DEF 14A of Firy Inc.
Filed Dec 18, 2025 · FY20240001140361-25-046026
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
Director Biographical Information
Director Biographical Information The names of our directors, certain biographical information about our directors, and the experiences, qualifications, attributes or skills that the Nominating Committee considered when recommending the directors for nomination, are set forth below. Ages are as of December 18, 2025.
Director Biographical Information
| | ANDREW PARADISE Chief Executive Officer and Chairman of the Board Age: 43 Board Committees: • Nominating Committee (Chair) |
Director Biographical Information
Mr. Paradise is our Chief Executive Officer, Chairman of the Board, and founder. Since co-founding Skillz in 2012, he has grown the company into the first publicly traded mobile games platform, hosting billions of tournaments and distributing millions in prizes each month. Prior to Skillz, Mr. Paradise founded AisleBuyer, a mobile self-checkout company acquired by Intuit (NASDAQ: INTU) in 2012. Earlier in his career, Mr. Paradise worked in private equity and venture capital. He holds more than 90 patents to his name. Mr. Paradise’s industry experience, leadership abilities and strategic insight make him a valued member of the Board.
Director Biographical Information
| | CASEY CHAFKIN Director Age: 41 Board Committees: • Nominating Committee |
Director Biographical Information
Mr. Chafkin has served on the Board since the establishment of Skillz’ Board and is a co-founder of the Company. Since its founding in 2012 until August 2024, Mr. Chafkin served the Company in a variety of C-Suite roles. Prior to Skillz, Mr. Chafkin was the VP of Business Development for AisleBuyer (now Intuit GoPayment) (NASDAQ: INTU) from 2010 to 2012. He is an expert in mobile payments and performance marketing. Mr. Chafkin received his B.S. in economics from Duke University and his MBA from Harvard Business School. As a leader, entrepreneur, and co-founder, Mr. Chafkin has been featured in outlets such as CNBC, VentureBeat, and Silicon Valley Business Journal. Mr. Chafkin’s leadership and business experience, along with his experience in the industry make him a valued member of the Board.
Director Biographical Information
| | HENRY HOFFMAN Director Age: 42 Board Committees: • Audit Committee(1) • Compensation Committee(1) |
Director Biographical Information
Mr. Hoffman has served on the Board since August 2022. Mr. Hoffman is a Partner at SL Advisors, Portfolio Manager of the SL Advisors MLP & Infrastructure SMA strategies and also Co-Portfolio Manager of the Catalyst Energy Infrastructure Fund. Mr. Hoffman is co-creator of the American Energy Indices, with a deep passion for the energy infrastructure space. Mr. Hoffman has been with SL Advisors since 2010. Before joining SL Advisors, Mr. Hoffman worked as a buy-side equity analyst for PNC Capital Advisors and a private equity real estate analyst for PNC Realty Investors. Mr. Hoffman graduated from Duke University with a Bachelor of Science in economics and a minor in chemistry. Mr. Hoffman’s extensive experience in the financial services industry makes him a valued member of the Board.
Director Biographical Information
| (1) Mr. Hoffman currently serves as a member of the Audit Committee and as a member of the Compensation Committee. At the conclusion of the Annual Meeting, it is expected that Mr. Hoffman will be appointed to serve as a member of the Audit Committee and as Chair of the Compensation Committee. |
Director Biographical Information
| | ANTHONY CABOT Director Age: 69 Board Committees: • Nominating Committee |
Director Biographical Information
Mr. Cabot has served on the Board since October 2024. Anthony Cabot held the position of Distinguished Fellow of Gaming Law at the UNLV Boyd School of Law until May 2023, overseeing the esteemed gaming law program. For over two decades, he shared his expertise not only with students but also with legislators and regulators worldwide. Prior to transitioning to academia full-time in March 2018, Professor Cabot spent 37 years practicing gaming law. Notably, he chaired the gaming law practice and served on the executive committee at Lewis Roca Rothgerber Christie LLP. Since the outset of his career in 1981, Professor Cabot has been instrumental in shaping significant gaming legislation both domestically in Nevada and on the international stage. Known for his prolific writing, he has authored or edited thirteen books on gaming-related topics, including “Sports Wagering in America: Policies, Economics, and Regulation” (2018), “Regulating Land-based Casinos” (2nd ed. 2018), “The Law of Gambling and Regulated Gaming: Cases and Materials” (3rd ed. 2021), “Regulating Internet Gaming: Challenges and Opportunities” (2013), and “Practical Casino Math” (2nd ed. 2005). Additionally, he is a founding member and former president of the International Masters of Gaming Law.
Director Biographical Information
| | ALEXANDER MANDEL Director Age: 55 Board Committees: • Audit Committee (Chair) |
Director Biographical Information
Mr. Mandel has served on the Board since January of 2023 and is an independent financial consultant. He served as Chief Financial Officer of the Influential Network Inc., a privately-held influencer marketing company, from January 2022 through September 2023, and as Interim Chief Financial Officer through December 2023. From January 2019 through December 2021, he served as Chief Financial Officer of Fluent, Inc. (NASDAQ: FLNT) and as an independent financial consultant to the company from July 2018 through December 2018. From February 2016 to June 2018, Mr. Mandel served as the Chief Financial Officer of IAC Applications, a division of IAC/InterActiveCorp (NASDAQ: IAC). From 2010 to 2015, Mr. Mandel was employed by LendingTree, Inc. (NASDAQ: TREE), including as its Chief Financial Officer from 2012 to 2015. He was a Managing Director at Centerview Partners LLC, an investment banking advisory firm in New York City, from 2008 to 2010. Prior to that, Mr. Mandel held various positions at investment banking firm Bear, Stearns & Co. Inc. from 1996 to 2008, including Managing Director beginning in 2003. He received his Bachelor of Arts in Economics from Tufts University and his Masters of Business Administration from Columbia Business School. Mr. Mandel’s decades of financial experience, coupled with his deep understanding of user acquisition, makes him a valued member of the Board.
