DEF 14A of Inspired Entertainment, Inc., Apr 25, 2025

DEF 14A of Inspired Entertainment, Inc.

Filed Apr 25, 2025 · FY20240001641172-25-006261

Open on EDGAR

  1. Directors and Executive Officers

    Directors and Executive Officers Our current directors and executive officers are as follows:

  2. Directors and Executive Officers

    | Name | Age * | Position | | A. Lorne Weil | 79 | Executive Chairman of the Board of Directors | | Michael R. Chambrello | 67 | Director | | Ira H. Raphaelson | 71 | Director | | Desirée G. Rogers | 65 | Director | | Steven M. Saferin | 76 | Director | | Katja Tautscher | 53 | Director | | John M. Vandemore | 51 | Director | | Brooks H. Pierce | 63 | President and Chief Executive Officer | | James Richardson | 49 | Executive Vice President and Chief Financial Officer | | Simona Camilleri | 44 | Executive Vice President and General Counsel |

  3. Directors and Executive Officers

    | * As of April 1, 2025 |

  4. Directors and Executive Officers

    A. Lorne Weil has served as our Executive Chairman since the consummation of the business combination that created the current Inspired Entertainment, Inc. in December 2016. Mr. Weil was the co-sponsor and founder of Inspired’s predecessor, Hydra Industries Acquisition Corp, and served as its Chairman and Chief Executive Officer since its formation in 2014. Mr. Weil has been a principal of Hydra Management, an investment vehicle he formed, since September 2014. Mr. Weil was Chairman of the Board of Scientific Games Corporation, since renamed Light and Wonder, Inc. (and its predecessor, Autotote Corporation) from October 1991 to November 2013. Light and Wonder is a supplier of technology-based products, systems and services to gaming markets worldwide. Mr. Weil also served as the Chief Executive Officer of Scientific Games Corporation from 1992 to 2008 and from November 2010 to November 2013 and as the President from August 1997 to June 2005. Under Mr. Weil’s stewardship, the company made a number of significant acquisitions and joint ventures, including the privatization of the off-track betting operations of the State of Connecticut, and the acquisitions of Scientific Games Holdings Corp., IGT Online Entertainment Systems, Global Draw, Games Media and WMS Industries, and the privatization of the Illinois, New Jersey and Italian lotteries. Prior to joining Scientific Games, Mr. Weil was President of Lorne Weil, Inc., a firm he founded which provided strategic planning and corporate development services to technology-based industries, a role he maintained from 1979 to November 1992. From 1974 to 1979, Mr. Weil was Vice President — Corporate Development at General Instrument Corporation. From 1970 to 1974, Mr. Weil was a manager with the Boston Consulting Group. Mr. Weil received his undergraduate degree from the University of Toronto, an M.S. degree from the London School of Economics and an M.B.A. from Columbia University, where he served for more than 10 years on the Board of Overseers. In 2012, Mr. Weil was the sponsor and Chairman of the Board of Andina Acquisition Corp., a NASDAQ-listed blank check company, and served as the Chairman of its successor entity, Tecnoglass Inc., until December 2024. Mr. Weil served as Executive Chairman of Leisure Acquisition Corp., a blank check company from September 2017 until it completed a business combination in June 2021. We believe Mr. Weil is well qualified to serve as a member of our Board due to his extensive business and leadership experience, particularly in the gaming industry. Michael R. Chambrello has been a director since January 2019. Mr. Chambrello is principal of Wickford Strategic Investment, LLC. Mr. Chambrello served as the Chief Executive Officer of North America Lottery for International Game Technology PLC from March 2015 until December 2017, where he was responsible for the development and delivery of all lottery technology solutions globally, the strategic development and management of the lottery business in the U.S. and Canada and the global instant ticket printing business. From July 2005 to December 2013, Mr. Chambrello served in various roles at Scientific Games Corporation, including Chief Operating Officer, President and Chief Executive Officer, and Chief Executive Officer–Asia-Pacific Region. He served as President and CEO of Environmental Systems Products Holdings from November 2000 to June 2005 and as CEO of Transmedia Asia Pacific, Inc. and Transmedia Europe Inc. from 1998 to 1999. He served in various roles at GTECH Holdings Corporation and its subsidiaries, most recently as President of GTECH Corporation and Executive Vice President of GTECH Holdings Corporation, from 1981 to 1998. Mr. Chambrello has served on the board of directors of various public and private companies, most recently as chairman of the board of directors of Meridian Lightweight Technologies. He has also served on the board of numerous not-for-profit organizations, and currently sits on the executive committees of the Petit Family Foundation and the Southern Connecticut State University Foundation. Mr. Chambrello earned a Bachelor of Science degree in Economics from Southern Connecticut State University. We believe Mr. Chambrello is well qualified to serve as a member of our Board due to his extensive business experience, including significant operational experience with public companies in the gaming industry. Ira H. Raphaelson has been a director since December 2016. Mr. Raphaelson was Senior Counsel at the law firm of White & Case LLP, in Washington, D.C and Chicago, Illinois until June 2023. Mr. Raphaelson also served as an adjunct professor of law at Northwestern University’s Pritzker School of Law from September 2017 to February 2023. Mr. Raphaelson served as Executive Vice President and Global General Counsel of Las Vegas Sands Corp. from November 2011 and as the company’s Secretary from January 2015 until August 2016. Mr. Raphaelson served as Vice President and General Counsel of Scientific Games Corp. from February 2006 until October 2011 and as its secretary from June 2006 until October 2011. Mr. Raphaelson was a partner in and helped manage the Washington D.C. office of the law firm of O’Melveny & Myers LLP for ten years and a partner in the Washington D.C. office of Shaw Pittman for three years. Prior to entering private practice, he was a state and federal prosecutor for 15 years, serving the last two years as a Presidentially appointed Special Counsel for Financial Institutions Crime within the Department of Justice. Mr. Raphaelson earned an undergraduate degree and a law degree from Northwestern University. We believe Mr. Raphaelson is well-qualified to serve as a member of our Board due to his extensive legal and business experience, including his experience with public companies and advising with respect to legal and regulatory compliance. Desirée G. Rogers has been a director since August 2018. Ms. Rogers is the Chief Executive Officer and Co-Owner of Black Opal, LLC, a cosmetics company with two separate brands, Fashion Fair and Black Opal specifically designed for the ethnic market. From August 2010 until May 2017, Ms. Rogers was the Chief Executive Officer of Johnson Publishing Company, LLC, a lifestyle company inspired by the African American experience. Ms. Rogers served as the Chair of the Chicago tourism bureau, Choose Chicago from 2013 until 2019. Ms. Rogers was the White House Social Secretary for President Obama from January 2009 to April 2010. She served as President of Social Networking for Allstate Financial, a business unit of the Allstate Corporation, from July 2008 to December 2008; as President of Peoples Gas and North Shore Gas, two utility companies owned by Peoples Energy Corporation (a public company acquired by Integrys Energy Group), from 2004 to July 2008; as Senior Vice President and Chief Marketing Officer and Vice President of Peoples Energy Corporation from 1997 to 2004; and as a Director of the Illinois Lottery from 1991 to 1997. In addition, Ms. Rogers served on the Board of Trustees of Equity Residential, a public real estate investment trust, Blue Cross Blue Shield and Pinnacle Entertainment, Inc. She currently serves on the boards of Northwestern Memorial Foundation, The American Cancer Society and Stagwell Inc., a publicly listed marketing services business. Ms. Rogers has an undergraduate degree from Wellesley College and an M.B.A. from Harvard Business School. We believe Ms. Rogers is well qualified to serve as a member of our Board due to her extensive experience as a senior executive in the public and private sectors.

