DEF 14A of Playstudios, Inc.
Filed Apr 24, 2024 · FY20230001104659-24-051237
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
PROPOSAL NO. 1 - ELECTION OF DIRECTORS
NOMINEES
NOMINEES Our stockholders will elect a Board of six directors at the Annual Meeting. Each of the directors is expected to hold office until the next annual meeting of our stockholders, or until his or her respective successor shall be duly elected and qualified. The affirmative vote of a plurality of the total votes cast for directors is necessary to elect a director. This means that the six nominees who receive the most votes will be elected to the six open directorships, even if they get less than a majority of the votes cast. Each nominee has consented to his or her nomination and has advised us that he or she intends to serve if elected. If at the time of the Annual Meeting one or more of the nominees have become unable to serve: (i) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees; or (ii) the Board of Directors may, in accordance with our Bylaws, reduce the size of the Board of Directors or may leave a vacancy until a nominee is identified. The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills for each nominee that led the Nominating and Corporate Governance Committee of the Board of Directors to recommend that person as a nominee for director as of the date of this Proxy Statement.
NOMINEES
| NAME | AGE | POSITION | | Andrew Pascal | 58 | Chief Executive Officer and Chairman of the Board | | James Murren | 62 | Director | | Jason Krikorian | 52 | Director | | Joe Horowitz | 72 | Director | | Judy K. Mencher | 67 | Director | | Steven J. Zanella | 54 | Director |
Director Biographies
Director Biographies The following is a brief biographical summary of the experience of our directors and director nominees:
Director Biographies
| ANDREW PASCAL Chief Executive Officer and Chairman of the Board Age: 58 | Mr. Pascal has served as our Chief Executive Officer and Chairman of the Board of Directors since June 21, 2021, and prior to this served as a Co-Founder, Chairman, and Chief Executive Officer of the Company’s predecessor entity, PlayStudios, Inc. (“Old PLAYSTUDIOS”), which he co-founded in 2011. Prior to co-founding Old PLAYSTUDIOS, Mr. Pascal served as Senior Vice President of Product Marketing and Development at Wynn Las Vegas, a luxury casino resort property owned by Wynn Resorts, Ltd., beginning in 2003 during the project’s development phase, before ascending to the roles of President and Chief Operating Officer in 2005. Throughout Mr. Pascal’s tenure, Wynn Las Vegas garnered multiple awards from the world’s leading hospitality guides. In 2008, Mr. Pascal led the development and launch of Wynn Las Vegas’ sister property, Encore Las Vegas. From 2001 to 2003, Mr. Pascal served as President and Chief Executive Officer of WagerWorks, Inc., a company he founded as a casino solutions and content supplier for many of the world’s largest gaming and media brands. Following Mr. Pascal’s departure, WagerWorks was acquired by International Game Technology. Mr. Pascal holds a Bachelor of Arts in Economics from the University of Colorado, Boulder. We believe Mr. Pascal is qualified to serve on the Board of Directors based on his substantial business experience, leadership, and management experience as the Chief Executive Officer of Old PLAYSTUDIOS and previously as a founder of, and executive director at, other software companies. |
Director Biographies
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Director Biographies
| JAMES MURREN Director Age: 62 Board Committees: • Audit (Chair) | Mr. Murren has served as a member of the Board of Directors since June 21, 2021, and prior to this, served as Chairman of the Board of Directors of Acies Acquisition Corp. (“Acies”), our predecessor, a special-purpose acquisition company, or SPAC, since August 2020. He is the current Chairman and CEO of The Ritz-Carlton Yacht Collection and Chairman of the GCGRA Gaming Regulatory Board in Abu Dhabi. Mr. Murren was also the Chair of the Nevada COVID-19 Response, Relief and Recovery Task Force. He was the chair of the Leadership Board of the University of Southern California’s Keck School of Medicine and has been a member of the Board of Trustees for Howard University since 2016. Mr. Murren first joined MGM Resorts International in 1998 as the Chief Financial Officer and served as the Chairman and CEO of MGM Resorts International from December 2008 to February 2020. He also served as Chairman of the American Gaming Association from 2014 to 2017, was on the Board of Trustees of the Brookings Institution from 2011 to 2018, served on the National Infrastructure Advisory Council from December 2013 to 2020, and served as a director of Delta Petroleum Corporation from February 2008 to November 2011. Mr. Murren co-founded the Nevada Cancer Institute, which was the official cancer institute for the state of Nevada until 2013, and served as a director from 2002 to 2012. Mr. Murren is also a founding contributor to Nevada’s first Fisher House, which provides housing for military and Veterans’ families, which was founded in February 2016. He also served as a member of the Business Roundtable, an association of CEOs of leading U.S. companies. Mr. Murren received his Bachelor of Arts from Trinity College. He is a CFA® charterholder. We believe Mr. Murren is qualified to serve on the Board of Directors due to his significant leadership experience. |