Director Biographical Information
| | GARY VECCHIARELLI Director Age: 48 Board Committees: • None((2)) |
Director Biographical Information
Mr. Vecchiarelli has been nominated for election to serve as an independent director of the Board. Mr. Vecchiarelli, is currently Chief Financial Officer of CleanSpark, Inc. (NASDAQ:CLSK). CleanSpark is one of the world’s largest bitcoin miners and corporate holders of bitcoin. He has served as CFO since joining CleanSpark in December 2021 and has more than two decades of experience across finance and accounting leadership roles. He has guided CleanSpark through numerous acquisitions, equity capital raises, and strategic debt financings. His financial leadership has helped build CleanSpark’s strong balance sheet enabling it to become one of the largest corporate holders of bitcoin. Prior to CleanSpark, Gary held senior positions with multiple publicly traded, high-growth companies. Mr. Vecchiarelli opened BDO USA LLP’s Las Vegas audit practice, where he served as Manager from 2008 through 2011, before leading finance operations as Chief Financial Officer of Galaxy Gaming, Inc. (OTC: GLXZ) from May 2012 through December 2016, and then served as Senior Vice President of Finance at Golden Entertainment, Inc. (NASDAQ:GDEN) from January 2017 through February 2019. He took the position of Chief Financial Officer for Imatrex, Inc., a high-tech medical imaging solutions company from July 2019 to September 2021. Mr. Vecchiarelli holds a bachelor’s degree in business administration with a concentration in accounting from California State University at San Jose. Mr. Vecchiarelli has been a licensed CPA since 2006 and has active licenses in the states of California and Nevada. In 2014, Mr. Vecchiarelli was named to the 2014 Class of Las Vegas’s “40 under 40” list of accomplished young professionals by VEGAS INC. magazine. Since 2014, Mr. Vecchiarelli has served on the board of directors for the Las Vegas Chapter of Financial Executives International and was President of the chapter from 2016-2017. Since 2018, Mr. Vecchiarelli has also been a member of the board of directors for Doral Academies of Las Vegas, one of the top charter school systems in the state of Nevada. The Company believes that Mr. Vecchiarelli’s decades of financial experience, coupled with his strong background in emerging technologies, will make him a valued member of the Board.
Director Biographical Information
| (2) In November, 2025, our Board, based upon the recommendation of the Nominating Committee, nominated Mr. Vecchiarelli to be elected as a member of the Board at the Annual Meeting. Mr. Vecchiarelli does not currently serve as a member of the Board, however, contingent and effective upon his election to the Board at the Annual Meeting, it is expected that Mr. Vecchiarelli will be appointed serve as a member of the Audit Committee and as a member of the Compensation Committee. |
Director Biographical Information
| | KENT WAKEFORD Director Age: 56 Board Committees: • Audit Committee((3)) • Compensation Committee((3)) |
Director Biographical Information
Mr. Wakeford has been an independent director of Skillz since 2020 and has more than 20 years of experience in the technology, digital media, ad tech, gaming and esports industries. Mr. Wakeford has co-founded multiple companies, including Gen.G Esports (“Gen.G”), tvScientific, Colossal Inc. (“Colossal”), Integral Ad Science, and Rally Networks. Mr. Wakeford currently serves as Co-Chief Executive officer of Form Bio since 2022 and as a director of tvScientific since 2017. Since February 2025, Mr. Wakeford also has been a member of the Aarki board of directors and since July 2025, as a member of the UCLA Board of Advisors. Mr. Wakeford previously served as Chief Operating Officer of Colossal from March 2021 to September 2022 and in various roles at Gen.G, including President, Chief Operating Officer and Vice Chairman of the Board of Directors, from June 2017 to October 2022. He has extensive experience in the game industry having served as Chief Operating Officer of Kabam from 2014 to 2017, where he helped grow Kabam to a globally diverse game company with over 1,000 employees in seven countries. Kabam games were played by over 500 million people around the world and generated over a billion dollars in revenue. Mr. Wakeford helped lead the sale of Kabam to Netmarble Games for $800 million. Mr. Wakeford is a co-inventor on over 80 issued patents in the game industry and a prolific industry spokesperson featured in Bloomberg, CNBC, The Wall Street Journal, Los Angeles Times, and ESPN. Mr. Wakeford received an undergraduate degree from the University of California, Los Angeles and a Juris Doctor from the University of Southern California. Mr. Wakeford’s leadership experience and industry experience make him a valued member of the Board.
