DEF 14A of Firy Inc.
Filed May 1, 2026 · FY20250001140361-26-018357
ELECTION OF DIRECTORS
ELECTION OF DIRECTORS
(PROPOSAL NO. 1)
(PROPOSAL NO. 1) Upon the recommendation of our Nominating and Corporate Governance Committee (the “Nominating Committee”), the Board has nominated the eight individuals listed below to stand for election to the Board for a one-year term ending at the annual meeting of stockholders in 2027 or until their successors, if any, are elected or appointed. Our Fifth Amended and Restated Certificate of Incorporation (the “Charter”) and our Amended and Restated Bylaws (“Bylaws”) provide for the annual election of directors. Each director nominee must receive the affirmative vote of a majority of the votes cast to be elected (i.e., the number of shares voted “for” a director nominee must exceed the number of votes cast “against” that nominee). Unless contrary instructions are given, the shares represented by your proxy will be voted FOR the election of all director nominees. Our Chief Executive Officer and Chairman of the Board, Mr. Paradise, beneficially owns 100% of the Company’s Class B Common Stock and controls a majority of the voting power of all outstanding capital stock. As a result, Mr. Paradise has the power to elect each of the nominees named in this proxy statement. All of the director nominees listed below have consented to being named in this proxy statement and to serve if elected. However, if any nominee becomes unable to serve, proxy holders will have discretion and authority to vote for another nominee proposed by the Board. Alternatively, the Board may reduce the number of directors to be elected at the Annual Meeting.
(PROPOSAL NO. 1)
| Name | Position | Audit Committee | Compensation Committee | Nominating Committee | | Andrew Paradise | Chief Executive Officer and Chairman of the Board | | | C | | Anthony Cabot | Independent Director | | | X | | Casey Chafkin | Director | | | X | | Henry Hoffman | Independent Director | X | C | | | Alexander Mandel | Independent Director | C | | | | Gary Vecchiarelli | Independent Director | X | X | | | Kent Wakeford | Independent Director | | | | | Shannon Demus | Independent Director | X | | |
(PROPOSAL NO. 1)
“C” = Chair of Committee “X” = Member of Committee Biographical information relating to each of the director nominees is set forth below under “Directors and Management” and incorporated by reference herein. THE BOARD UNANIMOUSLY RECOMMENDS A VOTE “FOR” THE ELECTION OF EACH OF THE DIRECTOR NOMINEES NAMED IN THIS PROXY STATEMENT.
DIRECTORS AND MANAGEMENT
DIRECTORS AND MANAGEMENT
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 April 30, 2026.
Director Biographical Information
| | ANDREW PARADISE Chief Executive Officer and Chairman of the Board Age: 44 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 approximately 90 patents to his name and 112 patents pending worldwide. 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’s 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, including as Chief Strategy Officer, where Mr. Chafkin was responsible for significant growth of the business. 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 • Compensation Committee |
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
| | 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. Mr. Cabot’s decades of gaming law experience, coupled with his deep understanding of real money gaming, makes him a valued member of the Board.
