DEF 14A of Playboy, Inc., Apr 29, 2024

DEF 14A of Playboy, Inc.

Filed Apr 29, 2024 · FY20230001803914-24-000027

Open on EDGAR

  1. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    PROPOSAL NO. 1 - ELECTION OF DIRECTORS The Company’s business affairs are managed under the direction of our Board. The Board consists of five members, as set forth below (with director nominees for election at this year’s Annual Meeting in bold).

  2. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    | Name | Age | Position | | Ben Kohn | 50 | Chief Executive Officer, President, and Director | | Suhail Rizvi | 58 | Director (Chairman of the Board) | | Tracey Edmonds | 57 | Director | | Juliana F. Hill | 55 | Director | | James Yaffe | 63 | Director |

  3. PROPOSAL NO. 1 - ELECTION OF DIRECTORS

    The Board is divided into three classes: Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term. Our stockholders will elect two directors in one class at this year’s Annual Meeting, as follows: •Class I, which consists of Mr. Ben Kohn and Mr. Suhail Rizvi, each of whom is subject to re-election for a new term that will expire at the Company’s annual meeting of stockholders to be held in 2027. Messrs. Kohn and Rizvi are referred to in this proxy statement as the “nominees”. Upon their election to the Board, the nominees will serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. The Board’s Class II directors, consisting of Ms. Hill, and Class III directors, consisting of Ms. Edmonds and Mr. Yaffe, are not up for reelection. The Class II director’s term will expire at the Company’s annual meeting of stockholders to be held in 2025. The Class III directors’ terms will expire at the Company’s annual meeting of stockholders to be held in 2026. The affirmative vote of a plurality of the total votes cast for directors is necessary to elect each nominee as a director. This means that the two nominees who receive the most votes will be elected to the two open directorships, even if they get less than a majority of the votes cast. Each nominee has consented to his nomination and has advised us that he intends to serve if elected. If at the time of the Annual Meeting one or more of the nominees have become unable to serve: (i) shares represented by proxies will be voted for the remaining nominees and for any substitute nominee or nominees; or (ii) the Board may, in accordance with our Bylaws, reduce the size of the Board or may leave a vacancy until a nominee is identified. Unless otherwise instructed, the proxy holders will vote the proxies received by them “FOR” the election of Ben Kohn and Suhail Rizvi as Class I directors. The following is a brief biography of each nominee for director and a discussion of the specific experience, qualifications, attributes, or skills for each nominee that led the Corporate Governance and Nominating Committee of the Board (the “CGN Committee”) to recommend that person as a nominee for director as of the date of this proxy statement. Ben Kohn has served as the Chief Executive Officer, President and a director of the Company since February 2021. Prior to that, he was the Chief Executive Officer, President and Chairman of Playboy Enterprises, Inc. (“Playboy”) since January 2018, was its interim Chief Executive Officer from May 2016 to December 2017, and served on the board of directors of Playboy since March 2011. From 2004 to December 2018, Mr. Kohn served as a Managing Partner at the private equity firm Rizvi Traverse Management, LLC (“Rizvi Traverse”), where he led the successful buyouts of major media and entertainment companies, including taking Playboy private in 2011. Prior to that, Mr. Kohn was a Vice President at Angelo, Gordon & Co., where he focused on private equity and special situations, from 1998 to 2003. Mr. Kohn started his career at Cowen & Company, where he was an analyst in the mergers and acquisitions group from 1996 to 1998. Mr. Kohn also serves on the Board for the performance rights organization, SESAC. He received a Bachelor of Science degree in management from Tulane University and a Master of Business Administration degree from Columbia University. We believe Mr. Kohn’s tenure with, and extensive knowledge of, the Company, business experience and deep background in growth companies, mergers and acquisitions qualifies him to serve on our Board. In addition, his service as the Chief Executive Officer and as a director creates a critical link between our management and our Board. Suhail Rizvi has served as a director of the Company since February 2021, and prior to that he was a director of Playboy since March 2011. Mr. Rizvi is co-founder and Chief Investment Officer of Rizvi Traverse, a private investment firm founded in 2004. Rizvi Traverse has invested over $3 billion in the last 15+ years in a portfolio of private companies in the media, entertainment and technology sectors. The portfolio has included investments in International Creative Management (ICM), Summit Entertainment, Playboy, Facebook, Twitter, Square, SESAC, Flipboard, Snapchat, Vessel, SpaceX, Instacart, Planet Labs and RealD. Mr. Rizvi served on the Executive Board of The Wharton School of Business at the University of Pennsylvania from October 2006 to October 2019 and the Board of Directors of RealD, Inc. from March 2016 to October 2020. Mr. Rizvi earned his undergraduate degree at The Wharton School of Business at the University of Pennsylvania in 1988. We believe Mr. Rizvi’s more than 10 years as a director of Playboy and the Company, and over 27 years of private equity investing, operations and management experience, makes him well qualified to serve as the Chairman of our Board. Upon the recommendation of our CGN Committee, our Board has nominated Ben Kohn and Suhail Rizvi as Class I directors, to serve until the 2027 annual meeting of stockholders and until their successors have been duly elected and shall qualify.

  4. EXECUTIVE OFFICERS & ADDITIONAL DIRECTOR INFORMATION

    EXECUTIVE OFFICERS & ADDITIONAL DIRECTOR INFORMATION Set forth below is information regarding our executive officers and those directors who are not up for election at this year’s Annual Meeting. For biographical information regarding Messrs. Kohn and Rizvi, please see “Proposal No. 1—Election of Directors”.