Director Biographical Information
| (3) Mr. Wakeford currently serves as a member of the Audit Committee and as Chair of the Compensation Committee. As described above, contingent and effective upon the election of Mr. Vecchiarelli to the Board at the Annual Meeting, it is expected that Mr. Wakeford will no longer serve the Board in either of those roles. |
Criteria for Selection of Directors
Criteria for Selection of Directors The Nominating Committee is responsible for identifying individuals that are qualified to become members of the Board and ensuring that the Board has the requisite expertise and that its membership consists of persons with sufficiently diverse and independent backgrounds. Pursuant to our Corporate Governance Guidelines, the Nominating Committee may take into account many factors and seek individuals with backgrounds and qualities that, when combined with those of the Company’s incumbent directors, provide a blend of skills and experience to further enhance the effectiveness of the Board. Consideration will be given to individual qualifications, including, but not limited to: relevant career experience; strength of character; judgment; familiarity with the Company’s business and industry; independence of thought; ability to work collegially; diversity of background and perspective, for example, with respect to age, place of residence, specialized experience and global perspective; and all other factors deemed appropriate. Such other factors may include, but are not limited to: existing commitments to other businesses; potential conflicts of interest with other pursuits; legal considerations; corporate governance background; financial and accounting background; executive compensation background; relevant industry experience and technical skills; and the size, composition and combined expertise of the existing Board.
Director Compensation Program
Director Compensation Program The Skillz non-employee director compensation program is designed to provide competitive compensation necessary to attract and retain high quality non-employee directors and to encourage ownership of Skillz stock to further align their interests with those of our stockholders. In 2024, our non-employee director compensation program provided the following compensation components:
Director Compensation Program
| • | An annual cash retainer of $45,000; |
Director Compensation Program
| • | An annual cash retainer of $25,000 for the chair of the Audit Committee, $25,000 for the chair of the Compensation Committee and $10,000 for the chair of the Nominating Committee; |
Director Compensation Program
| • | An annual cash retainer of $12,500 for members of the Audit Committee, $12,500 for members of the Compensation Committee and $5,000 for members of the Nominating Committee; |
Director Compensation Program
| • | An initial grant of restricted stock units (“RSUs”) under the Skillz Inc. 2020 Omnibus Incentive Plan (the “Omnibus Plan”) upon each director’s election to office; the RSUs have a target value of $400,000 (with the number of RSUs being determined using the volume weighted average price (“VWAP”) on the NYSE of a share of Class A Common Stock over the fifteen (15) trading day period preceding the grant date) and vest ratably on an annual basis over four years; |
Director Compensation Program
| • | An annual grant of RSUs under the Omnibus Plan with a target grant value of $200,000 (with the number of RSUs being determined using a fifteen (15) trading day VWAP preceding the grant date) for each director who has completed at least six months’ service, which vests after one year; the Company may pay such grant in cash in lieu of equity. |
Director Compensation Program
| • | Meeting fees of $10,000 per meeting for participation on the Special Task Force; and |
Director Compensation Program
| • | An additional annual cash retainer of $25,000 for serving as our non-executive chair and $15,000 for serving as our lead director, in each case, if applicable. |
Director Compensation Program
Director Compensation Consultant: The Compensation Committee retains Pearl Meyer, a national compensation consulting firm, to assess trends and developments in director compensation practices and to compare the Company’s practices against them. The Compensation Committee uses the analysis prepared by the consultant as part of its periodic review of Skillz’s director compensation practices. Other than the foregoing consulting services and the services provided to the Compensation Committee with respect to Executive Compensation (as set forth under the heading “Executive Compensation; Compensation Discussion and Analysis; How Compensation Decisions Are Made; Role of Compensation Consultants” below), Pearl Meyer did not provide any other material services to the Company in 2024.
2024 Director Compensation Table
2024 Director Compensation Table The following table provides information concerning the compensation of each non-employee director who served on the Board in 2024. Mr. Paradise did not receive any additional compensation for his service as a director of the Company during 2024 and Mr. Chafkin did not receive any additional compensation for his service as a director of the Company while he served as the Chief Strategy Officer of the Company. All dollar amounts are rounded to the nearest whole dollar.
2024 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards(2) ($) | All Other Compensation ($) | Total | | Anthony Cabot(3) | 157,500 | — | — | 157,500 | | Henry Hoffman | 397,500 | 127,226 | — | 524,726 | | Alexander Mandel | 511,875 | 86,230 | — | 598,105 | | Seth Schorr(4) | 243,504 | 62,814 | — | 306,318 | | Kent Wakeford | 489,375 | 141,085 | — | 630,460 | | Casey Chafkin(5) | — | — | — | — |
2024 Director Compensation Table
| (1) Excludes expense reimbursements. We reimburse our directors for expenses incurred to attend board meetings. |
2024 Director Compensation Table
| (2) The amounts reported in this column represent the aggregate grant date fair value of RSU awards granted to the non-employee directors in 2024, computed in accordance with FASB ASC Topic 718. See Note 14 to Skillz’s audited consolidated financial statements included in its Annual Report on Form 10-K filed with the SEC for a discussion of all assumptions made by us in determining the grant date fair value of our equity awards. As of December 31, 2024, our non-employee directors who were members of the Board on such date held the following outstanding and unvested equity awards: Anthony Cabot 76,190 RSUs; Henry Hoffman 7,021 RSUs; Alexander Mandel 21,204 RSUs; and Kent Wakeford 64,516 RSUs. |
2024 Director Compensation Table
| (3) Mr. Cabot joined the Board on October 4, 2024. |
2024 Director Compensation Table
| (4) Mr. Schorr left the Board on September 19, 2024. Upon his resignation from the Board in September 2024, Mr. Schorr’s unvested RSUs were forfeited for no consideration in accordance with the terms set forth in the Omnibus Plan. |
2024 Director Compensation Table
| (5) Mr. Chafkin became a non-employee director upon his resignation as the Chief Strategy Officer of the Company effective August 23, 2024. Mr. Chafkin received no compensation for his services as a director during the 2024 fiscal year following his resignation and transition to a non-employee director. |
Compensation Philosophy & Strategy
| • | Balance rewards for both short-term results and the long-term strategic decisions needed to ensure sustained business performance over time without excessive risk-taking; and |
How Compensation Decisions Are Made