Director Biographical Information
| | ALEXANDER MANDEL Director Age: 56 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. Mr. Mandel holds a Directorship Certification® (NACD.DC™ from the National Association of Corporate Directors. Mr. Mandel previously 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: • Audit Committee • Compensation Committee |
Director Biographical Information
Mr. Vecchiarelli has served on the Board since December 2025 and is an independent financial consultant. 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
| | KENT WAKEFORD Director Age: 57 Board Committees: • Audit Committee • Compensation Committee |
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
| | Shannon Demus Director Age: 37 Board Committees: • Audit Committee |
Director Biographical Information
Ms. Demus has served on the Board since February 2026 and has been nominated for election to serve as an independent director of the Board. Ms. Demus is currently Chief Financial Officer – Americas of Light & Wonder Ltd. (ASX: LNW), a global, multi-billion-dollar market-capitalization company—formerly known as Scientific Games—that develops content, hardware, and systems for land-based casinos, digital gaming, and mobile applications. In her role, Ms. Demus oversees regional finance operations across the Americas, including financial planning and analysis, cash flow management, and strategic initiatives. During her tenure at Light & Wonder, she has supported numerous strategic acquisitions and a major corporate restructuring, including divestitures, debt reductions, and refinancing initiatives. Ms. Demus has broad financial leadership experience across the gaming, technology, and entertainment industries. Prior to joining Light & Wonder, Ms. Demus held financial roles at Aristocrat Technologies Ltd. (ASX: ALL) and MGM Resorts International (NYSE: MGM). Across her roles, Ms. Demus has developed deep expertise in cost optimization, capital allocation, strategic planning, and mergers and acquisitions within complex, large scale operating environments. Ms. Demus holds a Master of Business Administration degree from the UCLA Anderson School of Management and a Bachelor of Science degree in Business Administration from the Marshall School of Business at the University of Southern California. In 2024, Ms. Demus was named to VEGAS INC magazine’s “40 Under 40” list of accomplished young professionals. Ms. Demus also serves as a board member and corporate officer of United Way of Southern Nevada, a leading nonprofit organization focused on improving education, financial stability, and health outcomes in the community. The Company believes that Ms. Demus’s extensive financial leadership experience, transaction expertise, and industry knowledge will make her a valuable member of the Board.
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.
Recommendation of Director Nominees by Stockholders
Recommendation of Director Nominees by Stockholders In accordance with its charter, the Nominating Committee will consider candidates for election as a director of the Company that are recommended by any stockholder, provided that the recommending stockholder follows the procedures set forth in Section 1.10 of the Bylaws for nominations by stockholders of persons to serve as directors. The Nominating Committee evaluates such candidates in the same manner by which it evaluates other director candidates considered by the Nominating Committee, as described above. Pursuant to Section 1.10 of the Bylaws, nominations of persons for election to the Board at a meeting of stockholders may be made by any stockholder of record of the Company entitled to vote for the election of directors at the meeting who sends a timely notice in writing to our Secretary. To be timely, a stockholder’s notice must be delivered to, or mailed and received by, our Secretary at the Company’s principal executive offices not less than 90 nor more than 120 days before the first anniversary of the preceding year’s annual meeting; provided however, that in the event that the date of the annual meeting is advanced by more than 30 days, or delayed by more than 70, from the first anniversary of the preceding year’s annual meeting, a stockholder’s notice must be so received not earlier than the 120th day prior to such annual meeting and not later than the close of business on the later of (A) the 90th day prior to such annual meeting and (B) the tenth day following the day on which public disclosure of the date of such annual meeting is first made. The stockholder’s notice or recommendation is required to contain certain prescribed information about each person whom the stockholder proposes to recommend for election as a director, the stockholder giving notice and the beneficial owner, if any, on whose behalf notice is given as set forth in Section 1.10 of the Bylaws. The stockholder’s notice must also include the consent of the person proposed to be nominated and to serve as a director if elected. Recommendations or notices relating to director nominations should be sent to Skillz Inc., 6625 Badura Avenue, Las Vegas, Nevada 89118, Attention: Legal Department. See “Stockholder Proposals for 2027 Annual Meeting of Stockholders.” In addition, to comply with the universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than Skillz’s nominees must provide notice that sets forth the information required by Rule 14a-19 under the Exchange Act. A copy of our Bylaws has been filed as Exhibit 3.2 to our Annual Report on Form 10-K for the year ended December 31, 2025, filed with the SEC on March 31, 2025.
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 2025, following a review of market data and in light of the Company’s business environment, the Board approved the following adjustments to the non-employee director compensation program to better align pay levels with the market median while managing overall compensation costs.