Director Biographies
| JASON KRIKORIAN Director Age: 52 Board Committees: • Audit • Nominating and Corporate Governance (Chair) | Mr. Krikorian has served as a member of the Board of Directors since June 21, 2021. He was a General Partner with DCM, an international venture capital firm, from 2010 through 2022. Mr. Krikorian has also served as a member of the board of directors of Matterport, Inc. since 2014 and Augmedix, Inc. since June 2017. He also has experience as a board member of other private companies. Before joining DCM, Mr. Krikorian was a co-founder of Sling Media, Inc., a pioneering digital media company and creator of the Slingbox, where he led the establishment of partnerships with global multiple system operators and mobile operators, as well as the international expansion of the company. Prior to Sling Media, Mr. Krikorian was a partner at id8 Group where he advised leading global brands on product and business strategy focusing on digital media and mobile device platforms. He also spent time at the Boston Consulting Group, where he advised Fortune 500 clients in the retail, automotive, and utilities sectors. Mr. Krikorian holds a Bachelor of Arts in Psychology from the University of California, Berkeley, and both a Master of Business Administration and Juris Doctorate from the University of Virginia. We believe Mr. Krikorian is qualified to serve on the Board of Directors due to his experience as an investor in the mobile device platforms space and his background and understanding of the Internet and digital media industries. |
Director Biographies
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Director Biographies
| JOE HOROWITZ Director Age: 72 Board Committees: • Compensation • Nominating and Corporate Governance | Mr. Horowitz has served as a member of the Board of Directors since June 21, 2021. Mr. Horowitz has been the Managing General Partner of Icon Ventures, a leading Silicon Valley venture capital firm, since 2003. Mr. Horowitz was also a founder of Icon Ventures in 2003 and has overseen its growth from $100 million in assets under management to $1.1 billion. Mr. Horowitz’s venture capital experience also includes a 10-year tenure at U.S. Venture Partners, where the first deal that he worked on was the seed financing of Sun Microsystems. He was also Chairman and CEO of Geocast Network Systems, a broadband infrastructure company backed by Mayfield, Kleiner Perkins and Institutional Venture Partners. Current Icon Ventures portfolio companies that Mr. Horowitz is a board member of, or actively involved with, include Area 1 Security, Global Worldwide, Synack, TuneIn and Volansi. He has also served on the board of the National Venture Capital Association and was previously a board member of the Western Association of Venture Capitalists. Mr. Horowitz holds a Bachelor of Arts in Economics from Columbia University and a Master of Business Administration from the Wharton Graduate School of Business. We believe Mr. Horowitz is qualified to serve on the Board of Directors due to his experience as an investor, board member or executive officer of multiple technology companies and his understanding of the technology industry. |
Director Biographies
| JUDY K. MENCHER Director Age: 67 Board Committees: • Audit • Compensation (Chair) | Ms. Mencher has served as a member of the Board of Directors since June 21, 2021. Ms. Mencher currently serves as a member of the board of directors of New Millennium Homes, a California home builder, since 1997 and Spiral Water Technologies, a New Jersey manufacturer of advanced water filtration systems, since November 2018. Ms. Mencher is also the founder and Chief Executive Officer of Race Point Investors, LLC, a consultancy firm that specializes in advising various private equity funds and hedge funds on distressed investments and other matters, since March 2018. Prior to joining Race Point Investors, LLC, Ms. Mencher served as Principal of DDJ Capital Management, a firm that specializes in high yield and distressed investing, with assets under management during her tenure of $1 billion to $3 billion from 1996 to 2006. Ms. Mencher holds a Bachelor of Arts in Economics from Tufts University and both a Juris Doctorate and Master of Business Administration from Boston University. We believe Ms. Mencher is qualified to serve on the Board of Directors due to her experience as a board member of other companies and in evaluating investments, as well as her background in finance. |
Director Biographies
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Director Biographies