How Compensation Decisions Are Made An employee’s compensation, at any level, reflects that employee’s value to the business, taking into account the market value of their skills, their individual contribution and business results. To be sure we appropriately assess the value of our senior executives, Skillz utilizes the following evaluation process: 1. Develop Performance Commitments. All Skillzians, including the Chief Executive Officer and our executive officers, develop goals, both qualitative and quantitative, that they seek to achieve in a particular year in support of the business in consultation with their supervisors and, for our executives, the Board and/or Compensation Committee. The Board reviews and approves the Chief Executive Officer’s performance goals and formally reviews progress and outcomes. 2. Determine Annual Bonus Payouts. Evaluation of Chief Executive Officer by the Compensation Committee - The Chair of the Compensation Committee works directly with the Compensation Committee’s compensation consultant to provide a decision-making framework for use by the Compensation Committee in determining annual incentive payouts for the Chief Executive Officer. This framework considers the Chief Executive Officer’s self-assessment of performance against commitments in the year, both qualitative and quantitative, and also considers progress against strategic objectives, as well as an analysis of the Company’s total performance over the year. The Compensation Committee considers all of this information in developing its recommendations, which are then presented to the independent members of the Board for further review, discussion, and final approval. The Compensation Committee meets regularly in executive session. Our Chief Executive Officer is not present during Compensation Committee deliberations or votes on his compensation and also recuses himself from sessions of the Board where the Board acts on the Compensation Committee’s recommendations regarding his compensation. Evaluation of Executive Officer Results by the Chief Executive Officer and the Compensation Committee - Executive officers work with their managers throughout the year to update their own results against their stated goals. The self-assessments of the executive officers are reviewed by the Head of People Operations and the Chief Executive Officer, who evaluate the information. Following this in-depth review and taking into account the Company’s performance, the Chief Executive Officer makes compensation recommendations to the Compensation Committee based on an evaluation of the executive officers’ compensation for the year, and the Compensation Committee ultimately decides whether to approve or adjust the Chief Executive Officer’s recommendations. The Compensation Committee then presents the compensation decisions for the Chief Executive Officer to the independent members of the Board for ratification. 3. Set Competitive Target Pay. Benchmarking - Skillz utilizes several compensation surveys that provide general trend information and details on levels of salary, target annual incentives and long-term incentives, the relative mix of short- and long-term incentives, and mix of cash and stock-based pay. Given the battle for talent that exists in our industry, the benchmark companies that are used by the Compensation Committee to guide its decision making have included a broad range of key information technology companies and size appropriate (at the time of adoption) companies in the following industries: gaming, media and entertainment. The surveys and benchmark data are supplemented by input from the Compensation Committee’s outside consultant on factors such as recent market trends. The Compensation Committee reviews and approves this list annually. In setting 2024 target compensation levels for the NEOs, the Company used the peer group detailed below. This peer group was determined by the Compensation Committee based on an in-depth review by its independent compensation consultant, Pearl Meyer, which included an assessment of potential comparators to evaluate the degree to which the current peers have kept pace with the Company’s size (revenue and market capitalization), growth and evolution.
How Compensation Decisions Are Made
| 2024 Benchmark Group | | | | Avid Technology, Inc. | LivePerson, Inc. | Smartphoto Group NV | | DraftKings Inc. | Magnite, Inc. | Vimeo, Inc. |
How Compensation Decisions Are Made
Individual Compensation - For individual compensation decisions, the benchmark information is used together with an internal view of individual performance relative to other executives and recognizing that the skills and experience of our senior executives are highly sought after by other companies and, in particular, by our competitors. The Compensation Committee does not benchmark directly to the peer group, but rather uses it as a frame of reference in determining executive compensation. Because factors such as performance and retention, as well as size and complexity of the job role, are considered when compensation decisions are made, the cash and total compensation for an individual named executive officer may be higher or lower than the broader benchmark group. Evaluation of Chief Executive Officer Target Pay by the Compensation Committee - The Chair of the Compensation Committee works directly with the Compensation Committee’s compensation consultant to provide a decision-making framework for use by the Compensation Committee in setting target compensation opportunities for the Chief Executive Officer. The independent members of the Board review and provide final approval. Where appropriate and as both previously disclosed and described in greater detail below, the Special Committee makes decisions with respect to Chief Executive Officer’s compensation arrangements, including the grant and terms and conditions of long-term compensation. Evaluation of Executive Officers by the Chief Executive Officer and the Compensation Committee - The Chief Executive Officer makes compensation recommendations on the executive officers’ target compensation to the Compensation Committee. The Compensation Committee evaluates all of the factors considered by the Chief Executive Officer and reviews compensation summaries that tally the dollar value of all compensation and related programs, including salary, annual incentive, long-term compensation, deferred compensation, retention payments and pension benefits. These summaries provide the Compensation Committee with an understanding of how their decisions affect other compensation elements, and the impact of potential separations of employment or retirement. The Compensation Committee decides whether to approve or adjust the Chief Executive Officer’s recommendations for the NEOs. The Compensation Committee then presents the compensation decisions for the Chief Financial Officer to the independent members of the Board for ratification. Role of Compensation Consultants - The Compensation Committee believes that independent advice is important in developing and overseeing our executive compensation program. The Compensation Committee has continued its engagement with Pearl Meyer to provide consulting services in relation to executive and director compensation decisions. Pearl Meyer reports directly to the Compensation Committee and only provides services to us on such matters as needed and as directed solely by the Compensation Committee. These services include providing guidance on trends in CEO, executive, and non-employee director compensation; the development of the specific components of our executive compensation program; and a competitive market assessment of our executive compensation program, including the composition of our compensation peer group. The Compensation Committee has assessed the independence of Pearl Meyer in accordance with applicable SEC and NYSE rules and confirmed that Pearl Meyer’s work does not raise any conflicts of interest and that Pearl Meyer remains independent under applicable rules.