Director Compensation Program
| • | An annual cash retainer of $40,000 (from $45,000 in 2024); |
Director Compensation Program
| • | An annual cash retainer of $25,000 for the chair of the Audit Committee, of $15,000 (from $25,000 in 2024) 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 $10,000 (from $12,500 in 2024) for members of the Audit Committee, $7,500 (from $12,500 in 2024) 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 $250,000 (from $400,000 in 2024) 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 $170,000 (from $200,000 in 2024), 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 $5,000 per meeting (from $10,000 per meeting in 2024) for participation on the Special Task Force, Special Transactions Committee, Special Litigation Committee, and/or Special Compensation Committee; and |
Director Compensation Program
| • | An additional annual cash retainer of $25,000 for serving as our non-executive chair and $15,000 for serving as our lead director, in each case, if applicable. |
Director Compensation Program
Annual equity awards have recently been delivered in cash in lieu of equity due to stock price volatility. Cash compensation is prorated for partial years of service, and non-employee directors who are employees of, or affiliated with, the Company do not receive compensation under this program for their service on the Board. Director Compensation Consultant: The Compensation Committee retains Pearl Meyer, a national compensation consulting firm, to assess trends and developments in director compensation practices and to compare the Company’s practices against them. The Compensation Committee uses the analysis prepared by the consultant as part of its periodic review of Skillz’s director compensation practices. Other than the foregoing consulting services and the services provided to the Compensation Committee with respect to Executive Compensation (as set forth under the heading “Executive Compensation; How Compensation Decisions Are Made; Role of Compensation Consultants” below), Pearl Meyer did not provide any other material services to the Company in 2025.
2025 Director Compensation Table
2025 Director Compensation Table The following table provides information concerning the compensation of each non-employee director who served on the Board in 2025. Mr. Paradise and Mr. Chafkin did not receive any additional compensation for their service as a director of the Company during 2025. All dollar amounts are rounded to the nearest whole dollar.
2025 Director Compensation Table
| Name | Fees Earned or Paid in Cash ($)(1) | Stock Awards(2) ($) | All Other Compensation ($) | Total | | Anthony Cabot | 80,000 | — | — | 80,000 | | Henry Hoffman | 380,000 | — | — | 380,000 | | Alexander Mandel | 340,000 | — | — | 340,000 | | Kent Wakeford | 437,500 | — | — | 437,500 | | Casey Chafkin(3) | — | — | 47,500 | 47,500 | | Gary Vecchiarelli(4) | — | — | 40,000 | 40,000 | | Shannon Demus(5) | — | — | — | — |
2025 Director Compensation Table
| (1) Excludes expense reimbursements. We reimburse our directors for expenses incurred to attend board meetings. |
2025 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 2025, computed in accordance with FASB ASC Topic 718. As of December 31, 2025, our non-employee directors who were members of the Board on such date held the following outstanding and unvested equity awards: Anthony Cabot 57,142 RSUs; Henry Hoffman 3,511 RSUs; Alexander Mandel 14,137 RSUs; and Kent Wakeford 48,387 RSUs. |
2025 Director Compensation Table
| (3) Pursuant to the Chafkin Letter Agreement (as defined below), Mr. Chafkin provides consulting services to the Company. As consideration for the consulting services, the Company provides to Mr. Chafkin a monthly salary of $5,000 and, upon Mr. Chafkin’s request and subject to Company approval, additional compensation at the rate of $250 per hour for services rendered exceeding a monthly twenty-hour threshold. Mr. Chafkin invoices the Company for hours actually worked. |
2025 Director Compensation Table
| (4) Mr. Vecchiarelli joined the Board on December 29, 2025. Prior to joining the Board, Mr. Vecchiarelli provided consulting services to the Company. As consideration for the consulting services, the Company paid a monthly cash fee of $10,000 with the expectation that Mr. Vecchiarelli would devote up to 35 hours per calendar month. |
2025 Director Compensation Table
| (5) Ms. Demus joined the Board on February 13, 2026. |