  5. Directors and Executive Officers

    Steven M. Saferin has been a director since August 2018. Mr. Saferin is Managing Director of Entertainment and Sports Gaming Network, LLC, a gaming licensing consultancy firm he founded in 2019. Mr. Saferin previously founded Media Drop-In Productions (later named MDI Entertainment), a licensed lottery games and promotions business in 1986, where he served as President and Chief Executive Officer until 2003, when he sold the company to Scientific Games Corporation. Following the sale, Mr. Saferin continued to lead MDI as a division president and also assumed the position of Chief Creative Officer for Scientific Games in 2009 until his retirement in 2016. Prior to founding MDI, Mr. Saferin was the Director of Program Acquisitions at ESPN from 1982 to 1986 and served as a vice president with both Viacom Communications and Warner Amex Cable from 1978 to 1982. Mr. Saferin was an attorney for the Federal Communications Commission and for Viacom International Inc. between 1974 and 1978. He has a journalism degree from American University and was a sportswriter at the Washington Post. Mr. Saferin endowed the Sports Communication Program at American University. He holds a law degree from the University of Maryland. He has been recognized by the Lottery Hall of Fame for innovations in lottery advertising and the invention and implementation of licensed games in the lottery industry. We believe Mr. Saferin is well qualified to serve as a member of our Board due to his extensive experience in business, brand marketing and as a lottery products innovator. Katja Tautscher has been a director since February 2021. Ms. Tautscher has served as the General Counsel of OMV Group, an Austrian multinational integrated oil, gas and petrochemical company, which is headquartered in Vienna, Austria, and listed on the Vienna Stock Exchange, since June 2022. In this capacity, Ms. Tautscher leads the legal team and provides respective services to the senior management and the different business units and functions. Prior to that, Ms. Tautscher was the Chief Legal and Compliance Officer of Borealis AG, one of the world’s leading providers of advanced and circular polyolefin solutions and a European market leader in base chemicals, fertilizers and the mechanical recycling of plastics. Ms. Tautscher joined Borealis AG in 2008 as General Counsel and served as Chief Legal and Procurement Officer to the Borealis Group, where she, next to her responsibilities to oversee all legal activities of the group, was also accountable for the cost-efficient sourcing of all technical goods and services, raw materials and business services for the entire group, from 2014 to 2020. Prior to joining Borealis AG, Ms. Tautscher worked as Assistant General Counsel to Scientific Games Inc, a global leader in the gaming and lottery industries, from 2006. In this capacity, she conducted EU gaming regulatory work and supervised UK legal operations. Before that, Ms. Tautscher worked as an associate and partner in Austrian and European magic circle law firms focusing on regulatory topics, including gaming and betting laws as well as competition and antitrust matters. Ms. Tautscher was previously a supervisory board member of Borealis Agrolinz Melamine GmbH. Ms. Tautscher currently serves as director of OMV Petrom S.A., a company based in Bucharest, Romania and listed on the Romanian Stock Exchange, as chairwoman of OMV Downstream GmbH and OMV Exploration and Production GmbH, both based in Vienna, Austria. Ms. Tautscher has a legal degree from the University of Vienna, Austria, and holds an LL.M. from London School of Economics and an M.B.A from INSEAD (Fontainebleau). She is admitted to the bar of Austria and is a solicitor of England and Wales. We believe that Ms. Tautscher is well qualified to serve as a member of the Board of Directors because of her extensive European legal and business experience, including her prior experience in the gaming industry. John M. Vandemore has been a director since December 2016. Mr. Vandemore has served as Chief Financial Officer of Skechers USA, Inc., a globally branded casual footwear design and marketing company, since November 2017. Previously, he served as Executive Vice President, Divisional Chief Financial Officer of Mattel, from September 2015 until October 2017. Prior to that, he served as Chief Financial Officer and Treasurer of International Game Technology from 2012 until 2015. Prior to that, from 2007 to 2012, Mr. Vandemore served as Vice President and Chief Financial Officer of Walt Disney Imagineering, a division of The Walt Disney Company, a global entertainment company. From 2005 to 2007, Mr. Vandemore served as Vice President and Director, Operations Planning & Analysis of The Walt Disney Company. Prior to 2005, Mr. Vandemore held various positions at AlixPartners, Goldman Sachs, and PricewaterhouseCoopers. Mr. Vandemore earned a Bachelor of Business Administration degree with a major in Accountancy from the University of Notre Dame and a Master of Business Administration degree from the J.L. Kellogg Graduate School of Management at Northwestern University. We believe Mr. Vandemore is well qualified to serve as a member of our Board due to his extensive financial, accounting and business experience, including his experience as a chief financial officer. Brooks H. Pierce has been our President since May 2018 and our Chief Executive Officer since January 2023 (previously serving as our Chief Operating Officer from May 2018 until January 2023). Mr. Pierce joined the Company as Senior Vice President, North America, in April 2018. He previously held the position of Chief Executive Officer of BHP Consulting Group, LLC, a sales, marketing and leadership consulting firm that provided consulting services to the Company from May 2017 through March 2018. From 2015 to 2017, Mr. Pierce was Managing Director of the Americas for Aristocrat Technologies, Inc. He was Chief Revenue Officer for the gaming division of Scientific Games Corporation from 2012 to 2015 and held various other roles within Scientific Games from 1991 to 2010, including Senior Vice President of Marketing and President of Scientific Games Racing. From 2010 to 2012, Mr. Pierce was the President and Chief Business Development Officer of Sportech PLC, a U.K.-based gaming equipment and systems supplier. He is currently a Member of the Advisory Board of Leading Edge Ventures, a Wilmington, Delaware-based venture capital fund, as well as an Advisory Board Member of the Horn Entrepreneurial Program at the University of Delaware. He received his BA from the University of Delaware and is a graduate of the Columbia Business School Senior Executive Program. James Richardson has been our Chief Financial Officer since January 2025. From 2019 through 2024, Mr. Richardson was employed by Manchester Airports Group as Group Commercial Finance Director and Finance Director of London Stansted and East Midlands Airports, where he contributed significantly to a host of financial, commercial and operational achievements. From 2017 until 2019, Mr. Richardson served as Global Online Finance Director of William Hill plc, one of the world’s leading gaming and betting companies, overseeing the £600 million online betting and gaming business. His leadership was instrumental in delivering substantial multi-territory growth and successfully reorganizing the business to align with strategic objectives. He also served as CFO for Dollar Financial Corp’s UK division, and as CFO for the UK and European divisions of Global Payments Inc., a NASDAQ-listed financial services provider. Earlier in his career, he worked at HSBC Plc, focusing on strategy, mergers and acquisitions, leading the sale of their merchant services business to Global Payments Inc. Mr. Richardson, a Chartered Accountant (FCA, ICAEW), began his career at PricewaterhouseCoopers LLP. He is a graduate of the University of Hull, United Kingdom.

