to 5/15/2030 | Service milestones annually from 2025–2028; CIC and termination rules per CEO plan . |
Unity 2025 PSU Program (context)
- Adds PSUs as primary performance equity with revenue (75% weight) and Adjusted EBITDA less SBC margin (25% weight), measured annually over a 3‑year performance period with back‑weighted cliff vesting at certification; target-to-max 0–150% .
- Aligns with investor feedback; reduces reliance on options to manage dilution .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial Ownership (3/1/2025) | Not reported above 1% (“—”, less than 1%) . |
| Unvested RSUs (12/31/2024) | 1,036,055 unvested; market value $23,280,156 at $22.47 close . |
| Options Outstanding (12/31/2024) | 1,000,000 time‑vested unexercisable at $22.38; 1,000,000 PSOs unearned at $22.38 . |
| Ownership Guidelines | CEO must hold the lesser of 5x base salary or 46,154 shares; 5‑year phase‑in . |
| Hedging/Pledging | Prohibited for directors/officers/employees . |
| Holding Requirement | Must hold ≥50% of vested CEO RSUs (net of taxes) for 1 year post‑vest . |
Employment Terms
| Provision | CEO Severance Plan (Non‑CIC) | CEO Severance Plan (CIC + Qualified Termination within window) | Notes |
|---|---|---|---|
| Cash | 12 months base salary + 100% target bonus | 12 months base salary + 100% target bonus | Requires release; 60‑day payment window . |
| Health | 12 months COBRA contribution (lump sum) | 12 months COBRA contribution (lump sum) | . |
| Equity | 12 months acceleration of time‑vested awards; PSOs only if price hurdle already met (service credit up to 12 months) | Full acceleration of all unvested RSUs and options (time and performance) at target for performance conditions | PSO/CIC mechanics and eligibility detailed in grant and plan . |
| 280G | Cut‑back to avoid excise tax as applicable | Cut‑back as applicable | . |
| Sign‑on Clawback | 100% if resign/for cause <6 months; 50% if <12 months | N/A | Offer letter . |
| At‑Will/Arbitration | At‑will; employment disputes to arbitration (JAMS) | N/A | . |
Board Governance (dual‑role and independence)
- Bromberg is CEO and a director, but not Chair; Unity’s Chair is Jim Whitehurst (Executive Chair moving to non‑employee Chair in May 2025), and Roelof Botha serves as Lead Independent Director, which addresses CEO/Chair concentration concerns .
- Bromberg does not serve on any board committees at Unity; he receives no non‑employee director fees .
Director Compensation (Unity board service)
- As an employee director, Bromberg received no additional compensation for board service in 2024; non‑employee director retainers and RSUs are covered under Unity’s director policy .
Say‑on‑Pay and Shareholder Feedback
- Advisory say‑on‑pay was on the 2025 ballot; Unity cites investor feedback as driving the 2025 introduction of PSUs, and a focus on reducing dilution from stock‑based compensation .
Compensation Peer Group (for benchmarking)
- 2024 peer set included AppLovin, Roblox, Take‑Two, The Trade Desk, Atlassian, Autodesk, Elastic, MongoDB, Okta, Procore, Samsara, Snap, Splunk, Twilio, UiPath, DocuSign, Dropbox, ANSYS, Alteryx .
Investment Implications
- Clear pay‑for‑performance tilt: 2024 annual bonus paid 0% due to missed EBITDA gate and revenue threshold; 2024 equity mix includes significant performance‑based options with high stock price hurdles; 2025 introduces PSUs tied to revenue and profitability (after SBC), with 3‑year cliff vesting—together limiting near‑term cash payouts and increasing alignment with long‑term TSR and profitable growth .
- Retention and selling pressure: Large unvested equity (RSUs and PSOs) plus a 1‑year post‑vest holding requirement on RSUs and anti‑hedge/pledge policies reduce near‑term selling pressure; sign‑on cash includes clawback if departure within first year .
- Change‑in‑control economics: Double‑trigger acceleration (including performance awards at target) and 12‑month cash/benefits are competitive; PSO structure mitigates windfalls outside a CIC unless price hurdles already cleared .
- Governance: Separation of CEO and Chair, presence of Lead Independent Director, and CEO not on board committees help address dual‑role independence concerns during Bromberg’s tenure .
Data sources: Unity Software Inc. DEF 14A (April 18, 2025) and Forms 8‑K (May 1, 2024; April 2, 2025).