Key Components of Skillz’s Executive Compensation Program and 2024 Compensation Decisions for NEOs
| Component | Key Characteristics | | Salary | Salary is a market-competitive, fixed level of compensation. | | Annual Cash Bonus Program | At target, annual cash incentives provide a market-competitive total cash opportunity. Actual annual cash incentive payments are funded by the achievement of business performance against financial metrics and distributed based on annual performance scores, with top performers typically earning the greatest payouts and the lowest performers earning no incentive payouts. | | Performance Stock Units (“PSUs”) | Periodically, the Compensation Committee and/or the Chairman and Chief Executive Officer reviews outstanding stock-based awards for key executives. Depending on individual performance and the competitive environment for senior executive leadership talent, additional awards may be made in the form of PSUs to align executive compensation with stockholder interests or as part of a new hire grant. | | RSUs | RSUs vest over time for service to the Company. We view RSUs as a valuable retentive and incentivizing component of our compensation program. | | Perquisites and Other Benefits | Perquisites are intended to ensure safety and productivity of executives in order for them to be in the best position to complete their Company duties, though we do not view perquisites as a significant component of our executive compensation program. Perquisites include such things as personal security, personal assistant fees and executive coaching services. | | Post-Employment Savings Plans | U.S. employees, including our NEOs, may participate in the Skillz Inc. 401(k) Retirement Savings Plan by saving a portion of their pay in the plan. The Company provides matching contributions for this plan up to a maximum threshold in order to retain key employees by providing vehicles to plan for the future. |
Annual Cash Bonuses
Annual Cash Bonuses In order to more closely align the Company’s annual bonus program with the interests of stockholders and the Company’s short-term operating goals, effective January 1, 2022, the Compensation Committee approved two significant modifications to the Company’s bonus program:
Annual Cash Bonuses
| • | Adopted corporate financial metrics that tie to the Company’s growth and profitability, and |
Annual Cash Bonuses
| • | Based individual NEO payouts solely on the achievement against the adopted corporate financial metrics. |
Annual Cash Bonuses
The Company sets business objectives at the beginning of each year. At the end of the year, performance for the Company is assessed against these predetermined financial targets in combination with the Compensation Committee’s assessment of an executive’s individual performance. An executive generally must be employed by the Company at the end of the performance period in order to be eligible to receive an annual bonus payout. This incentive design ensures payouts are aligned to the Company’s overall business performance. For 2024, our NEOs had the following target bonuses.
Annual Cash Bonuses
| Name | Target Bonus (Effective January 1, 2024) | | Andrew Paradise | $525,000 | | Gaetano Franceschi(1) | $400,000 | | Nikul Patel(2) | $0 |
Annual Cash Bonuses
| (1) Mr. Franceschi’s target bonus was pro-rated for 2024 based on his January 8, 2024 start date. |
Annual Cash Bonuses
| (2) Mr. Patel’s was not eligible for a target bonus for 2024. |
Annual Cash Bonuses
Bonuses under the annual cash bonus program can be earned at threshold and target representing 75% and 100%, respectively, of the annual total incentive opportunity for each named executive officer. If Gross Less Prizes After Incentives performance was achieved at $108 million or $145 million, the bonus would payout at 75%, 100%, or 125%, respectively, of target. Gross Less Prizes After Incentives is not a generally accepted accounting principle (“GAAP”) financial performance metric. Gross Less Prizes After Incentives is determined by taking consolidated revenue and adjusting for engagement marketing expenses included in sales and marketing expenses. Accordingly, stockholders should not rely on this metric as an indicator of financial performance. If Adjusted EBITDA was achieved at $0 million or $21 million, the bonus would payout at 75% or 100%, respectively, of target. To the extent that performance exceeds target, additional spot awards may be provided. To the extent performance falls between threshold and target, interpolation is used to determine the amount of bonus payable. If less than threshold performance is achieved, no bonus is paid out. For 2024, the Compensation Committee determined not to pay any bonuses under the annual cash bonus program to the Company’s NEOs.