  6. Directors and Executive Officers

    Simona Camilleri has been our General Counsel since July 2024. Dr. Camilleri has an extensive background in the legal and compliance field, holding various leadership roles at companies such as Sportingtech (March 2022 to May 2024), Casumo (August 2020 to January 2022), Payhound and Booming Games (2016-2020), the Betclic Everest Group (2011 to 2016), and UK Counsel for Scientific Games, Global Draw, and Games Media (2006 to 2011). Additionally, she has served on the Board of Gaming Malta and as an Executive Committee Member (Chairperson) for the Remote Gaming Business Section of the Malta Chamber of Commerce. She obtained an LLM in Commercial Law from University College London, after having been awarded a Chevening Scholarship by the British Foreign and Commonwealth Office in 2005. She holds a Doctor of Laws degree and a Bachelor of Arts in Law & Sociology from the University of Malta. She was admitted to the bar in Malta in 2004 and to the Roll of Solicitors of England and Wales in 2007, and again in 2024. She is a member of the Malta Chamber of Advocates and the Law Society of England & Wales.

  7. Board of Directors

    Board of Directors The Board is comprised of seven directors, each of whom is a nominee for election at the Annual Meeting. During the fiscal year ended December 31, 2024, the Board met six (6) times and all directors attended at least 75% of the total number of meetings of the Board and committees of the Board on which they served. We do not have a policy regarding director attendance at annual meetings, but encourage directors to attend if possible. All of the directors then serving on the Board attended our 2024 virtual annual meeting of stockholders.

  8. Executive Compensation Oversight and Objectives

    | ● | to attract and retain key executive talent by providing competitive compensation; |

  9. Executive Compensation Oversight and Objectives

    | ● | to reward executive officers based upon the achievement of Company performance goals and individual performance goals; and |

  10. Compensation Consultant

    Compensation Consultant The Compensation Committee retains Frederic W. Cook & Co., Inc. (“FW Cook”) as its independent compensation consultant. Representatives of FW Cook regularly attend Compensation Committee meetings and communicate with the Chair of the Compensation Committee between meetings. FW Cook reports directly to the Compensation Committee and the Compensation Committee oversees the fees paid to it for its services. FW Cook provides the Compensation Committee with independent and objective guidance on a variety of matters related to our executive and director compensation programs and general compensation and benefits matters. FW Cook does not provide any consulting services to the Company beyond its role as a consultant to the Compensation Committee. The Compensation Committee conducts an assessment of the independence of its compensation consultant annually, pursuant to SEC rules and, following its most recent assessment, concluded that no conflict of interest exists that would prevent FW Cook from serving as an independent consultant to the Compensation Committee. During 2024, FW Cook provided the following services to the Compensation Committee: (1) prepared a compensation risk assessment; (2) provided advice on executive compensation levels for Executive Chairman, Chief Executive Officer and Chief Financial Officer; (3) advised the Compensation Committee regarding clawback policy including in connection with the Company’s financial restatements (included in our Form 10-K/A for the fiscal year ended December 31, 2022) which were filed with the SEC in February 2024; and (4) advised the Compensation Committee on executive compensation trends and regulatory developments generally.

  11. Benchmarking

    Benchmarking In evaluating each element of compensation for our executive officers and senior officers, the Compensation Committee reviewed and benchmarked compensation levels against competitive market data developed by FW Cook. In general, market data developed by FW Cook was comprised of peer group proxy compensation data, together with compensation data by functional position derived from general industry surveys. The proxy peer group composition is reviewed and approved by the Compensation Committee after obtaining advice from FW Cook. Key criteria for inclusion include similar size, industry focus, scope and complexity of business as well as companies with which we compete for executive talent. The current peer group is as follows: Accel Entertainment, Inc. (NYSE:ACEL), Agilysys, Inc. (NASDAQ:AGYS), Century Casinos, Inc. (NASDAQ:CNTY), Everi Holdings Inc. (NYSE:EVRI), Full House Resorts, Inc. (NASDAQ:FLL), GAN Limited (NASDAQ:GAN), Golden Entertainment, Inc. (NASDAQ:GDEN), IMAX Corporation (NYSE:IMAX), LiveOne, Inc. (NASDAQ:LVO), PlayAGS, Inc. (NYSE:AGS), Reservoir Media, Inc. (NASDAQ:RSVR), Rush Street Interactive, Inc. (NYSE:RSI), Synchronoss Technologies, Inc. (NASDAQ:SNCR) and Turtle Beach Corporation (NASDAQ:TBCH).

  12. Named Executive Officers

    Named Executive Officers The named executive officers of the Company (the “Named Executive Officers”) for 2024 were as follows:

  13. Named Executive Officers

    | Named Executive Officer | Position | | A. Lorne Weil | Executive Chairman | | Brooks H. Pierce | President and Chief Executive Officer | | Marilyn Jentzen | Former Interim Chief Financial Officer |

  14. Named Executive Officers

    Ms. Jentzen served as Interim Chief Financial Officer from December 2023 through December 2024.

  15. Executive Compensation Elements

    | ● | base salary; | | ● | short-term cash bonus awards; | | ● | long-term equity awards; | | ● | personal benefits; and | | ● | termination and change in control provisions. |

  16. Incentive-based Compensation

    Incentive-based Compensation Overview of Short- and Long-Term Incentive Plans The Company’s short-term incentive plan (STIP) is based on attainment of Adjusted EBITDA (as defined below in the “Pay versus Performance” section) before the inclusion of bonuses under the STIP (“Adjusted EBITDAB”). The STIP for 2024 had various target eligibility levels across multiple tiers of management levels ranging from 10% to 120% of base salary depending on corporate performance, business segment performance, and individual performance objectives. Bonus eligibility for the Company’s executive officers for 2024 was based on corporate performance criteria, except for Ms. Jentzen (our Interim CFO), whose bonus was solely based on remediation of material accounting and SOX weaknesses. The Company’s long-term incentive plan (LTIP) contemplates an aggregate award of restricted stock units with a value equal to a percentage of base salary depending on management levels and ranging from 10% to 100%. Half of the awards are time-vested and half are subject to performance criteria. The time-vested restricted stock units vest as to 1/3 in each year beginning in the year of grant, and performance-based restricted stock units vest on December 31 of the third year after the grant, provided that such shares are earned by meeting the performance criteria set at the time of the grant for the initial year. The performance criteria are based on Adjusted EBITDAB targets.