  5. EXECUTIVE OFFICERS & ADDITIONAL DIRECTOR INFORMATION

    | Name | Age | Position | | Ben Kohn | 50 | Chief Executive Officer, President, and Director | | Marc Crossman | 52 | Chief Financial Officer and Chief Operating Officer | | Chris Riley | 56 | General Counsel and Secretary | | Suhail Rizvi | 58 | Director (Chairman of the Board) | | Juliana Hill | 55 | Director | | Tracey Edmonds | 57 | Director | | James Yaffe | 63 | Director |

  6. EXECUTIVE OFFICERS & ADDITIONAL DIRECTOR INFORMATION

    Marc Crossman has served as the Company’s Chief Financial Officer and Chief Operating Officer since March 2023. Mr. Crossman joined the Company from Rizvi Traverse, where he was a Partner and was responsible for investment sourcing and evaluation of technology venture capital investments, from May 2021 to March 2023. Prior to that, he served as the Chief Executive Officer of RealD Me (now known as Rain Technology), a consumer electronics company, from February 2019 to April 2021. From 2015 to January 2019, Mr. Crossman worked as a consultant and managed personal investments. Previously, Mr. Crossman served as the Chief Financial Officer of Joe’s Jeans Inc. from 2003 to 2006, and its Chief Executive Officer from 2006 to 2015, during which time he built the company into a leading premium denim brand with distribution in over 30 countries, a base of retail stores across the United States, and a domestic wholesale distribution platform in over 1,000 department and specialty stores. From January 1999 until March 2003, Mr. Crossman served as a Vice President and Equity Analyst with J.P. Morgan Securities Inc. From September 1997 until January 1999, Mr. Crossman served as a Vice President and Equity Analyst with CIBC Oppenheimer Corporation. Mr. Crossman received his Bachelor of Science degree in mathematics from Vanderbilt University. Chris Riley has served as the Company’s General Counsel and Secretary since February 2021, and prior to that was Playboy’s General Counsel and Secretary since January 2019. From August 2014 to January 2019, Mr. Riley was General Counsel and Secretary of Machinima, Inc., helping lead Machinima through its acquisition by Warner Bros. From June 2013 through August 2014, Mr. Riley was an equity partner in the corporate group at Bingham McCutchen LLP. Mr. Riley served as an outside legal consultant from March 2011 to June 2013 to several businesses, including Playdom, Disney Interactive and The Walt Disney Company. Mr. Riley held progressively senior in-house legal positions with Ticketmaster Entertainment, Inc. from March 2005 through March 2010, ultimately serving as its General Counsel, Senior Vice President and Secretary during Ticketmaster’s successful spin-off from IAC/InterActiveCorp and Ticketmaster’s merger with Live Nation, Inc. Prior to that, between 2002 and 2005, Mr. Riley was General Counsel and Vice President of Match.com and held various legal positions within other businesses controlled by IAC from 1999 to 2002. From 1997 to 1999, Mr. Riley was an associate in the corporate group at Gibson Dunn & Crutcher LLP, and from 1995 to 1997, at Sidley Austin LLP. Mr. Riley holds a law degree from the University of California at Berkeley, School of Law and a Bachelor of Arts degree in philosophy from the University of Michigan. Tracey Edmonds has served as a director of the Company since February 2021. Ms. Edmonds has served as the Chief Executive Officer, President of Edmonds Entertainment since July 1996, through which she has produced groundbreaking and award-winning projects for television, film, music, and digital media. In 2019, Ms. Edmonds also founded the lifestyle, health and wellness media brand, AlrightNow.com for which she currently serves as Editor. From 2014 to 2017, Ms. Edmonds served as the Co-Host of ExtraTV for which she received an Emmy Award, Gracie Award, and Genie Award as Host. Previously, she served on the Board of Governors for the Producers Guild of America (PGA), where she also served as the Co-Chair for the PGA’s annual Produced By Conference for six years. She also served on the Board of Trustees for the American Film Institute and the Board of Trustees for The Recording Industry Association of America®. Ms. Edmonds is a member of the Academy of Motion Picture Arts and Sciences. She is a graduate of Stanford University and holds an Honorary Doctorate in Business from Southern University. We believe Ms. Edmonds’ over 25 years of experience in the entertainment industry, which is highly relevant to our business, and as an entrepreneurial executive makes her well qualified as a member of our Board. James Yaffe has served as a director of the Company since February 2021. Mr. Yaffe is the founder and Chief Executive Officer of TA:DA Holdings, LLC (“TA:DA”), an operational holding company that buys and invests in human performance companies and was founded in April 2019. TA:DA’s current active growth equity investments include Freeletics, Karat, TransfrVR, The Mighty and Yahoo. Prior to TA:DA, Mr. Yaffe was a co-founder and Chief Strategy Officer at Ziff Davis (Nasdaq: ZD), running Strategy, M&A and Business Development from November 2011 to January 2019. Ziff Davis is a leading internet information and services company consisting of a portfolio of brands including IGN, Mashable, Humble Bundle, Speedtest, PCMag, RetailMeNot, Everyday Health and What to Expect. In January 2011, Mr. Yaffe co-founded FUEL:M+C (Media+Commerce), which provides growth equity to later stage companies in digital media, commerce and data verticals, including investments in Maker Studios (sold to The Walt Disney Company), Bureau of Trade (sold to eBay Inc.), Vox, Simply Gum and Morgenstern’s Ice Cream. From 2008 to January 2011, Mr. Yaffe served as a Managing Partner of Windsor Media, which makes investments in early-stage technology-enabled media companies including Vice, Square and Scopely. Mr. Yaffe is currently on the board of directors of TheMighty and Move.one, and he is active on the Advisory Board of The Ross School of Business at the University of Michigan. Mr. Yaffe holds a Bachelor of Arts degree in economics, marketing and communications from the University of Michigan. We believe Mr. Yaffe’s many years as an investor, consultant, executive and board member with a range of companies brings invaluable experience to our Board. Juliana F. Hill has served as a director of the Company since March 2022. Ms. Hill currently serves as the Manager of JFH Consulting LLC, which she founded in 2013 to provide financial and strategic advisory services. Since 2020, Ms. Hill has also served as a director of National Cinemedia, Inc. (Nasdaq: NCMI), the largest cinema advertising network in the United States, and serves as the Chair of its Audit Committee. From 2013 to 2019, Ms. Hill worked at iHeartMedia, Inc., formerly Clear Channel Communications, Inc., a digital media company, as the Senior Vice President of Liquidity and Asset Management, and also led a steering committee for the separation of iHeartMedia’s subsidiary, Clear Channel Outdoor Holdings. Prior to that, from 2000 to 2010, she worked as iHeartMedia’s Senior Vice President of Finance. Previously, Ms. Hill was an associate in US West Communications, Inc.’s executive development program and an audit manager at Ernst & Young LLP. Ms. Hill holds a Bachelor of Science degree in Accounting from Trinity University, and a Master of Business Administration degree from the Kellogg School of Management at Northwestern University. She is also a certified public accountant in the state of Texas. We believe Ms. Hill’s experience as a financial executive and as a director and chairperson of a public company qualifies her to serve on our Board, to serve as chairperson of our Audit Committee and to provide guidance to our internal audit function and financial advice to our Board.