Long Term Equity Incentive Grants
Long Term Equity Incentive Grants Our equity award program is the primary vehicle for offering long-term incentives to our named executive officers. The equity awards we have historically granted and currently grant include options to purchase shares of our Class A Common Stock and RSU awards that are settled in shares of our Class A Common Stock upon vesting, and we have granted to our named executive officers both awards that vest over a long-term period and awards that vest only upon the achievement of specified performance milestones, in each case subject to continued service. As a result, a significant portion of our named executive officers’ total compensation is at risk, depending on long-term stock price performance. While we strive to offer a total level of compensation that is competitive within specific roles and geographical markets, we do not have an inflexible set of criteria for granting equity awards; instead, the Compensation Committee exercises its judgment and discretion, in consultation with our Chief Executive Officer and a compensation consultant. The Compensation Committee considers, among other things, the role and responsibility of the named executive officer, competitive market factors, the amount of stock-based equity compensation already held by the named executive officer, the impact of any dramatic changes in our stock price over a short period of time and the cash-based compensation received by the named executive officer, to determine the level and types of equity awards that it approves. We generally grant substantial one-time new hire equity awards to our employees, including executives, upon their commencement of employment with us, or upon their promotion to new positions. Additionally, as part of our ongoing executive compensation review and alignment process, we periodically grant additional equity awards to our executives. The Compensation Committee meets periodically, including to approve equity award grants to our executives from time to time. We do not have, nor do we plan to establish, any program, plan or practice to time equity award grants in coordination with releasing material non-public information.
CEO Long-Term Equity Grant
CEO Long-Term Equity Grant As previously disclosed, in November 2022, the Special Committee approved a long-term equity award to Mr. Paradise using a mix of 75% RSUs ($25.875 million grant date fair value) and 25% PSUs ($8.625 million grant date fair value). The RSUs were granted subject to the Company’s standard time-vesting schedule, continued service through each applicable vesting date and the terms of the Omnibus Plan, and as required under SEC rules, were reported in the 2023 proxy. The PSUs were granted on January 1, 2023, following the determination and approval of the performance metrics and targets by the Compensation Committee. As such, and as required under SEC rules, are reported in the Summary Compensation Table of the Definitive Proxy Statement on Schedule 14A that the Company filed with the SEC on October 21, 2024. A Closer Look at the PSUs. Mr. Paradise received a grant of 9,661,525 PSUs, which vest over four, one-year periods (January 1, 2023 to December 31, 2023, January 1, 2024 to December 31, 2024, January 1, 2025 to December 31, 2025, January 1, 2026 to December 31, 2026) in each case subject to continuous service with the Company through each applicable vesting date and the attainment of certain corporate performance goals.
2024 Equity Awards Made to Other Named Executive Officers
2024 Equity Awards Made to Other Named Executive Officers In January 2024, the Compensation Committee approved an equity award for Mr. Franceschi who joined as the Chief Financial Officer. Mr. Franceschi was awarded 63,359 RSUs which vested 100% on the first anniversary of the grant date, generally subject to the NEO’s continued employment with the Company through the applicable vesting date. Mr. Franceschi was also awarded 63,359 PSUs. The award was scheduled to vest over one year according to the achievement of certain Company performance goals. Based on the Company’s performance during the performance period, Mr. Franceschi received no shares on the vesting date at the conclusion of the performance period.
2024 Summary Compensation Table and Related Narrative
2024 Summary Compensation Table and Related Narrative The following Summary Compensation Table shows information concerning the annual compensation for services provided to Skillz by our NEOs for the years ended December 31, 2024 and 2023. Certain other information is provided in the narrative footnotes following the Summary Compensation Table. All dollar amounts are rounded to the nearest whole dollar.
2024 Summary Compensation Table and Related Narrative
| Name and Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Andrew Paradise | 2024 | 525,000 | — | — | 5,452(2) | 530,452 | | Chief Executive Officer | 2023 | 525,000 | — | — | 20,259(3) | 545,259 | | Gaetano Franceschi | 2024 | 376,923 | — | 424,180 | 82,846(4) | 883,949 | | Chief Financial Officer | | | | | | | | Nikul Patel | 2024 | 468,058(5) | — | — | — | 468,058 | | Interim General Counsel | | | | | | |
2024 Summary Compensation Table and Related Narrative
| (1) The amounts reported in this column represent the aggregate grant date fair value of RSU awards granted to the NEOs, computed in accordance with FASB ASC Topic 718. See Note 14 to Skillz’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the 2024 fiscal year for a discussion of all assumptions made by us in determining the grant date fair value of our equity awards granted in 2024. This column does not include any PSUs awarded by the Company in 2023 or 2024, as the performance metrics for all such awards were not achieved, and thus the awards were not considered granted pursuant to FASB ASC Topic 718. |
2024 Summary Compensation Table and Related Narrative
| (2) Represents the value of 401(k) plan match contributions. |
2024 Summary Compensation Table and Related Narrative
| (3) Consists of (i) $6,730, which represents the value of 401(k) plan match contributions; and (ii) $13,529 for untaken vacation time paid out. |
2024 Summary Compensation Table and Related Narrative
| (4) Consists of: (i) $75,000, which represents the value of a moving allowance provided to Mr. Franceschi; (ii) $7,846, which represents the value of 401(k) plan match contributions. |
2024 Summary Compensation Table and Related Narrative
| (5) Mr. Patel was appointed as Interim General Counsel effective March 10, 2024. Pursuant to an offer letter, during fiscal year 2024, Mr. Patel received a prorated annual base salary of $630,000. Prior to his appointment on March 10, 2024, Mr. Patel was a corporate secondee from King & Spalding LLP and received no compensation from Skillz. |
Outstanding Equity Awards at 2024 Fiscal Year-End
Outstanding Equity Awards at 2024 Fiscal Year-End The following table shows information regarding equity awards held by the NEOs that were outstanding as of December 31, 2024. Dollar amounts, except exercise prices, are rounded to the nearest whole dollar.