  17. Short-Term Cash Bonus Awards

    Short-Term Cash Bonus Awards 2024 Short-Term Cash Bonus Awards As part of the STIP adopted by the Compensation Committee, the named executive officers (other than Ms. Jentzen) were eligible to receive performance-based cash bonuses for 2024 based on a formula that involved attainment of the Company’s financial performance metrics. The target bonus opportunity for Mr. Weil for 2024 was equal to 120% of his base salary and his maximum bonus opportunity was equal to 240% of his base salary. The target bonus opportunity for Mr. Pierce was equal to 110% of his base salary and his maximum bonus opportunity was equal to 220% of his base salary. Ms. Jentzen was not a participant in the STIP but was eligible to receive a bonus, at the discretion of the Compensation Committee, of up to $100,000, conditional upon substantial remediation of the Company’s material accounting and SOX weaknesses. In adopting the budget and bonus structure for 2024, the Compensation Committee, on recommendation of the executive team, adopted a budget with an Adjusted EBITDAB target of $115.8 million (converted from GBP, our functional currency, based on prevailing exchange rate on approval date). In February 2025, the Compensation Committee reviewed the preliminary Adjusted EBITDAB results for 2024 (which reflected attainment of approximately 89% of the target) and the performance of the executive officers and other eligible employees. Based on such evaluation, and management’s recommendation, the Compensation Committee approved awards equal to 38.55% of each eligible participant’s target award opportunity for attainment of the corporate performance target for the year (subject to adjustment until the financial statements to be included in the Annual Report were finalized). In March 2025, the Compensation Committee reviewed the effect of certain immaterial revisions to historical financial statements (which were identified while the Company was preparing its 2024 financial statements) as well as the impact on the amount of Adjusted EBITDAB previously reported to the Compensation Committee for 2024. Following its review, the Compensation Committee concluded that, in light of the substantially off-setting impact of the corrections over the historical periods (from the re-allocation from 2024 to earlier years of certain revenues previously included for 2024), it would not revisit the awards approved for 2024. In the case of Ms. Jentzen, whose award was solely based upon substantial remediation of material accounting and SOX weaknesses, the Compensation Committee approved her full award potential ($100,000). Additional Criteria for Finance Team For 2024, the Compensation Committee adopted additional performance criteria for members of the finance team, with regards to 50% of their eligible STIP (including any maximum STIP), based on (i) substantial remediation of material accounting and SOX weaknesses by year end; and (ii) achievement of proficiency training in U.S. GAAP accounting, each of which was subject to management’s recommendation as to achievement and the Compensation Committee’s determination (save in respect of the Interim CFO for whom the entire bonus potential (of $100,000) was dependent on substantial remediation of material accounting and SOX weakness by December 31, 2024 to be assessed based on recommendations from management and exercising Compensation Committee discretion, as to whether the criteria being met. In approving bonuses for the finance team members, the Compensation Committee determined that significant improvements had been made in achieving the established criteria. For 2025, the Compensation Committee determined that members of the finance team will have the opportunity to be awarded an additional 10% STIP bonus, conditioned upon the Company’s external auditor issuing an unqualified audit opinion without any material weaknesses/significant deficiencies. The Compensation Committee determined that such additional bonus opportunity was appropriate, given the Company’s ongoing commitment to improve U.S. GAAP accounting controls and in particular the finance team’s efforts in achieving remediation of material weaknesses and deficiencies.

  18. Long-Term Equity Awards

    Long-Term Equity Awards In February 2024, the Compensation Committee resolved to award RSUs to management based on a percentage of base salary (100% in the case of the executive officers) and a formula price, subject to certain caps and a different formula price methodology in the case of Mr. Weil), half of which will be time vested and half of which will have performance criteria (as measured by Adjusted EBITDAB), with time-vested shares vesting 1/3 each year beginning in year of grant, and performance shares vesting on December 31 of the third year after the grant, provided that such shares are earned by meeting the performance criteria set at the time of the grant for the initial year. Although there is an overlap between the metrics used in the Company’s short-term and long-term incentives, the Compensation Committee believes Adjusted EBITDAB is a key indicator of both short- and long-term performance outcomes. The Compensation Committee takes this overlap into consideration in determining compensation incentives of Company executives, to attempt to achieve an appropriate level of focus across the key drivers of the Company’s performance. Recognizing the significant challenges in setting reliable, long-term performance goals, the Compensation Committee approved a one-year performance period for the performance awards to maintain the rigor and effectiveness of the program in incentivizing management. The Compensation Committee will continue to review market conditions and evaluate whether longer performance periods for future equity awards would be appropriate. The Company calculated the value of the Common Stock for the formula awards at $15.73, in comparison to the closing price of $9.17 of our stock on the date of grant. The formula amount was determined based on the highest of (i) the 20-trading day average price prior to the grant date, (ii) the 20-trading day average preceding the highest price for the prior year, and (iii) 80% of the formula price at which the prior year’s formula awards were granted. In Mr. Weil’s case, pursuant to the terms of his employment agreement, the formula price was determined to be $9.18 (the closing price prior to the date of grant) and the number of shares was capped at 80,000. In February 2025, as discussed in the section above relating to STIP awards for 2024, the Compensation Committee reviewed the preliminary Adjusted EBITDAB results for 2024 and determined that the performance level attained equated to approximately 38.55% of target award eligibility. In the case of Messrs. Weil and Pierce, the Compensation Committee approved amounts equal to 60% of their target awards to partially exclude them from the negative effect of the anomalous under-performance of the virtuals segment for the year (all other segments meeting or exceeding 100% performance levels). In arriving at its conclusion, the Compensation Committee considered its historic exercise of negative discretion in prior years, the role of the most senior management in the remediation of material controls issues during the years, their role in the positive achievements of other business units, and the substantial remedial steps undertaken to improve the virtuals business model prospectively. In March 2025, after reviewing the updated level of Adjusted EBITDAB for 2024 and the effect of certain immaterial revisions to historical financial statements, as discussed in the section above, the Compensation Committee determined that, in light of the substantially off-setting impact of the corrections over the historical periods, not to revise these awards.

  19. Grants of Certain Equity Awards

    Grants of Certain Equity Awards The Company’s stock-based awards consist of RSUs (time-based and performance-based). Accordingly, we do not have a policy or practice relating to the timing for approving stock option grants. The Compensation Committee has determined that granting RSUs rather than options allows it to better conserve the shares allotted for incentive purposes under the shareholder approved plan.

  20. Employment Agreements, including Termination and Change in Control Provisions

    Employment Agreements, including Termination and Change in Control Provisions The employment service agreements entered into with our Named Executive Officers establish the overall framework for each such officer’s compensation, including base salary and target and maximum bonus amounts. In January 2025, the Company entered into addendums to its employment agreements with each of Messrs. Weil and Pierce, which, as described below, extended their term of employment by one year, increased their base salary rates and increased their annual target bonus opportunity.