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 and Compensation Governance Process. The Company maintains a multi-layered governance framework for Chief Executive Officer compensation designed to promote rigor, independence, and alignment with stockholder interests. As part of this framework, a Special Compensation Committee, which is comprised solely of independent directors, serves as an initial review body for all Chief Executive Officer compensation matters, including pay levels, incentive design, and award recommendations. The Special Compensation Committee operates with the support of the Company’s Compensation Consultant, whom it engages directly, as well as its own independent legal counsel. In this capacity, it conducts an independent review and assessment of proposed compensation actions to ensure they are market-competitive, performance-aligned, and consistent with the Company’s compensation philosophy before advancing recommendations. Following this review, the Compensation Committee considers the recommendations of the Special Compensation Committee in determining Chief Executive Officer compensation outcomes. In evaluating annual incentive payouts, the Compensation Committee, supported by its Compensation Consultant, utilizes a structured decision-making framework that incorporates the Chief Executive Officer’s self-assessment of performance against annual commitments, including both quantitative and qualitative factors, progress against strategic objectives, and an assessment of overall Company performance for the year. Based on this comprehensive evaluation, the Compensation Committee develops its recommendations, which are then presented to the independent members of the Board of Directors for further review, discussion, and final approval. The Compensation Committee meets regularly in executive session. The Chief Executive Officer is not present during deliberations or votes regarding his compensation and recuses himself from Board sessions in which his compensation is discussed or approved. 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 2025 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 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
| 2025 Benchmark Group | | | | Cardlytics, Inc. | Integral Ad Science Holding Corp. | Playtika Holding Corp. | | Digital Turbine, Inc. | Inuvo, Inc. | Snail, Inc. | | Domo, Inc. | Liveperson, Inc. | Truecar, Inc. | | Fastly, Inc. | Magnite, Inc. | Upland Software, Inc. | | Fluent, Inc. | PLAYSTUDIOS, 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 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 Consultant - 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 2025 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 Incentives (Bonuses)
Annual Cash Incentives (Bonuses) The Company’s annual bonus program is designed to align with the interests of stockholders and the Company’s short-term operating priorities. The Company’s annual bonus program is based on corporate financial metrics that reflect the Company’s growth and profitability, with individual NEO payouts determined based on performance against these metrics. The Company establishes business objectives at the beginning of each year, and performance is assessed at year-end against these predetermined financial targets, together with the Compensation Committee’s evaluation of an executive’s individual performance. An executive generally must be employed by the Company at the end of the performance period to be eligible for an annual bonus payout. This design reinforces alignment between award outcomes and overall Company performance. For 2025, our NEOs had the following target bonuses.
Annual Cash Incentives (Bonuses)
| Name | Target Bonus (Effective January 1, 2025) | | Andrew Paradise | $600,000 | | Gaetano Franceschi | $480,000 | | Nikul Patel(1) | $0 |
Annual Cash Incentives (Bonuses)
| (1) Mr. Patel was not eligible for a target bonus for 2025. |
Annual Cash Incentives (Bonuses)
Bonuses under the annual cash bonus program are based on achievement against two Company performance metrics: Net Gaming Revenue (“NGR”) and Adjusted EBITDA excluding all litigation expenses, each weighted at 50%. For 2025, the Compensation Committee established a threshold level of performance at which no payout is earned (0%), compared to prior years where payouts could be earned at threshold. Payouts are earned based on performance relative to threshold and target, representing 0% and 100%, respectively, of the annual total incentive opportunity. If NGR performance was achieved at $58.8 million or $66.1 million, the bonus would payout at 0% or 100%, respectively, of target, with payouts between these levels determined based on straight-line interpolation. NGR is not a generally accepted accounting principle (“GAAP”) financial performance metric. NGR means the total entry fees paid by users for contests hosted on the Company’s platform. Total entry fees include entry fees paid by end-users using cash deposits, prior winnings from end-users’ accounts that have not been withdrawn and end-user incentives used to enter paid entry fee contests, excluding prizes and other incentives paid to players. Accordingly, stockholders should not rely on this metric as an indicator of financial