Outstanding Equity Awards at 2024 Fiscal Year-End
| | | Option Awards | | | | | Stock Awards | | | Name(1) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | Option Expiration Date | Number of shares or units of stock that have not vested (#)(3) | Market value of shares or units of stock that have not vested ($)(4) | | Andrew Paradise | 12/16/2020 | — | — | 498,000 | 353.60 | 12/16/2030 | — | — | | | 11/23/2022 | — | — | — | — | — | 815,193 | 4,100,421 | | Gaetano Franceschi | 1/8/2024 | — | — | — | — | — | 65,359 | 328,756 | | Nikul Patel | None | | | | | | | |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (1) All outstanding equity awards as of December 31, 2024, as reported in this table, are denominated in Class A Common Stock. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (2) The stock options shown in this column were awarded to Mr. Paradise in connection with the closing of the Business Combination, and they vest as described under the heading “Closing Option Grants,” below. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (3) The shares of restricted stock and restricted stock units shown in this column vest (or vested) as follows: |
Outstanding Equity Awards at 2024 Fiscal Year-End
| • | For Mr. Paradise’s November 23, 2022 RSU award, the RSUs listed in this column vest 25% on the first anniversary of the grant date and 6.25% in quarterly installments over the next three years. In addition, as required under SEC rules, the accounting grant date under FASB ASC Topic 718 is being reported here for Mr. Paradise’s RSU award, as opposed to the January 1, 2023 grant date set forth in his award agreement. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| • | For Mr. Franceschi, the RSUs listed in this column vested 100% on the first anniversary of the grant date and will settle once the Company becomes current with its periodic filings under the Securities and Exchange Act of 1934. |
Outstanding Equity Awards at 2024 Fiscal Year-End
| (4) For purposes of this table, the market value of unvested shares of restricted stock is determined by multiplying the number of shares by $5.03, the closing price of a share of Class A Common Stock on December 31, 2024. |
Potential Payments Upon Termination or Change in Control
Potential Payments Upon Termination or Change in Control The Skillz Inc. Executive Severance and Change in Control Plan (the “Severance Plan”) was adopted by the Company in order to: (i) provide financial support to a select group of senior-level executives of Skillz, including the NEOs, in the period following the termination of their employment, (ii) recognize the valuable contributions made by eligible employees to the Company, and (iii) help attract and retain highly qualified employees who are essential to the Company’s success. Under the Severance Plan, a covered executive who experiences a qualifying termination is eligible to receive severance benefits based on the executive’s years of service and position, consisting of (i) cash severance equal to an amount ranging from three to eighteen months’ base salary, and (ii) healthcare continuation payments for a period ranging from three to eighteen months. In addition, an executive who experiences a qualifying termination in connection with a change in control (as such term is defined in the Omnibus Plan) is eligible to receive a portion of their target bonus.
Pay Versus Performance
Pay Versus Performance The below table sets forth the following information determined pursuant to the PvP disclosure rules for the previous three fiscal years (i) the total and average total compensation set forth in the Summary Compensation Table (“SCT”) for the Chief Executive Officer and the named executive officers as a group (excluding the Chief Executive Officer), respectively, (ii) the total and average total “compensation actually paid” (as determined in accordance with the PvP disclosure rules) for the Chief Executive Officer and the named executive officers as a group (excluding the Chief Executive Officer), respectively, and (iii) the Company’s cumulative Total Shareholder Return (“Cumulative TSR”).
Pay Versus Performance
| | | | | | Value of Initial Fixed $100 Investment Based on(4): | | | Year(a)(1) | SCT Total for PEO(b) | Compensation Actually Paid to PEO(c)(2) | Average SCT Total for Non-PEO Named Executive Officers(d)(3) | Average Compensation Actually Paid to Non-PEO Named Executive Officers(e)(2) | Total Shareholder Return(f) | Net Loss (thousands) (h) | | 2024 | $530,452 | $(1,888,239) | $676,003 | $573,498 | $1.11 | $(46,790) | | 2023 | $545,259 | $(5,326,369) | $555,134 | $39,978 | $1.37 | $(101,360) | | 2022 | $26,423,093 | $(68,061,530) | $5,142,309 | $(5,408,957) | $2.24 | $(438,875) |
Pay Versus Performance
| (1). | Mr. Paradise served as Principal Executive Officer (“PEO”) for all three years. The following individuals served as the Non-PEO NEOs for the covered years: |
Pay Versus Performance
| a. | For 2024, Messrs. Franceschi and Patel. |
Pay Versus Performance
| b. | For 2023, Messrs. Chafkin, Roswig, Dahlinghaus, and Ms. Edelman. |
Pay Versus Performance
| c. | For 2022, Messrs. Chafkin, Roswig, Lee and Bhardwaj and Ms. Edelman. |
Pay Versus Performance
| (2). | Represents Compensation Actually Paid (“CAP”) for our PEO and average CAP for our Non-PEO NEOs as a group, as computed in accordance with the PvP disclosure rules (determined as set forth below). The dollar amounts do not reflect the amounts of compensation ultimately earned or realized by our NEOs during the covered years. |
Pay Versus Performance
| (3). | Amounts reflected in this column represents the average “Total Compensation” from the SCT and CAP for our Non-PEO NEOs as a group for the covered years. |
Pay Versus Performance
| (4). | These columns reflect the Company’s Cumulative TSR and our Peer Group Cumulative TSR for each measurement period from December 31, 2021 through December 31, 2024. We have assumed that dividends have been reinvested. The resulting amounts assume that $100 was invested on December 31, 2021, in each of our Class A Common Stock and the stocks of our PvP Peer Group. |