  21. Employment Agreement with A. Lorne Weil, Executive Chairman

    Employment Agreement with A. Lorne Weil, Executive Chairman On October 9, 2020, the Company entered into an employment agreement with A. Lorne Weil, the Company’s Executive Chairman, which replaced his prior agreement. The employment agreement, which was amended June 21, 2021, January 12, 2023 and January 29, 2025, has a term ending December 31, 2028. Pursuant to the terms of Mr. Weil’s addendum dated January 29, 2025 (with an effective date of January 1, 2025), Mr. Weil’s base salary rate was increased from $800,000 to $950,000 and his annual target bonus opportunity was increased from 120% to 130% of his annual salary (his maximum bonus opportunity is equal to two times his target bonus). Mr. Weil is eligible to receive formula awards of RSUs under the Company’s LTIP program in amounts up to 80,000 RSUs for any fiscal year. Mr. Weil’s employment agreement provides for special equity grants – he was awarded 100,000 RSUs upon execution of his employment agreement in October 2020 (which was subject to a time-based service condition through June 30, 2021) and received an additional 750,000 RSUs, subject to stockholder approval of the 2021 Omnibus Incentive Plan which was obtained at the 2021 Annual Meeting of Stockholders. The 750,000 RSUs, as modified under the first addendum to his employment agreement, were as follows:

  22. Employment Agreement with A. Lorne Weil, Executive Chairman

    | ● | Time-Based RSUs — 165,000 time-based RSUs as to which 80,000 RSUs vested on December 31, 2023 and 85,000 RSUs vested on December 31, 2024. |

  23. Employment Agreement with A. Lorne Weil, Executive Chairman

    | ● | Adjusted EBITDA Based RSUs — 187,500 RSUs, in increments of 62,500 RSUs, for each of the calendar years from 2022 through 2024, subject to the Company’s achievement of Adjusted EBITDA targets, consistent with the Company’s STIP, provided proration of the award would begin upon achievement of 70% of the annual target. In addition, for each year in which the Compensation Committee determines that the STIP target has been exceeded, the excess EBITDA would be applied to the subsequent year in determining whether Mr. Weil has met the subsequent year’s EBITDA target. The target for the first tranche (2022) was met and subsequent tranches (2023 and 2024) after factoring carryover for performance in excess of the target for prior years. |

  24. Employment Agreement with A. Lorne Weil, Executive Chairman

    | ● | Stock Price Based RSUs – 397,500 RSUs that may be earned by meeting certain stock price targets (as measured over a consecutive 45-day calendar period) as follows: 80,000 RSUs — $6.25 stock price target; 85,000 RSUs — $8.25 stock price target; 135,000 RSUs — $15.00 stock price target; 50,000 RSUs — $17.50 stock price target; and 47,500 RSUs — $20.00 stock price target. The stock price targets applicable to the first three increments were attained. |

  25. Employment Agreement with A. Lorne Weil, Executive Chairman

    Mr. Weil was awarded a further special equity grant under the second addendum, which was subject to approval by the stockholders of the Company of the 2023 Omnibus Incentive Plan at the 2023 Annual Meeting, of an aggregate of 250,000 RSUs, comprised of 125,000 Adjusted EBITDA Based RSUs that may be earned in one-third increments for each of the calendar years from 2025 to 2027, and 125,000 Stock Price Based RSUs that may be earned in one-quarter increments by meeting certain stock price targets (as measured over a consecutive 45-day calendar period) ranging from a price target of $15.00 to $22.50. The stock price target applicable to the first increment was achieved in February 2023. In the event the Company elects to terminate Mr. Weil’s employment without cause, or if Mr. Weil terminates his employment for good reason, Mr. Weil would receive his salary and target bonus amount through the earlier of (i) his contract termination date and (ii) eighteen months (or thirty months if the termination constituted a “change in control termination event” as defined), he would receive a prorated target bonus for the year of termination and his unvested equity awards (excluding his special sign-on RSUs) would remain outstanding subject to potential vesting in accordance with the time, performance or other conditions applicable to the awards. With respect to the special sign-on RSUs (as to which an aggregate of 191,250 Stock Price RSUs and 125,000 Adjusted EBITDA RSUs remain unvested), if Mr. Weil’s employment terminates prior to the end of the agreement, the unvested portion would lapse in circumstances other than death, a “change in control termination event” or if the Company’s stock is no longer publicly traded, in which case all or a portion of the outstanding balance would vest. In addition, in accordance with the terms of Mr. Weil’s agreement, term life insurance coverage was obtained in December 2020 in order to provide Mr. Weil with a death in service benefit equal to four times his base salary, which is equivalent to the coverage offered to other executives of the Company under a group policy. The annual cost of the coverage to the Company is approximately $74,000. Under the employment agreement, Mr. Weil will remain subject to certain covenants, including, among other things, a covenant not to enter into a directly competing business or solicit employees of the Company for a period of eighteen months after termination of his employment (or twelve months in the event of a “change in control termination event”), as well as a covenant not to disclose certain confidential information of the Company.

  26. Employment Agreement with Brooks H. Pierce, President and Chief Executive Officer

    Employment Agreement with Brooks H. Pierce, President and Chief Executive Officer On February 17, 2020, the Company entered into an employment agreement with Brooks H. Pierce, the Company’s President and Chief Executive Officer, which replaced his prior agreement. The employment agreement was amended on July 21, 2021, January 13, 2023 and January 29, 2025. The agreement, as amended, has a term of employment through December 31, 2027. Pursuant to the terms of Mr. Pierce’s addendum dated January 29, 2025 (with an effective date of January 1, 2025), Mr. Pierce’s base salary rate was increased from $585,000 to $650,000, and his annual target bonus opportunity was increased from 110% to 120% of base salary (his maximum bonus opportunity is equal to two times his target bonus). Mr. Pierce is also eligible to receive incentive and equity-based compensation and any other benefits determined by the Compensation Committee, including participation in the Company’s long-term incentive plan available for senior executives. Mr. Pierce’s agreement provided for him to receive a special sign-on equity grant of an aggregate of 200,000 RSUs (which was awarded on February 17, 2020), one-half in the form of time-based RSUs (vesting as to 75,000 on December 31, 2022 and 25,000 on December 31, 2023) and one-half in the form of performance-based RSUs (25,000 RSUs per year for the years 2020 through 2023, based on the Company’s achievement of annual adjusted EBITDA targets). With respect to the performance-based tranches, Mr. Pierce earned a portion of the tranches for 2020 and 2023 and the full amounts for 2021 and 2022. He received an additional special sign-on grant of 75,000 time-based RSUs in July 2021 in connection with an amendment to extend the term of his agreement, which vested on December 31, 2024. Mr. Pierce received a further grant of 125,000 Adjusted EBITDA Based RSUs, which was subject to approval by the stockholders of the Company of the 2023 Omnibus Incentive Plan at the 2023 Annual Meeting, half of which may be earned in 2025 and the remaining half of which may be earned in 2026 based on the Company achieving targets based on adjusted EBITDA for such years. In the event the Company elects to terminate the agreement other than for cause, or if Mr. Pierce terminates the agreement for good reason, Mr. Pierce will receive accrued benefits, salary for 12 months and a prorated bonus for the year of termination (or 18 months in the event of a change in control transaction, plus 1.5 times target bonus), and his outstanding equity awards will vest in accordance with the terms set forth in the agreement. Under the employment agreement, Mr. Pierce will remain subject to certain covenants, including, among other things, a covenant not to enter into a directly competing business or solicit employees of the Company for a period of one year after termination of his employment, as well as a covenant not to disclose certain confidential information of the Company.