  7. Board Diversity Matrix

    Board Diversity Matrix Nasdaq listing rules require all Nasdaq listed companies to disclose consistent, transparent diversity statistics regarding their boards of directors. The rules also require most Nasdaq listed companies to have, or otherwise explain why they do not have, at least two diverse directors, including one who self-identifies as female and one who self-identifies as either an under-represented minority or LGBTQ+ person. The Board Diversity Matrix below presents the Board’s diversity statistics in the format prescribed by the Nasdaq rules. As indicated in the table below, the Company was in compliance with Nasdaq’s diversity requirement as of the date of this Proxy Statement, as the Board included two women and two directors who identified as people from an under-represented minority. While neither the Board nor the CGN Committee has a formal written policy regarding director diversity, both the CGN Committee and the Board consider the diversity of backgrounds and experience when selecting nominees for director election and in evaluating Board composition and performance. This approach to the promotion of diversity has resulted in a group of directors, including the director nominees for the Annual Meeting, that we believe to be individuals of substantial accomplishment with demonstrated leadership capabilities.

  8. Board Diversity Matrix

    | PLBY Group, Inc. Board Diversity Matrix (As of April 29, 2024) | | | | | | | | Tracey Edmonds | Juliana F. Hill | Ben Kohn | Suhail Rizvi | James Yaffe | | Gender Identity | | | | | | | Male | | | X | X | X | | Female | X | X | | | | | Non-Binary | | | | | | | Did Not Disclose Gender | | | | | | | Demographic Background | | | | | | | African American or Black | X | | | | | | Alaskan Native or Native American | | | | | | | Asian | | | | X | | | Hispanic or Latinx | | | | | | | Native Hawaiian or Pacific Islander | | | | | | | White | | X | X | | X | | Two or More Races or Ethnicities | | | | | | | LGBTQ+ | | | | | | | Did Not Disclose Demographic Background | | | | | |

  9. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE

  10. Board Leadership Structure

    Board Leadership Structure Currently, Ben Kohn is our Chief Executive Officer and Suhail Rizvi is the Chairman of our Board. While Mr. Kohn serves as a director, the roles of our Chief Executive Officer and our Chairman of the Board are separate. Mr. Rizvi, along with our three independent directors, Tracey Edmonds, Juliana F. Hill and James Yaffe, are all non-employee directors. We believe this leadership structure is best for our company and our stockholders at this time. We believe that having our Chief Executive Officer serve as a director helps facilitate good communication between management and our non-employee directors, and that our non-employee directors are able to carry out their oversight responsibilities effectively. The size of our Board and the relationship between management and the non-employee directors puts each director in a position to influence agendas, flow of information, and other matters. Our independent directors hold regularly scheduled meetings without management and in which only the independent directors are present. Such meetings generally are held in conjunction with regularly scheduled Board meetings and at other times as may be requested by an independent director. Our Board believes that management speaks for the Company. While individual non-employee directors may, from time-to-time, meet or otherwise communicate with various constituencies that are involved with us, it is expected that directors would do this with the knowledge of management and, absent unusual circumstances, only at the request of management.