performance. If Adjusted EBITDA excluding all litigation expenses was achieved at $(44.0) million or $(39.2) million, the bonus would payout at 0% or 100%, respectively, of target, with payouts between these levels determined based on straight-line interpolation. Adjusted EBITDA excluding all litigation expenses is a non-GAAP financial measure, and stockholders should not rely on this metric as an indicator of financial performance without also considering the Company’s GAAP results. To the extent that performance exceeds target, bonus payouts may be increased up to a maximum of 200% of target. For 2025, based on performance against its established FY25 incentive goals, the Compensation Committee approved bonus payouts of 70% of target to the Company’s eligible NEOs. This result was based on growth across the business and progress made against several key Company-wide key performance indicators. While the Company did not achieve its net revenue target, it exceeded the AEBITDA target, reflecting meaningful progress in improving efficiency. Based on the overall performance mix, the formulaic outcome resulted in a 50% achievement against target. In recognition of exceeding our AEBITDA target and the broader progress made across the business, the CEO and Board approved increasing bonus payouts from the formulaic 50% of target to 70% of target for each bonus-eligible employee, including the Company’s eligible 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 the 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 2025 Long-Term Equity Grant. For 2025, the Compensation Committee designed the Chief Executive Officer’s long-term equity grant to reinforce alignment with stockholders, emphasize sustained stock price appreciation, and support retention during a critical period for the Company. The Chief Executive Officer’s target long-term equity incentive opportunity was $6.0 million and was delivered through a mix of 75% performance-based and 25% time-based equity awards. The 2025 long-term equity grant program consists of the following components:
CEO Long-Term Equity Grant
| Component | Weighting | Purpose | Key Features | | Stock Price-Based RSUs | 50% | Align with stockholder value creation | • Stock price (30-day volume-weighted average price VWAP) performance metric • Four-year performance period • 0%-200% payout range based on stock price milestones • Vesting upon achievement of stock price hurdles, subject to continued service | | Performance-Based RSUs | 25% | Drive operational performance | • Three one-year performance periods with payout at end of year three • 0%-200% payout range with interpolation to target |
CEO Long-Term Equity Grant
| Component | Weighting | Purpose | Key Features | | Time-Based RSUs | 25% | Promote retention and leadership continuity | • Three-year vesting period • Equal quarterly vesting (12 installments) |
CEO Long-Term Equity Grant
For 2025, the Compensation Committee approved the use of a 90-day volume-weighted average price (“VWAP”) to determine the number of shares underlying the Chief Executive Officer’s equity awards, based on the 90-day period ended December 31, 2024. The Compensation Committee selected this approach to reduce the impact of short-term stock price volatility and to provide a more representative valuation of the Company’s common stock at the time of grant. Additional detail regarding the equity awards granted to the Chief Executive Officer, including the number of shares and grant date fair value, is provided in the “Summary Compensation Table” included in this proxy statement. 2023 Long-Term Equity Grant. As previously disclosed, in November 2022, the Special Committee approved a long-term equity award to Mr. Paradise, a portion of which was delivered in PSUs ($8.625 million grant date fair value). granted on January 1, 2023 These PSUs 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.
2025 Equity Awards Made to Other Named Executive Officers
2025 Equity Awards Made to Other Named Executive Officers The Compensation Committee approved an equity award to Mr. Franceschi with a target long-term equity incentive opportunity totaling $800,000 and was delivered through a mix of 50% performance-based PSUs and 50% time-based RSUs. The PSUs were subject to achievement of Company performance goals over a one-year performance period. These performance goals were based on NGR and Adjusted EBITDA (excluding litigation expenses). Following the conclusion of the performance period, the Compensation Committee determined that performance was achieved at 70% of target. The RSUs were fully vested on the date of grant (and were granted as part of his transition from our company). Additional detail regarding these awards, including the number of shares and grant date fair value, is provided in the “Summary Compensation Table” included in this proxy statement.