  27. Employment Agreement with Marilyn Jentzen, Former Interim Chief Financial Officer

    Employment Agreement with Marilyn Jentzen, Former Interim Chief Financial Officer Ms. Jentzen was appointed Interim CFO in December 2023 and served in such capacity through December 2024. Ms. Jentzen was initially employed under an agreement dated November 2023, which was replaced by an agreement dated April 12, 2024. Under the new agreement, which provided for a term of employment through December 31, 2024 and assignment in our UK offices, Ms. Jentzen was paid at a weekly base salary rate of $17,500 (increased from prior rate of $500,000 per annum effective April 8, 2024) and received the following relocation support elements: (i) accommodation supplement of $3,600 per month, net of taxes; (ii) a one-time relocation payment of $15,000, net of taxes; (iii) a one-time return payment of $5,000, net of taxes; (iv) a hire vehicle and all associated running costs, except for fuel; (v) one business class US/UK return flight during the period of employment; (vi) preparation and filing of UK self-assessment tax returns; and (vii) a UK visa sponsorship and all associated visa costs. Ms. Jentzen was also eligible for a bonus of up to $100,000 for 2024, conditioned upon substantial remediation of material accounting and SOX weaknesses. On November 5, 2024, the Company entered into an amendment to Ms. Jentzen’s employment agreement under which she agreed to remain with the Company following her role as Interim CFO for a further period in the role of Transformation Officer (from January 1, 2025 through May 31, 2025). At Ms. Jentzen’s election, her employment ended on an earlier basis on April 4, 2025 and following completion of the filing of the Company’s Annual Report.

  28. Summary Compensation Table

    Summary Compensation Table The following table sets forth information concerning compensation awarded to, earned by or paid to our Named Executive Officers for the years specified.

  29. Summary Compensation Table

    | Name and Principal Position | Year (1) | Salary ($) | Bonus ($) (2) | Stock Awards ($) (3)(4) | Option Awards ($) | Nonequity Incentive Plan Compensation (5) ($) | All Other Compensation (6) ($) | Total ($) | | A. Lorne Weil | 2024 | 800,000 | 86,674 | 1,391,725 | — | 283,392 | 105,734 | 2,667,525 | | Executive Chairman | 2023 | 787,500 | — | 3,238,812 | — | 384,000 | 103,922 | 4,514,234 | | | 2022 | 750,000 | — | 1,658,317 | — | 1,215,000 | 128,876 | 3,752,193 | | Brooks H. Pierce | 2024 | 585,000 | 58,099 | 341,032 | — | 189,961 | 150,017 | 1,324,109 | | President and CEO | 2023 | 570,000 | — | 1,009,920 | — | 257,400 | 111,016 | 1,948,336 | | | 2022 | 525,000 | — | 905,165 | — | 708,750 | 149,455 | 2,288,370 | | Marilyn Jentzen | 2024 | 799,615 | 100,000 | 291,478 | — | — | 402,255 | 1,593,348 | | Former Interim CFO | | | | | | | | |

  30. Summary Compensation Table

    | (1) Ms. Jentzen (who served as Interim CFO from December 2023 to December 2024) was not a named executive officer for 2022 or 2023 (and, accordingly, her compensation is shown only for 2024). | | (2) The amounts shown as bonuses for Mr. Weil and Mr. Pierce reflect the amounts approved for them in excess of the amounts that met the performance targets under the STIP bonus program for 2024 which are shown in footnote 5 below. The bonus approved for Ms. Jentzen for 2024 was contingent upon substantial remediation of material accounting and SOX weaknesses. | | (3) The stock awards for 2024 consist of (i) formula awards of time-based RSUs and performance-based RSUs to each of the Named Executive Officers, and (ii) a tranche of performance-based RSUs subject to 2024 performance criteria which was approved in a previous year for Mr. Weil pursuant to his employment agreement but as to which the accounting grant date for such tranche did not occur until 2024. The values shown reflect the grant date fair value of the awards computed in accordance with FASB ASC Topic 718. For the time-based RSUs and performance-based RSUs, the values were determined by multiplying the number of shares subject to the awards by the closing price of the Common Stock on the grant date and, with respect to the performance-based RSUs (as to which the number of RSUs eligible to vest depends on the performance level attained), the amount reflects the Company’s assessment at the time of grant as to the probable outcome of the performance condition, which was determined to be 100% of the target amount. If the formula performance-based RSUs (which had a maximum opportunity of 200%) had instead been valued assuming attainment of the maximum performance level, the grant date fair value of such RSUs would have been as follows: Mr. Weil, $733,600, Mr. Pierce, $341,032 and Ms. Jentzen, $291,478. The performance RSUs awarded to Mr. Weil as sign-on RSUs are capped at 100% of the target amount. In the case of Ms. Jentzen, the stock awards reflected are no longer outstanding (such awards were canceled during 2024). For additional information, see our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  31. Summary Compensation Table

    | (4) The amount included in the historical stock awards column for 2023 for Mr. Weil has been revised to include $80,475 which reflects the incremental fair value associated with a modification of certain stock price RSUs that were granted to Mr. Weil in 2021. The modification related to an extension of the term of Mr. Weil’s employment agreement which extended the period during which his stock price RSUs remain eligible to vest. The incremental fair value resulting from such modification was inadvertently omitted. |

  32. Summary Compensation Table

    | (5) The nonequity incentive compensation awards shown reflect amounts earned under the Company’s STIP bonus program and paid after year end. The payout level shown reflects approximately 29.52% of the Named Executive Officer’s target bonus for fiscal 2024 (an incremental amount was approved, as shown in footnote 2 above, resulting in an aggregate payout level of approximately 38.55%, as described in the section above under “2024 Short-Term Cash Bonus Awards”), 40% for fiscal 2023 and 135% for fiscal 2022, based on the attainment of performance targets for the applicable year. | | (6) The amounts shown under “All Other Compensation” for 2024 include the following: (i) Mr. Weil, $13,800 in matching contributions allocated to a defined contribution plan, $74,037 for term life insurance coverage, $404 for life insurance premiums under a group policy providing supplemental coverage (commenced December 1, 2024), $13,493 relating to health insurance costs and $4,000 provided as a health insurance benefits supplement; (ii) Mr. Pierce, $13,800 in matching contributions allocated to a defined contribution plan, $4,625 for life insurance premiums, $9,672 relating to health insurance costs, $4,000 provided as a health insurance benefits supplement, $1,725 for U.K. tax return preparation costs and tax equalization in the estimated amount of $116,195; and (iii) Ms. Jentzen, $20,000 in net payments provided for relocation support, $27,673 in net payments for housing support in the U.K., $18,288 for grossing up the net relocation and housing support payments, $15,903 for providing an automobile in the U.K. (reflecting the cost of the lease), $20,228 in additional relocation costs (including airline travel for relocation back to the U.S.), $1,403 for payment of attorney fees, $4,203 for U.K. tax return preparation costs, $6,018 for life insurance premiums and tax equalization in the estimated amount of $288,539. With respect to the health insurance costs specified above for each of Messrs. Weil and Pierce, the amounts reflect the incremental cost to the Company of providing health insurance coverage to these executives in comparison to the amounts incurred for coverage that’s available generally to the Company’s salaried employees. |

  33. Outstanding Equity Awards at 2024 Fiscal Year-End

    Outstanding Equity Awards at 2024 Fiscal Year-End The following table sets forth information concerning outstanding equity awards held by our Named Executive Officers (or by a transferee) as of December 31, 2024.