  11. Board Composition

    Board Composition The Board consists of five members. The Board is divided into three classes, Class I, Class II and Class III, with only one class of directors being elected in each year and each class serving a three-year term. The Company’s Board is divided into the following classes: •Class I, which consists of Mr. Ben Kohn and Mr. Suhail Rizvi, who are subject to re-election at the Annual Meeting for new terms that will expire at the Company’s annual meeting of stockholders to be held in 2027; •Class II, which consists of Ms. Juliana F. Hill, whose term will expire at the Company’s annual meeting of stockholders to be held in 2025; and •Class III, which consists of Ms. Tracey Edmonds and Mr. James Yaffe, whose terms will expire at the Company’s annual meeting of stockholders to be held in 2026. At each annual meeting of stockholders, the successors to directors whose terms then expire will be elected to serve from the time of election and qualification until the third annual meeting following their election and until their successors are duly elected and qualified. This classification of the Board may have the effect of delaying or preventing changes in the Company’s control or management. The Company’s directors may be removed for cause by the affirmative vote of the holders of a majority in voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting as a single class; provided, however, that at any time when Rizvi Traverse Management, LLC (together with its affiliates, “RT”) beneficially owns collectively, in the aggregate, less than 50% in voting owner of the stock of the Company entitled to vote generally in the election of directors (as it did as of the Record Date), any such director or the entire Board may be removed only for cause and only by the affirmative vote of the holders of at least 66 and two-thirds percent of the voting power of all the then-outstanding shares of stock of the Company entitled to vote thereon, voting together as a single class.

  12. Board Qualifications

    Board Qualifications The CGN Committee is responsible for (a) identifying individuals qualified to become members of the Board, and (b) recommending that the Board select the director nominees for the next annual meeting or any special meeting of the Company’s stockholders, or to fill a vacancy on the Board. The CGN Committee is also responsible for periodically assessing, developing and communicating with the full Board concerning the appropriate criteria to be utilized in evaluating potential director nominees.

  13. Qualifications for Director Nominees

    Qualifications for Director Nominees The CGN Committee has established the following minimum criteria for evaluating prospective Board candidates: •Reputation for integrity, strong moral character and adherence to high ethical standards. •Holds or has held a generally recognized position of leadership in community and/or chosen field of endeavor, and has demonstrated high levels of accomplishment. •Demonstrated business acumen and experience, and ability to exercise sound business judgments and common sense in matters that relate to the current and long-term objectives of the Company. •Ability to read and understand basic financial statements and other financial information pertaining to the Company. •Commitment to understand the Company and its business, industry and strategic objectives. •Commitment and ability to regularly attend and participate in meetings of the Board, Board committees and stockholders, number of other company boards on which the candidate serves and ability to generally fulfill all responsibilities as a director of the Company. •Willingness to represent and act in the interests of all stockholders of the Company, rather than the interests of a particular group. •Good health, and ability to serve. •For prospective non-employee directors, independence under applicable SEC and stock exchange rules, and the absence of any conflict of interest (whether due to a business or personal relationship) or legal impediment to, or restriction on, the nominee serving as a director. •Willingness to accept the nomination to serve as a director of the Company. The Committee will also consider the following factors in connection with its evaluation of each prospective nominee: •Whether the prospective nominee will generally foster a diversity of backgrounds, skills, perspectives and experiences (provided that the Company and the Board have not adopted any specific policy or criteria regarding director diversity). •For potential audit committee members, whether the nominee possesses the requisite education, training and experience to qualify as “financially sophisticated” or the equivalent standard under applicable SEC rules, as applicable. •For incumbent directors standing for re-election, the incumbent director’s performance during his or her term, including the number of meetings attended, level of participation, overall contribution to the Company, number of other company boards on which the director serves, and any changed circumstances affecting the individual director that may bear on his or her ability to continue to serve on the Board. •The composition of Board and whether the prospective nominee will add to or complement the Board’s existing strengths. For information regarding the qualifications of each of our directors, we encourage you to read their biographies set forth in this Proxy Statement.

  14. DIRECTOR COMPENSATION

    DIRECTOR COMPENSATION The PLBY Group, Inc. Non-Employee Director Compensation Policy became effective as of February 10, 2021 and was amended on April 20, 2023. Our Non-Employee Director Compensation Policy consists of both cash and equity components. We also currently reimburse our directors for their reasonable out-of-pocket expenses in connection with attending Board and committee meetings. Through April 20, 2023, our Non-Employee Director Compensation Policy provided that each non-employee director received the following compensation for Board and committee services: •an annual grant of equity with a fair market value as of the date of grant of $200,000, comprised of RSUs vesting on the earlier of the first anniversary date of the grant date or the date of the Company’s next regular annual meeting of stockholders following the grant date, subject to the non-employee director’s continued service on the Board through such vesting date; and •an initial grant of equity on the date of a person’s initial appointment as a non-employee director with a fair market value as of the date of grant of $200,000, which vests in three equal installments on each of the first three anniversaries of the grant date, in each case subject to the non-employee director’s continued service on the Board through the applicable vesting date. On April 20, 2023, the Non-Employee Director Compensation Policy was amended, in consultation with the Compensation Committee’s independent compensation consultant, Exequity LLP (“Exequity”). Under such amended policy, the annual equity grant was reduced from $200,000 in grant date value to a grant date value of $100,000, the initial equity grant was eliminated, and each non-employee director will be eligible to receive an annual cash retainer of $65,000 for service on the Board. In addition, each non-employee director will be eligible to receive the following additional annual cash retainers for serving in the applicable committee role: •Chairperson of the Audit Committee: $20,000 •Member of the Audit Committee (other than the Chairperson): $10,000 •Chairperson of the Compensation Committee: $15,000 •Member of the Compensation Committee (other than the Chairperson): $10,000 •Chairperson of the CGN Committee: $15,000 •Member of the CGN Committee (other than the Chairperson): $10,000 •Chairperson and/or Member of a Special Committee: the Board may from time award an additional retainer for non-employee directors serving on a special committee of the Board. The annual retainers are to be paid quarterly, in arrears. In the event a non-employee director does not serve in a pertinent role for an entire calendar quarter, the applicable retainer will be prorated for the portion of such calendar quarter actually served. Non-employee directors may elect to receive vested shares of common stock in lieu of the foregoing cash retainers on the date on which such retainers would otherwise have been paid in cash in accordance with the terms and conditions of our equity incentive plan. Non-employee directors are also required to retain ownership of at least 25% of the shares of common stock of the Company awarded to them (net of taxes) and maintain such ownership until their departure from the Board.