| STEVEN J. ZANELLA Director Age: 54 | Mr. Zanella has served as a member of the Board of Directors since December 21, 2021, and was a member of the board of directors of Old PLAYSTUDIOS from June 2020 to June 2021. Mr. Zanella is the President of Operations for MGM Resorts International and oversees the company’s regional properties, Sports and Sponsorships, and Strategic Partnerships. Prior to this, Mr. Zanella served as the President of MGM Resorts Operations at MGM Resorts International and oversaw regional operations, future operations tied to domestic growth, and certain global growth initiatives. Additionally, he leads Sports Partnerships, Citywide Event Strategy, and the company’s ongoing relationship with Marriott International. Mr. Zanella also served as Chief Commercial Officer of MGM Resorts International, where he oversaw Sports & Sponsorships, Brand Marketing, Direct Marketing, Group Sales, Revenue Management, Social Media, Loyalty and Commercial Strategy. Prior to that, he held the position of President & COO of CityCenter, where he managed daily operations and provided strategic direction for the ultra-luxury resorts A veteran of the hospitality industry with more than 30 years of experience, he joined MGM Resorts in 1991 as a participant in the Management Associate Program, which is a hands-on training curriculum for college graduates. In his tenure with the company, Mr. Zanella has also served as President & Chief Operating Officer of MGM Grand Detroit, Senior Vice President of Marketing for MGM Grand Las Vegas, Vice President of Slots at Beau Rivage, Director of Slot Marketing and Player Development also at Beau Rivage, and Domestic Marketing Administrator for Table Games Marketing at The Mirage. Mr. Zanella received his bachelor’s degree in Hotel Administration from the University of Nevada, Las Vegas. In 2014 he earned a Master in Business Administration degree from the University of Michigan’s Stephen M. Ross School of Business. We believe Mr. Zanella is qualified to serve on the Board of Directors due to his significant management experience as a senior executive of a public company and his understanding of the entertainment and gaming industry. |
Director Biographies
| Board Diversity Matrix (As of April 10, 2024) | | | | | | Total Number of Directors | 6 | | | | | | Female | Male | Non-Binary | Did Not Disclose Gender | | Gender Identity | | | | | | Directors | 1 | 5 | — | — | | Demographic Background | | | | | | African American or Black | — | — | — | — | | Alaskan Native or Native American | — | — | — | — | | Asian | — | — | — | — | | Hispanic or Latinx | — | — | — | — | | Native Hawaiian or Pacific Islander | — | — | — | — | | White | — | 5 | — | — | | Two or More Races or Ethnicities | — | — | — | — | | Did Not Disclose Ethnicity or Race | 1 | — | — | — | | LGBTQ+ | 1 | — | — | — | | Persons with Disabilities | — | | | |
Director Biographies
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Director Biographies
The Board of Directors recommends a vote FOR the election of each of the director nominees.
DIRECTOR COMPENSATION
DIRECTOR COMPENSATION We have adopted a non-employee director compensation program which is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of our stock to further align their interests with those of our stockholders. The program provides the following compensation for non-employee directors: • An annual cash retainer of $40,000; • An annual cash retainer of $15,000 for the lead independent director; • An annual cash retainer of $5,000 for the chair of a board committee; • An annual cash retainer of $10,000 for members of each committee; • An annual grant of restricted stock units (“RSUs”) under the 2021 Equity Incentive Plan (the “2021 Plan”) with a target grant value of $150,000 for each director who has completed six months’ service, which vests quarterly over one year; and • An additional annual cash retainer of $20,000 for serving as our non-executive chair, if applicable.
DIRECTOR COMPENSATION TABLE
DIRECTOR COMPENSATION TABLE The following table provides information concerning the compensation of each non-employee director who served on the Board of Directors during the fiscal year ended December 31, 2023.
DIRECTOR COMPENSATION TABLE
| Name | Fee Earned or Paid in Cash ($) | Stock Awards ($)(1) | Option Awards | All Other Compensation ($) | Total ($) | | James Murren | 55,000 | 150,000 | — | — | 205,000 | | Jason Krikorian | 65,000 | 150,000 | — | — | 215,000 | | Joe Horowitz | —(2) | 150,000 | — | — | 150,000 | | Judy K. Mencher | 65,000 | 150,000 | — | — | 215,000 | | Steven J. Zanella | 40,000 | 150,000 | — | — | 190,000 |
DIRECTOR COMPENSATION TABLE
(1) The amounts in this column reflect the grant date fair value of RSUs computed in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standard Codification (“ASC”) Topic 718. In accordance with the internal policies of Icon Ventures, of which Mr. Horowitz serves as Managing General Partner as described herein, Mr. Horowitz has waived any cash compensation for his service as a non-employee director of the Company.
DIRECTOR COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
SUMMARY COMPENSATION TABLE The following table shows information concerning the annual compensation for services provided to the Company by the NEOs for the years ended December 31, 2023, and December 31, 2022.