  34. Outstanding Equity Awards at 2024 Fiscal Year-End

    | | Option Awards | | | | | Stock Awards (1)(2)(3)(4) | | | | | Name | 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 (#) | Option exercise price ($) | Option expiration date | Number of shares or units of stock that have not vested (#) | Market value of shares or units of stock that have not vested ($) | Equity incentive plan awards: number of unearned shares, units or other rights that have not vested (#) | Equity incentive plan awards: market or payout value of unearned shares, units or other rights that have not vested ($) | | A. Lorne Weil (3) | — | — | — | — | — | 70,720 | 640,016 | 191,250 | 1,730,813 | | Brooks H. Pierce | — | — | — | — | — | 39,146 | 354,271 | — | — | | Marilyn Jentzen | — | — | — | — | — | — | — | — | — |

  35. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (1) Consists of the following unvested awards: |

  36. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (i) RSUs granted on May 11, 2021 to Mr. Weil in connection with his employment agreement, as modified on June 21, 2021, comprised of two tranches totaling 97,500 stock-price based RSUs (50,000 RSUs vesting at a stock price $17.50 per share and 47,500 RSUs vesting at a stock price of $20.00 per share) that have not yet vested. |

  37. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (ii) | RSUs granted on February 14, 2023 to Mr. Weil and Mr. Pierce in the original amounts of 25,078 and 19,500, respectively, as to which one-third vested on each of December 29, 2023 and December 31, 2024 and one-third is scheduled to vest on December 31, 2025. | | (iii) | RSUs granted as performance-based RSUs on February 14, 2023 to Mr. Weil and Mr. Pierce in the target amounts of 25,078 and 19,500, respectively, as to which vesting was conditioned on attainment of pre-established performance criteria for 2023. The performance criteria applicable to the RSUs was met at approximately 46.63%. The awards remain subject to a time-based vesting schedule (i.e., vesting in one installment on December 31, 2025). | | (iv) | RSUs granted on May 9, 2023 to Mr. Weil in connection with his employment agreement in the amount of 125,000 stock price based RSUs (four equal tranches conditioned on attainment of specified price targets ($15.00 per share, $17.50 per share, $20.00 per share and $22.50 share). The first stock price target has been met and the tranche was vested on May 9, 2023. | | (v) | RSUs granted on March 8, 2024 to Mr. Weil and Mr. Pierce in the original amounts of 40,000 and 18,595, respectively, as to which one-third vested on December 31, 2024 and one-third is scheduled to vest on each of December 31, 2025 and December 31, 2026. | | (vi) | RSUs granted as performance-based RSUs on March 8, 2024 to Mr. Weil and Mr. Pierce in the target amounts of 40,000 and 18,595, respectively, as to which vesting was conditioned on attainment of pre-established performance criteria for 2024. The performance criteria applicable to the RSUs was met in excess of the threshold level and the Compensation Committee exercised discretion to increase their amounts to 60% of their target awards. The awards remain subject to a time-based vesting schedule (i.e., vesting in one installment on December 31, 2026). |

  38. Outstanding Equity Awards at 2024 Fiscal Year-End

    | (2) The values shown were calculated by multiplying the number of shares subject to the awards by the closing price of the Company’s Common Stock on December 31, 2024 ($9.05). In the case of performance RSUs under the Equity Incentive Plan Awards Value column, the value shown was calculated based on target performance. | | (3) All of the awards shown for Mr. Weil are held by an entity (Hydralex Holdings LLC) whose membership interests are owned by trusts for the benefit of Mr. Weil’s children and other beneficiaries including Mr. Weil. The awards were transferred for estate planning purposes in May 2024. | | (4) In addition to the awards reflected in the table (i.e., unvested RSUs as of December 31, 2024), the Named Executive Officers (or a transferee in Mr. Weil’s case) held the following vested (but unsettled) RSUs as of December 31, 2024: Mr. Weil, 1,665,204 RSUs; and Mr. Pierce, 212,054 RSUs. A portion of these RSUs settled in January 2025 (Mr. Weil, 55,182; Mr. Pierce, 37,054). The balance of vested RSUs are subject to settlement deferral during the employment of the award recipient. The table also does not include certain tranches of performance-based RSUs approved under the terms of employment agreements with Mr. Weil and Mr. Pierce as to which the targets (and, accordingly, the accounting grant dates) were not established on or before December 31, 2024. Such RSUs comprise three tranches totaling 125,000 RSUs for Mr. Weil (subject to performance criteria for 2025, 2026 and 2027) and two tranches totaling 125,000 RSUs for Mr. Pierce (subject to performance criteria for 2025 and 2026). The targets for each tranche are anticipated to be set in February of the performance year for the tranche (e.g., February 2025 for the tranche relating to 2025 performance). |

  39. Pay Versus Performance

    Pay Versus Performance Pursuant to Section 953(a) of the Dodd-Frank Wall Street Reform and Consumer Protection Act, and Item 402(v) of Regulation S-K, we are providing the following information regarding “compensation actually paid”, as defined in Item 402(v), and certain financial performance of the Company. In accordance with SEC rules, the “compensation actually paid” amounts shown in the table below for each applicable year reflect certain adjustments to the values reported in the Summary Compensation Table of the proxy statement as described in the footnotes to the following table.

  40. Pay Versus Performance

    | Year | Summary Compensation Table Total for PEO(1) | Compensation Actually Paid to PEO(2) | Average Summary Compensation Table Total for Non-PEO NEOs(1) | Average Compensation Actually Paid to Non-PEO NEOs(2) | Value of Initial Fixed $100 Investment Based On: Total Shareholder Return(3) | Net Income (millions)(4) | Adjusted EBITDA (millions)(4)(5) | | (a) | (b) | (c) | (d) | (e) | (f) | (g) | (h) | | 2024 | $2,667,525 | $1,716,384 | $1,458,728 | $1,226,700 | $69.83 | $64.8 | $100.1 | | 2023 | $4,514,234 | $2,893,424 | $2,035,415 | $1,436,436 | $76.23 | $6.9 | $99.2 | | 2022 | $3,752,193 | $3,329,440 | $1,834,359 | $1,686,664 | $97.76 | $21.2 | $99.5 |

  41. Pay Versus Performance

    | (1) The dollar amounts reported in column (b) are the amounts of total compensation reported for Mr. Weil in the “Total” column of the Summary Compensation Table for each applicable year. Mr. Weil was our Principal Executive Officer (PEO) for all applicable years. The dollar amounts reported in column (d) represent the average of the amounts reported for our Named Executive Officers (NEOs), other than our PEO, in the “Total” column of the Summary Compensation Table in each applicable year. Our NEOs, other than our PEO, were as follows —for 2022, Brooks Pierce and Daniel Silvers; for 2023, Brooks Pierce, Carys Damon and Daniel Silvers; and for 2024, Brooks Pierce and Marilyn Jentzen. |

  42. Pay Versus Performance

    | (2) The dollar amounts reported in column (c) represent the amount of “compensation actually paid” to Mr. Weil, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts reported in column (e) represent the average amount of “compensation actually paid” to the NEOs, other than our PEO, as a group, as computed in accordance with Item 402(v) of Regulation S-K. The dollar amounts do not reflect the actual amount of compensation earned by or paid during the applicable year. In accordance with the requirements of Item 402(v) of Regulation S-K, the following adjustments were made to determine the “compensation actually paid” amounts reported above for the PEO and the average paid to the other NEOs: |