  15. Director Compensation Table

    Director Compensation Table The following table sets forth information concerning the compensation paid to our directors who are not named executive officers during the year ended December 31, 2023. The compensation received by Mr. Kohn as an employee of our company is presented in “Executive Compensation—Summary Compensation Table”.

  16. Director Compensation Table

    | Name | Fees Earned or Paid in Cash ($)(2) | Stock Awards ($)(3) | All Other Compensation ($) | Total ($) | | Suhail Rizvi(1) | — | 43,725 | — | 43,725 | | Tracey Edmonds | 75,000 | 33,000 | — | 108,000 | | James Yaffe | 125,000 | 33,000 | — | 158,000 | | Juliana F. Hill | 128,750 | 33,000 | — | 161,750 |

  17. Director Compensation Table

    ____________________________ (1) Mr. Rizvi elected to receive his 2023 director fees through the issuance of stock awards in lieu of cash payments. (2) The 2023 cash director fees do not include $25,000, $25,000 and $26,250 fees earned as of December 31, 2023 but not paid until the first quarter of 2024 to Ms. Edmonds, Mr. Yaffe and Ms. Hill, respectively. (3) The amounts in these columns reflect the aggregate grant date fair value of restricted stock unit (“RSU”) awards, calculated in accordance with FASB ASC Topic 718. As of December 31, 2023, the total number of outstanding RSUs held by each non-employee director was as follows: Mr. Rizvi (50,000 RSUs), Ms. Edmonds (50,000 RSUs), Mr. Yaffe (50,000 RSUs) and Ms. Hill (62,110 RSUs), and the non-employee directors held no other outstanding stock awards or option awards. As of December 31, 2023, Mr. Rizvi had not yet been issued RSUs in respect of approximately $48,750 of his 2023 director fees, which RSUs are expected to be granted in 2024.

  18. Elements of Executive Compensation

    Annual Bonuses The Company uses annual cash incentive bonuses for executive officers to tie a portion of their compensation to financial and operational objectives achievable within the applicable fiscal year. Each year, the Compensation Committee will select the performance targets, target amounts, target award opportunities and other term and conditions of annual cash bonuses for the executive officers, subject to the terms of any employment agreement. Following the end of each year, the Compensation Committee will determine the extent to which the performance targets were achieved and the amount of the award that is payable to the executive officers, taking into consideration each individual’s bonus target set forth in their respective employment agreement (which did not change in 2023 from prior years). New Company and individual performance targets were not established for 2023, and no annual performance-based cash bonuses were awarded to the named executive officers for 2023. See note 1 to the “Summary Compensation Table” below for additional details for bonuses paid to each named executive officer for the years 2022 and 2023 (as applicable). Stock-Based Awards We use stock-based awards to reward long-term performance and incentivize future performance of our executive officers and other employees and service providers. We believe that providing a meaningful portion of the total compensation package in the form of stock-based awards aligns the incentives of our executive officers with the interests of our stockholders and motivates and helps retain our executive officers and other personnel. Stock-based awards are awarded under the 2021 Plan, which was approved by our stockholders in 2021. We generally issue three forms of equity awards: Restricted Stock Units (RSUs). RSUs represent the right to receive one share of Company common stock for each unit granted, subject to a continued service requirement, so the value of the RSUs is tied to the performance of the Company’s common stock. RSUs typically vest over multiple years, subject to continued service through each vesting date. See the “2023 Grants of Plan-Based Awards Table” below for RSUs granted to our named executive officers in 2023. Performance-based Restricted Stock Units (PSUs). PSUs represent the right to receive one share of Company common stock for each unit granted, subject to a continued service requirement. Whereas the vesting of our RSUs is time-based, our PSUs vest upon the achievement of certain performance metrics determined at the time of the grant of the PSUs, subject to continued service through each vesting date. To date, all of our PSUs have had vesting based upon the achievement of certain share price targets by our common stock, as quoted on Nasdaq. As with our RSUs the value of the PSUs is tied to the performance of the Company’s common stock. In October 2021, Messrs. Kohn, Barton and Riley received a grant of PSUs that were to vest in four equal tranches arising upon the achievement of each of the following 30-day volume-weighted average prices for a share of our common stock: $20, $30, $40 and $50; provided that each such price was achieved on or prior to the seventh anniversary of the vesting start date (February 10, 2021) of such PSUs. The vesting start date was determined pursuant to the terms of our employment agreements with our named executive officers and is related to the closing date of the consummation of the business combination of Playboy and Mountain Crest Acquisition Corp (“MCAC”) in 2021 (the “Business Combination”), pursuant to which our predecessor public company MCAC became PLBY and Playboy became a wholly-owned subsidiary of PLBY. Prior to October 9, 2023, the first three milestones had been achieved, resulting in 75% of the grant having vested. As of October 9, 2023, Mr. Barton had previously forfeited his PSUs and the vesting terms for Messrs. Kohn and Riley’s PSUs were amended to eliminate the remaining milestone such that the remaining unvested shares vest 50% on June 30, 2024 and 50% on June 30, 2025. No new PSUs were granted to any named executive officers in 2022 or 2023. Stock Options. Stock options are granted with an exercise price based on the market price of the Company’s common stock on the date of grant (as quoted on Nasdaq). The stock options will have value to our executive officers only if the fair market value of our common stock increases after the date of grant, which provides a strong incentive to our executive officers to increase stockholder value. Additionally, stock options typically vest over multiple years, subject to continued service through each vesting date. We view stock options as inherently performance-based and an effective tool to motivate our executive officers to build stockholder value and reinforce our position as a growth company. The exact awards granted are not determined based on a specific formula, but rather through the exercise of judgment after considering various factors, including compensation provided to other executives with similar responsibilities, including in our peer group and within our company, the current unvested equity held by such executive officer, and the perceived retentive value of the proposed awards. We also consider each executive officer’s individual performance, including the results and contributions delivered during the year and how they align with our short-term and long-term goals, the executive’s leadership within the Company, the cash compensation received by the executive officer, and feedback received from the executive officer’s peers and team. See the “2023 Grants of Plan-Based Awards Table” below for the option awards granted to our named executive officers in 2023. Other Employee Benefits Like other employees, our executive officers, including our named executive officers, are able to participate in our employee benefit and welfare plans, including life and disability insurance, medical and dental care plans, and a 401(k) plan. We match contributions made to our 401(k) plan by our employees up to 3.5% of their wages, including our named executive officers. All of the named executive officers participated in our 401(k) plan. In addition, our Chief Executive Officer is provided personal security services from time to time as the Company deems advisable. In the future, we may provide perquisites or other personal benefits in limited circumstances, such as where we believe it is appropriate to assist our executives in the performance of their duties, to make our executive team more efficient and effective, and for recruitment, motivation, or retention purposes. All future practices with respect to perquisites or other personal benefits for executives will be subject to review and approval by the compensation committee. Aircraft Matters In April 2021, we acquired an aircraft. The aircraft was then sold in September 2022. While we owned the aircraft, we covered all the operating, maintenance, and insurance costs, and taxes associated with the aircraft. The Board approved a Use of Corporate Aircraft Policy regarding the use of our aircraft by employees and other persons. We believe that the use of our aircraft by our executives and directors was frequently more efficient and flexible than commercial travel, and better ensured confidentiality and privacy for our business.