SUMMARY COMPENSATION TABLE
| NAME AND PRINCIPAL POSITION | YEAR | SALARY ($) | BONUS ($) | STOCK AWARDS ($)(1) | ALL OTHER COMPENSATION ($) | TOTAL ($) | | Andrew Pascal, Chairman and CEO | 2023 | 740,385 | 400,000(2) | 4,770,000 | 2,600 | 5,912,985 | | | 2022 | 500,000 | 375,000(3) | — | 378,500(3)(4) | 1,253,500 | | Scott Peterson, CFO | 2023 | 350,000 | 100,000(2) | — | 7,100 | 457,100 | | | 2022 | 331,923 | 85,000(3) | 2,290,500 | 81,638(4) | 2,789,062 | | Joel Agena, General Counsel and Secretary | 2023 | 275,000 | 35,000(2) | — | 6,000 | 316,000 | | | 2022 | 265,962 | 50,000(3) | 1,527,000 | 80,319(4) | 1,923,281 |
SUMMARY COMPENSATION TABLE
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SUMMARY COMPENSATION TABLE
The amounts in this column reflect the grant date fair value of RSUs granted to the named executive officers in each covered fiscal year computed in accordance with FASB ASC Topic 718 and do not reflect whether the recipient has actually received a financial benefit from the award. (2) Paid in 2024. (3) Paid in 2023. Messrs. Pascal, Peterson, and Agena received $375,000, $75,000, and $75,000 of transaction-related compensation, respectively, as a result of our acquisition of Brainium Studios LLC.
SUMMARY COMPENSATION TABLE
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OUTSTANDING EQUITY AWARDS AS FISCAL YEAR-END
OUTSTANDING EQUITY AWARDS AS FISCAL YEAR-END The following table shows information regarding outstanding equity awards held by the NEOs as of December 31, 2023.
OUTSTANDING EQUITY AWARDS AS FISCAL YEAR-END
| | OPTION AWARDS | | | | | STOCK AWARDS | | | NAME | GRANT DATE | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | OPTION EXERCISE PRICE ($) | OPTION EXPIRATION DATE | Number of RSUs That Have Not Vested (#) | Market Value of RSUs That Have Not Vested ($)(1) | | Andrew Pascal | 4/17/17 | 1,864,324 | — | 1.01 | 4/17/2027 | 750,000 | 2,032,500 | | Scott Peterson | 6/29/17 | 67,974 | — | 1.01 | 4/1/2027 | 150,000 | 406,500 | | | 2/28/19 | 67,974 | — | 1.44 | 1/1/2029 | — | — | | Joel Agena | 12/22/15 | 46,609 | — | 0.90 | 9/1/2025 | 100,000 | 271,000 | | | 6/29/17 | 93,217 | — | 1.01 | 5/1/2027 | — | — | | | 2/28/19 | 93,217 | — | 1.44 | 1/1/2029 | — | — |
OUTSTANDING EQUITY AWARDS AS FISCAL YEAR-END
(1) Amounts in this column are based upon the closing price of the Company’s Class A common stock at December 29, 2023, the final trading day of the year, which was $2.71.
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL Mr. Agena is entitled to severance in an amount equal to six months of his then-current base salary in the event of his termination by the Company without “cause” (as defined in his offer letter).
POTENTIAL PAYMENTS UPON TERMINATION OR CHANGE IN CONTROL
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INDEMNIFICATION AGREEMENTS WITH OUR DIRECTORS AND OFFICERS
INDEMNIFICATION AGREEMENTS WITH OUR DIRECTORS AND OFFICERS The Certificate of Incorporation provides that we will indemnify our directors to the fullest extent authorized or permitted by applicable law. We have entered into agreements to indemnify our directors, executive officers, and other employees. Under the Bylaws, we are required to indemnify each of our directors and officers if the basis of the indemnitee’s involvement was by reason of the fact that the indemnitee is or was a director or officer of the Company or was serving at our request as a director, officer, employee, or agent for another entity. We must indemnify our officers and directors against all expenses, judgments, fines, and amounts paid in settlement actually and reasonably incurred by the indemnitee in connection with such action, suit, or proceeding if the indemnitee acted in good faith and in a manner the indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any criminal action or proceeding, had no reasonable cause to believe the indemnitee’s conduct was unlawful. The Certificate of Incorporation also requires us to advance expenses incurred by a director or officer in connection with such action, suit or proceeding to the maximum extent permitted under Delaware law. Any claims for indemnification by our directors and officers may reduce our available funds to satisfy successful third-party claims against us and may reduce the amount of money available to us.
INDEMNIFICATION AGREEMENTS WITH OUR DIRECTORS AND OFFICERS
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