Employment Arrangements
Employment Arrangements All of our NEOs are employees-at-will and none of them have employment agreements with Skillz. Some of our executive officers have offer letters with the Company, including our NEOs: Mr. Franceschi is party to an offer letter with the Company dated October 17, 2023, pursuant to which he serves as Chief Financial Officer of the Company (the “Franceschi Offer Letter”). He is paid a salary of $400,000 per year, and is eligible to receive annual target cash incentive compensation of $480,000 subject to achievement of certain performance goals. Mr. Franceschi is eligible for an annual RSU award equal to $400,000 of the Company’s Class A Common Stock, measured as of the grant date and subject to quarterly vesting over a one-year period. Mr. Franceschi is eligible to receive an annual target PSU award equal to $400,000 of the Company’s Class A Common Stock determined as of the grant date and subject to achievement of certain performance goals. In December 2025, as amended in March 2026, the Company entered into a transition and separation agreement (the “Transition Agreement”) with Mr. Franceschi. The Transition Agreement provides that Mr. Franceschi will remain our Chief Financial Officer through the earlier of (i) October 1, 2026 or (ii) a mutually agreed date following the appointment of a successor Chief Financial Officer. In exchange for a general release of claims and his compliance with certain restrictive covenants, Mr. Franceschi will, among other things, (a) receive his 2025 annual time-based RSUs with a grant date value equal to $400,000 as described above, (b) receive his 2025 annual PSUs with a grant date value equal to $400,000 as described above, (c) receive separation payments and benefits pursuant to the “Non-CIC Qualifying Termination” provisions of the Executive Severance Plan (which includes nine months of salary continuation, nine months of COBRA reimbursements and 100% equity acceleration of any unvested equity awards under the 2017 Plan, as defined below), and (d) be eligible to receive his earned but unpaid annual bonus for 2025, to be paid in the same manner and at the same time as for all other executive participants in the Company’s annual bonus program. Mr. Patel is party to an offer letter with the Company (the “Patel Offer Letter”) dated March 7, 2024, pursuant to which he serves as Interim General Counsel. He is paid a salary of $630,000 per year, and is eligible to receive severance as a Tier 3 Executive and Covered Executive with respect to the Company’s Executive Severance Plan.
2025 Summary Compensation Table and Related Narrative
2025 Summary Compensation Table and Related Narrative The following Summary Compensation Table shows information concerning the annual compensation for services provided to Skillz by our NEOs for the years ended December 31, 2025 and 2024. Certain other information is provided in the narrative footnotes following the Summary Compensation Table. All dollar amounts are rounded to the nearest whole dollar.
2025 Summary Compensation Table and Related Narrative
| Name and Position | Year | Salary ($) | Bonus ($) | Stock Awards ($)(1) | All Other Compensation ($) | Total ($) | | Andrew Paradise | 2025 | 600,000 | — | 1,797,141 | 5,452(4) | 2,402,593 | | Chief Executive Officer | 2024 | 525,000 | — | — | 5,452(4) | 530,452 | | Gaetano Franceschi | 2025 | 400,000 | — | 479,235 | 9,462(4) | 888,697 | | Chief Financial Officer | 2024 | 376,923(2) | — | 424,180 | 82,846(5) | 883,949 | | Nikul Patel | 2025 | 630,000 | — | — | 6,175(4) | 636,175 | | Interim General Counsel | 2024 | 468,058(3) | — | — | — | 468,058 |
2025 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 13 to Skillz’s consolidated financial statements included in the Company’s Annual Report on Form 10-K for the 2025 fiscal year for additional information. |
2025 Summary Compensation Table and Related Narrative
| (2) Mr. Franceschi was appointed as Chief Financial Officer effective January 8, 2024. Pursuant to an offer letter, Mr. Franceschi received a prorated annual base salary of $400,000. |
2025 Summary Compensation Table and Related Narrative
| (3) Mr. Patel was appointed as Interim General Counsel effective March 10, 2024. Pursuant to an offer letter, 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. |
2025 Summary Compensation Table and Related Narrative
| (4) Represents the value of 401(k) plan match contributions. |
2025 Summary Compensation Table and Related Narrative
| (5) Consists of: (i) $75,000, which represents the value of a moving allowance provided to Mr. Franceschi; (ii) $7,846, which represents the value of 401(k) plan match contributions. |
Outstanding Equity Awards at 2025 Fiscal Year-End
Outstanding Equity Awards at 2025 Fiscal Year-End The following table shows information regarding equity awards held by the NEOs that were outstanding as of December 31, 2025. Dollar amounts, except exercise prices, are rounded to the nearest whole dollar.