  19. Tax and Accounting Considerations

    Tax and Accounting Considerations Deductibility of Executive Compensation Section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), limits the amount that we may deduct from our U.S. federal taxable income for compensation paid to persons who are “covered employees”, for purposes of Section 162(m), to $1 million per covered employee per year. While we are mindful of the benefit of full tax deductibility of compensation, we also value the flexibility of compensating our executive officers in a manner that can best promote our corporate objectives. Therefore, we may approve compensation that may not be fully deductible. No Tax Reimbursement of Parachute Payments and Deferred Compensation We did not provide any executive officer, including any named executive officer, with a “gross-up” or other reimbursement payment for any tax liability that he or she might owe as a result of the application of Sections 280G, 4999, or 409A of the Code during 2022 or 2023, and we have not agreed and are not otherwise obligated to provide any named executive officer with such a “gross-up” or other reimbursement. Accounting Treatment We account for stock-based compensation in accordance with the authoritative guidance set forth in ASC Topic 718, which requires companies to measure and recognize the compensation expense for all share-based awards made to employees and directors, including PSUs, RSUs, and stock options, over the period during which the award recipient is required to perform services in exchange for the award.

  20. Summary Compensation Table

    Summary Compensation Table

  21. Summary Compensation Table

    | Name and Principal Position | Fiscal Year | Salary ($) | Bonus ($)(1) | Stock Awards ($)(2) | Option Awards ($)(3) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Ben Kohn Chief Executive Officer & President | 2023 | 852,238 | — | 495,000 | 518,063 | — | 9,754 | 1,875,055 | | | 2022 | 851,710 | — | 1,785,649 | — | — | 1,080,554 | 3,717,913 | | Lance Barton Former Chief Financial Officer(6) | 2023 | 175,530 | — | — | — | — | 529,202 | 704,732 | | | 2022 | 501,260 | — | 1,339,239 | — | — | 11,875 | 1,852,374 | | Marc Crossman Chief Financial Officer & Chief Operating Officer(7) | 2023 | 305,848 | — | 264,000 | — | — | 8,527 | 578,375 | | | 2022 | — | — | — | — | — | — | — | | Chris Riley General Counsel and Secretary | 2023 | 402,526 | | 184,800 | 85,556 | 150,000 | 10,831 | 833,713 | | | 2022 | 401,686 | — | 624,982 | — | — | 12,075 | 1,038,743 | | Florus Beuting Former Chief Accounting Officer(8) | 2023 | 282,278 | — | — | — | 50,000 | 12,050 | 344,328 | | | 2022 | 326,215 | — | 178,562 | — | — | 10,925 | 515,702 | | Ashley Kechter Former President of Global Consumer Products(9) | 2023 | 241,091 | — | — | — | — | 557,096 | 798,187 | | | 2022 | 491,548 | 250,000 | 2,940,544 | — | — | 86,384 | 3,768,476 |