Pay Versus Performance
CAP is determined by taking the “Total Compensation” column amount from the SCT for each covered fiscal year and adjusting as follows for our PEO and Non-PEO NEOs, respectively:
Pay Versus Performance
| Adjustments to Determine CAP for PEO | | | | | Covered Fiscal Year | 2024 | 2023 | 2022 | | SCT Total for PEO | $530,452 | $545,259 | $26,423,093 | | Pension Adjustments | | | | | Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | $— | $— | $— | | Add pension value attributable to covered fiscal year’s “service cost” | $— | $— | $— | | Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | $— | $— | $— | | Equity Adjustments(i) | | | | | Subtract fair value (as of grant date) reported in the “Stock Awards” column in the SCT for the covered fiscal year | $— | $— | $(25,875,000) | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | $— | $— | $14,680,688 | | Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | $— | $— | $— | | Add/Subtract the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year | $(2,251,575) | $(6,040,542) | $(35,950,016) | | Add/Subtract the change in fair value from the prior year-end to the vesting date for equity awards granted in prior fiscal years that vested during covered fiscal year | $(167,116) | $168,914 | $(16,488,295) | | Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during covered fiscal year | $— | $— | $(30,852,000) | | Add incremental fair value (as of modification date) of equity awards modified during covered fiscal year | $— | $— | $— | | Add dividends or other earnings paid on equity awards during covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year | $— | $— | $— | | TOTAL ADJUSTMENTS | $(2,418,691) | $(5,871,628) | $(94,484,623) | | CAP | $(1,888,239) | $(5,326,369) | $(68,061,530) |
Pay Versus Performance
| Adjustments to Determine Average CAP for Non-PEO Named Executive Officers as a Group | | | | | Covered Fiscal Year | 2024 | 2023 | 2022 | | Average SCT Total for Non-PEO Named Executive Officers | $676,003 | $555,134 | $5,142,309 | | Pension Adjustments | | | | | Subtract “Change in Actuarial Present Value” reported in the SCT for the covered fiscal year | $— | $— | $— | | Add pension value attributable to covered fiscal year’s “service cost” | $— | $— | $— | | Add pension value attributable to the entire “prior service cost” of benefits granted (or credit for benefits reduced) in a plan amendment made in the covered fiscal year attributable to prior service periods | $— | $— | $— | | Equity Adjustments(i) | | | | | Subtract fair value (as of grant date) reported in the “Stock Awards” column in the SCT for the covered fiscal year | $(212,090) | $(100,635) | $(4,583,100) | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | $109,585 | $69,007 | $1,212,551 | | Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | $— | $— | $138,192 | | Add/Subtract the change in fair value from the prior year-end to the covered fiscal year-end for equity awards granted in prior fiscal years that remain outstanding and unvested at the end of the covered fiscal year | $— | $(401,365) | $(1,713,869) | | Add/Subtract the change in fair value from the prior year-end to the vesting date for equity awards granted in prior fiscal years that vested during covered fiscal year | $— | $(37,011) | $(1,163,553) | | Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during covered fiscal year | $— | $(45,152) | $(4,441,487) | | Add incremental fair value (as of modification date) of equity awards modified during covered fiscal year | $— | $— | $— | | Add dividends or other earnings paid on equity awards during covered fiscal year prior to vesting date of award that are not otherwise included in the total compensation for the covered fiscal year | $— | $— | $— | | TOTAL ADJUSTMENTS | $(102,505) | $(515,157) | $(10,551,266) | | CAP | $573,498 | $39,978 | $(5,408,957) |
Pay Versus Performance
| (i) The fair value or incremental fair value of all incentive equity awards is determined in accordance with ASC 718, “Compensation – Stock Compensation,” generally using the same assumptions used in determining the grant date fair value of our equity awards reflected in the Summary Compensation Table. Notwithstanding the foregoing, in order to properly value the option awards and market-based awards, we made appropriate adjustments to the grant date assumptions in our Black-Scholes and Monte Carlo valuation models, respectively. For our Black-Scholes model, we adjusted the assumptions to reflect changes in the stock price historical and implied volatility, expected life (including remaining vesting periods, remaining expiration periods and option gain levels), dividend yield and risk-free interest rates as of each measurement date. For our Monte Carlo model, we adjusted the assumptions to reflect changes in the stock price, historical and implied volatility, and risk free interest rates as of the relevant measurement date. The value of outstanding performance-based awards in the covered fiscal year is based upon the probable outcome of the performance conditions as of the last day of the fiscal year. |
Narrative to the Pay versus Performance Table
Narrative to the Pay versus Performance Table As noted above, we are required to provide the above tabular and below narrative disclosures in order to comply with Item 402(v) of Regulation S-K. To view the data that our Compensation Committee finds most valuable in designing and administering our executive compensation program, see our disclosures under the “Compensation Discussion and Analysis” section of this proxy statement, which describe in detail how our current pay practices reflect our pay philosophy. The following provides a description of the relationship between the CAP for our PEO and the average CAP of our Non-PEO named executive officers and the performance measures disclosed in the above table.