  43. Adjustments to Summary Compensation Total to Determine Compensation Actually Paid

    Adjustments to Summary Compensation Total to Determine Compensation Actually Paid

  44. Adjustments to Summary Compensation Total to Determine Compensation Actually Paid

    | | Year | Amounts Reported under the Summary Compensation Table Total column | Deduction for Amounts included in the prior column for “Stock Awards” (a) | Inclusion of Equity Values (b) | Compensation Actually Paid | | PEO | 2024 | $2,667,525 | $(1,391,725) | $440,584 | $1,716,384 | | | 2023 | $4,514,234 | $(3,238,812) | $1,618,002 | $2,893,424 | | | 2022 | $3,752,193 | $(1,658,317) | $1,235,564 | $3,329,440 | | Average for Other NEOs | 2024 | $1,458,728 | $(316,255) | $84,227 | $1,226,700 | | | 2023 | $2,035,415 | $(604,895) | $5,916 | $1,436,436 | | | 2022 | $1,834,359 | $(649,630) | $501,935 | $1,686,664 |

  45. Adjustments to Summary Compensation Total to Determine Compensation Actually Paid

    | (a) Represents the grant date fair value of equity compensation included in the Summary Compensation Table “Total” column as “Stock Awards” for the applicable year for the PEO and the average for the other NEOs. | | (b) The amounts reported in column (b) were computed as follows: |

  46. Compensation Actually Paid and Cumulative TSR

    Compensation Actually Paid and Cumulative TSR The following graph illustrates the amount of “compensation actually paid” (“CAP”) to Mr. Weil and the average amount of CAP to the Company’s NEOs as a group (excluding Mr. Weil) relative to the Company’s cumulative total shareholder return (TSR) over the three years presented in the table. The CAP for 2022 reflects bonuses under the STIP bonus program that were approved for performance (measured by Adjusted EBITDA) in excess of the target. The CAP for 2023 reflects sign-on equity awards granted as part of employment agreement extensions. The CAP for 2023 and 2024 reflects a decline in the Company’s stock price relative to the beginning of the three-year period. A significant portion of compensation is comprised of performance-based bonuses and equity grants, including, in Mr. Weil’s case, equity awards that are conditioned on the attainment of stock price targets.

  47. Compensation Actually Paid and Net Income

    Compensation Actually Paid and Net Income The amount of CAP to Mr. Weil and the average amount of CAP to the Company’s NEOs as a group (excluding Mr. Weil) is not aligned with the Company’s net income over the three years presented in the table. The Company has not used net income as a performance measure in the overall executive compensation program.

  48. Compensation Actually Paid and Adjusted EBITDA

    Compensation Actually Paid and Adjusted EBITDA The Company utilizes Adjusted EBITDA when setting goals for the Company’s annual performance bonuses and for the performance-based RSUs that are awarded to the NEOs. Approximately 51% of the value of total compensation awarded for target level performance to the NEOs is in the form of performance-based bonuses and restricted stock units tied to Adjusted EBITDA.

  49. Director Compensation

    Director Compensation The Company’s non-employee director compensation program was as follows in 2024:

  50. Director Compensation

    | | Annual Cash Retainer | Annual RSU Award | | Board Members | $50,000 | $100,000 | | Lead Independent Director Additional Retainer and Equity | $10,000 | $10,000 | | Committee Chair Additional Retainer and Equity | $10,000 | $10,000 |

  51. Director Compensation

    With respect to the annual awards of RSUs for 2024, the number of RSUs granted was determined under the non-employee compensation policy (as revised in 2023) by dividing the award value (as shown in the table) by the formula price of $15.73 (in comparison to the closing price on the date of grant which was $9.17) which reflected the highest of (i) the twenty trading day average closing price of the immediately preceding year’s high closing price of our Common Stock, (ii) the twenty trading day average closing price of our Common Stock before the date of grant and (iii) 80% of the price at which the formula RSUs were granted for the immediately preceding year. The RSUs vest in four equal installments, one-quarter on the date of grant and the remaining three quarters on the first day of each calendar quarter (i.e., April 1, July 1 and October 1). Directors may elect whether or not they wish to defer settlement of vested RSUs. The compensation paid to individuals who served as non-employee directors is shown below for 2024:

  52. Director Compensation

    | Name | Fees Earned or Paid in Cash ($) | Stock Awards (1) ($) | Option Awards ($) | Non-Equity Incentive Plan Compensation ($) | All Other Compensation ($) | Total ($) | | Michael R. Chambrello | 60,000 | 64,117 | — | — | — | 124,117 | | Ira H. Raphaelson | 60,000 | 64,117 | — | — | — | 124,117 | | Desirée G. Rogers | 50,000 | 58,294 | — | — | — | 108,294 | | Steven M. Saferin | 60,000 | 64,117 | — | — | — | 124,117 | | Katja Tautscher | 50,000 | 58,294 | — | — | — | 108,294 | | John M. Vandemore | 60,000 | 64,117 | — | — | — | 124,117 |

  53. Director Compensation

    | (1) Represents annual grants of RSUs. The grant date fair value was computed in accordance with FASB ASC Topic 718, by multiplying the number of shares subject to the award by the closing price of the common stock on the grant date. For additional information, see our consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2024. |

  54. Director Compensation

    As of December 31, 2024, the aggregate stock awards, consisting of RSUs, held by our non-employee directors were as follows:

  55. Director Compensation

    | Name | Total Number of RSUs (1) | | Michael R. Chambrello | 22,555 | | Ira H. Raphaelson | 42,716 | | Desirée G. Rogers | 49,390 | | Steven M. Saferin | 54,096 | | Katja Tautscher | 26,896 | | John M. Vandemore | 63,099 |

  56. Director Compensation

    | (1) All outstanding RSUs held by the directors were vested as of fiscal year-end. |

  57. PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS

    PROPOSAL NUMBER ONE—ELECTION OF DIRECTORS

  58. Director Nominees

    Director Nominees The Board proposes the election of the following seven individuals to serve on the Board until the 2026 annual meeting of stockholders or until their respective successors are duly elected and qualified: A. Lorne Weil, Michael R. Chambrello, Ira H. Raphaelson, Desiree G. Rogers, Steven M. Saferin, Katja Tautscher and John M. Vandemore. Each of these individuals currently serves on the Company’s Board. Pursuant to a stockholders agreement dated December 23, 2016 by and among the Company, the sponsors of the Company’s initial public offering and certain other parties, Mr. Weil is the designated director of the Hydra Sponsor; and Messrs. Chambrello and Raphaelson are the joint designees of the Macquarie Sponsor and Hydra Sponsor. Brief statements as to each nominee’s background and a statement as to why the Board considers such nominee to be qualified and recommends such nominee for election are set forth above under the heading “Directors, Executive Officers and Corporate Governance.” Each nominee has advised us that he or she is willing to be named as a director nominee and to serve as a director if elected.