  22. Summary Compensation Table

    (1) The Compensation Committee determined not to provide performance-based cash bonuses to the named executive officers for 2023 and 2022; however, Ms. Kechter received a cash bonus for 2022 that was paid in 2023. Such bonus was paid pursuant to the terms of the Kechter Employment Agreement (as defined below), which provided that, for 2022, Ms. Kechter’s annual cash bonus could not be less than 50% of her base salary. (2) The amounts in this column reflect the aggregate grant date fair value of restricted stock unit (or RSU) awards and performance-based restricted stock unit (or PSU) awards, calculated in accordance with FASB ASC Topic 718. (3) The amounts in this column reflect the aggregate grant date fair value of option awards, calculated in accordance with FASB ASC Topic 718. (4) The 2023 amounts for Messrs. Riley and Beuting include cash retention bonuses which were paid in September 2023. The terms of Mr. Riley’s 2023 retention bonus also provided for payment to him of $0.15 million in April 2024. (5) The amount in this column includes matching contributions to the named executive officer’s 401(k) plan account and work from home stipend. In addition: •the amount in this column for Mr. Kohn’s 2022 compensation also includes $0.15 million of imputed compensation related to personal security services provided to Mr. Kohn (representing the incremental cost to us for the personal security services provided to him in 2022 only, as no such services were provided to him in 2023) and $0.92 million of unreimbursed incremental cost of Mr. Kohn’s personal use of our former corporate aircraft, as described in this paragraph. Imputed compensation related to the use of our former corporate aircraft represents an imputed portion of the Company’s fixed costs associated with the aircraft, such as pilot costs, the purchase or leasing costs of the aircraft and the cost of maintenance of the aircraft, which costs were incurred by the Company irrespective of any personal use of the aircraft. Mr. Kohn was permitted reasonable personal use of our former corporate aircraft in 2022 pursuant to a time-sharing agreement between Mr. Kohn and us. Such agreement allowed him to reimburse us for the incremental cost of his personal use of our formal corporate aircraft consistent with Federal Aviation Administration regulations. For purposes of valuing such incremental cost, we calculated incremental cost using a method that takes into account all variable costs, such as fuel, crew travel expenses, landing and parking fees and plane repositioning costs, less any reimbursement received by us pursuant to an applicable time-sharing agreement. Since we used our former aircraft primarily for business travel, we could not include as part of incremental cost that is permitted to be reimbursed by Mr. Kohn the fixed costs that do not change based on usage, such as pilot costs, the purchase or leasing costs of our former aircraft and the cost of maintenance. The incremental cost, if any, of travel by Mr. Kohn’s guests when accompanying him is included in such amount. Mr. Kohn is responsible for the payment of any tax on any income imputed to him as a result of personal use of our former corporate aircraft and we have not provided him with income tax gross-up payments. We sold the aircraft in September 2022, thereby terminating Mr. Kohn’s time-sharing arrangement with respect to the aircraft; •the amount in this column for Mr. Barton’s compensation also includes $0.5 million he received as severance pursuant to his termination of employment in May 2023; and •the amount in this column for Ms. Kechter’s compensation also includes $0.5 million she received as severance pursuant to her termination of employment in June 2023 and $0.04 million she received as relocation compensation. (6) Mr. Barton ceased serving as the Company’s Chief Financial Officer as of March 22, 2023 and ceased being an employee of the Company as of May 1, 2023. (7) Mr. Crossman’s employment with the Company commenced as of March 22, 2023. (8) Mr. Beuting resigned from the Company as of November 3, 2023. (9) Ms. Kechter’s employment with the Company commenced as of January 10, 2022 and ceased as of June 16, 2023.

  23. 2023 Grants of Plan-Based Awards Table

    2023 Grants of Plan-Based Awards Table The following table presents, for each of the named executive officers, information concerning each grant of stock options (“NSOs”) and RSUs made during the year ended December 31, 2023. This information supplements the information about these awards set forth in the 2023 Summary Compensation Table.

  24. 2023 Grants of Plan-Based Awards Table

    | | | | Estimated Future Payouts Under Non-Equity Incentive Plan Awards | | | Estimated Future Payouts Under Equity Incentive Plan Awards | | | All Other Stock Awards: Number of Shares of Stock or Units (#) | All Other Option Awards: Number of Shares Underlying Options (#) | Exercise or Base Price of Option Awards ($/sh) | Grant Date Fair Value of Stock and Option Awards ($) (2) | | Name | Grant Date(1) | Type of Award | Threshold ($) | Target ($) | Maximum ($) | Threshold (#) | Target (#) | Maximum (#) | | | | | | Ben Kohn | 10/9/2023 | RSU | | | | | | | 750,000 | | | | | | 10/9/2023 | NSO | | | | | | | | 321,981 | 0.66 | 212,507 | | | 10/9/2023 | NSO | | | | | | | | 462,963 | 0.66 | 305,556 | | Marc Crossman | 10/9/2023 | RSU | | | | | | | 400,000 | | | 264,000 | | Chris Riley | 10/9/2023 | RSU | | | | | | | 280,000 | | | 184,800 | | | 10/9/2023 | NSO | | | | | | | | 129,630 | 0.66 | 85,556 |

  25. 2023 Grants of Plan-Based Awards Table

    ______________ (1) The shares underlying Messrs. Kohn and Riley’s awards vest in two (2) equal installments on each of the first two (2) anniversaries of June 30, 2023 (rounded down to the nearest whole share). The shares underlying Mr. Crossman’s award vest in three (3) equal installments on each of the first three (3) anniversaries of March 22, 2023 (rounded down to the nearest whole share). (2) In accordance with SEC requirements, the amounts in this column reflect the aggregate grant date fair value of stock and option awards calculated in accordance with FASB ASC Topic 718. The amounts reported do not reflect compensation actually received by the named executive officers.

  26. Outstanding Equity Awards at 2023 Fiscal Year-End

    Outstanding Equity Awards at 2023 Fiscal Year-End The following table presents, for each of the named executive officers, information regarding outstanding NSOs, RSUs and PSUs held as of December 31, 2023.