Outstanding Equity Awards at 2025 Fiscal Year-End
| | | Option Awards | | | | | Stock Awards | | | Name(1) | Grant Date | Number of Securities Underlying Unexercised Options Exercisable (#) | Number of Securities Underlying Unexercised Options Unexercisable (#) | Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Unearned Options (#)(2) | Option Exercise Price ($) | 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 | 12/19/2025 | — | — | — | — | — | 19,047 | 82,093 | | | 11/23/2022 | — | — | — | — | — | 452,889 | 1,951,952 | | | 12/16/2020 | — | — | 498,000 | 353.60 | 12/16/2030 | — | — | | Gaetano Franceschi | 12/19/2025 | — | — | — | — | — | 19,047 | 82,093 | | Nikul Patel(5) | None | | | | | | | |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (1) All outstanding equity awards as of December 31, 2025, as reported in this table, are denominated in Class A Common Stock. |
Outstanding Equity Awards at 2025 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 2025 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 2025 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 2025 Fiscal Year-End
| • | For Mr. Paradise’s December 19, 2025 RSU award, the RSUs listed in this column vest in twelve substantially equal installments over three years on each three month anniversary of January 1, 2025. 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, 2025 grant date set forth in his award agreement. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| • | For Mr. Franceschi, the RSUs listed in this column vest in four substantially equal installments on each three month anniversary of January 1, 2025. In addition as required under SEC rules, the accounting grant date under FASB ASC Topic 718 is being reported here for Mr. Franceschi’s RSU award, as opposed to the January 1, 2025 grant date set forth in his award. |
Outstanding Equity Awards at 2025 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 $4.31, the closing price of a share of Class A Common Stock on December 31, 2025. |
Outstanding Equity Awards at 2025 Fiscal Year-End
| (5) Mr. Patel was not eligible to receive equity awards. |
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) | | 2025 | $2,402,593 | $2,097,846 | $762,436 | $679,177 | $0.95 | $(70,408) | | 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) |
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 2025, Messrs. Franceschi and Patel. |
Pay Versus Performance
| b. | For 2024, Messrs. Franceschi and Patel. |
Pay Versus Performance
| c. | For 2023, Messrs. Chafkin, Roswig, Dahlinghaus, 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, 2022 through December 31, 2025. We have assumed that dividends have been reinvested. The resulting amounts assume that $100 was invested on December 17, 2020, 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 | 2025 | 2024 | 2023 | | SCT Total for PEO | $2,402,593 | $530,452 | $545,259 | | 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 | $(1,797,141) | $— | $— | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | $929,993 | $— | $— | | Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | $460,962 | $— | $— | | 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 | $(312,493) | $(2,251,575) | $(6,040,542) | | 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 | $413,932 | $(167,116) | $168,914 | | Subtract fair value (as of end of prior year) for equity awards granted in prior fiscal years that were forfeited during covered fiscal year | $— | $— | $— | | 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 | $(304,747) | $(2,418,691) | $(5,871,628) | | CAP | $2,097,846 | $(1,888,239) | $(5,326,369) |
Pay Versus Performance
| Adjustments to Determine Average CAP for Non-PEO Named Executive Officers as a Group | | | | | Covered Fiscal Year | 2025 | 2024 | 2023 | | Average SCT Total for Non-PEO Named Executive Officers | $762,436 | $676,003 | $555,134 | | 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 | $(239,618) | $(212,090) | $(100,635) | | Add fair value (as of end of year) of equity awards granted during the covered fiscal year that remain unvested as of year end | $27,555 | $109,585 | $69,007 | | Add fair value (as of vesting date) of equity awards granted during the covered fiscal year that vest during the covered year | $122,922 | $— | $— | | 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) | | 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 | $5,882 | $— | $(37,011) | | 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) | | 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 | $(83,259) | $(102,505) | $(515,157) | | CAP | $679,177 | $573,498 | $39,978 |
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.