  27. Outstanding Equity Awards at 2023 Fiscal Year-End

    | | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Type of Award | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(¹) | 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 ($)(¹) | | Ben Kohn | 3/20/2019 | NSO | 948,322(2) | — | 3.35 | 3/20/29 | | | | | | | 10/29/2021 | PSU | | | | | 264,094(3) | 264,094 | | | | | 10/29/2021 | RSU | | | | | 30,144(4) | 30,144 | | | | | 4/22/2022 | RSU | | | | | 136,240(5) | 136,240 | | | | | 10/09/2023 | NSO | | 321,981(6) | 0.66 | 10/09/33 | | | | | | | 10/09/2023 | NSO | | 462,963(6) | 0.66 | 10/09/33 | | | | | | | 10/09/2023 | RSU | | | | | 750,000(7) | 750,000 | | | | Marc Crossman | 10/09/2023 | RSU | | | | | 400,000(8) | 400,000 | | | | Chris Riley | 3/20/2019 | NSO | 134,570(9) | — | 3.35 | 3/20/29 | | | | | | | 10/29/2021 | PSU | | | | | 47,537(3) | 47,537 | | | | | 10/29/2021 | RSU | | | | | 13,157(9) | 13,157 | | | | | 4/22/2022 | RSU | | | | | 47,685(5) | 47,685 | | | | | 10/09/2023 | NSO | | 129,630(6) | 0.66 | 10/09/33 | | | | | | | 10/09/2023 | RSU | | | | | 280,000(7) | 280,000 | | | | Florus Beuting | 10/29/2021 | NSO | 20,146(10) | — | 28.08 | 10/29/31 | | | | |

  28. Outstanding Equity Awards at 2023 Fiscal Year-End

    ______________ (1) Amounts in this column reflect the aggregate fair market value of the RSUs and PSUs, on December 31, 2023, based on the fair market value per share on such date of $1.00. (2) 651,971 options vested as of the grant date, with the remaining options vested ratably over the 15 months following the grant date. (3) Represents a grant of PSUs that originally vested in four equal tranches upon achievement of each of the following 30 day volume-weighted average prices for a share of PLBY common stock: $20, $30, $40 and $50; provided each such price was achieved on or prior to the seventh anniversary of the vesting start date (February 10, 2021). Prior to October 9, 2023, the first three milestones had been achieved, resulting in 75% of the grant having vested. On October 9, 2023, the vesting terms were amended to eliminate the remaining milestone such that the remaining unvested shares vest 50% on June 30, 2024 and 50% on June 30, 2025. (4) Represents a grant of restricted stock units that vests in three equal installments on each of the first three anniversaries of the vesting start date (February 10, 2021). (5) Represents a grant of restricted stock units that vests in four equal installments on each of the first four anniversaries of the vesting start date (April 22, 2022). (6) Represents a grant of stock options that vest in two equal installments on each of the first two anniversaries of the vesting start date (June 30, 2023). (7) Represents a grant of restricted stock units that vests in two equal installments on each of the first anniversaries of the vesting start date (June 30, 2023). (8) Represents a grant of restricted stock units that vests in three equal installments on each of the first anniversaries of the vesting start date (March 22, 2023). (9) 25% of the options under this grant vested as of January 14, 2020, with approximately 2,800 options vested monthly over 12 months following the initial vesting date, and the remaining options vested as of February 10, 2021. (10) Represents stock options that vested as follows: The first one-fourth of the options vested on the first anniversary of the vesting start date (February 8, 2021), and the remaining three-fourths vested in equal monthly installments over the 36 months following February 8, 2022. However, such vesting ceased as of November 3, 2023, upon Mr. Beuting’s resignation from the Company.

  29. Option Exercises and Stock Vested

    Option Exercises and Stock Vested The following table presents, for each of the named executive officers, the number of shares of our common stock underlying RSUs which vested during 2023 and the aggregate value realized upon the vesting of RSUs. None of the named executive officers exercised options in 2023.

  30. Option Exercises and Stock Vested

    | | | Option Awards | | Stock Awards | | | Name | Type of Award | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting ($)(¹) | | Ben Kohn(2) | RSU | | | 75,557 | 137,639 | | Lance Barton(3) | RSU | | | 192,430 | 350,902 | | Chris Riley(4) | RSU | | | 29,050 | 53,436 | | Florus Beuting(5) | RSU | | | 15,277 | 24,101 | | Ashley Kechter(6) | RSU | | | 132,100 | 245,046 |

  31. Option Exercises and Stock Vested

    ______________ (1) The aggregate value realized upon the vesting of shares underlying RSUs represents the aggregate market price of the shares of our common stock on the date of vesting. (2) The market prices of our common stock on the dates of vesting of the RSUs in this row were $2.02 with respect to 30,144 of the shares and $1.69 for 45,413 of the shares. (3) The market prices of our common stock on the dates of vesting of the RSUs in this row were $2.02 with respect to 56,190 of the shares, $1.69 for 34,060 of the shares and $1.76 for 102,180 of the shares. (4) The market prices of our common stock on the dates of vesting of the RSUs in this row were $2.02 with respect to 13,156 of the shares and $1.69 for 15,894 of the shares. (5) The market prices of our common stock on the dates of vesting of the RSUs in this row were $2.02 with respect to 3,221 of the shares, $1.69 for 6,688 of the shares, $1.50 for 3,221 of the shares and $0.68 for 2,147 of the shares. (6) The market prices of our common stock on the dates of vesting of the RSUs in this row were $2.50 with respect to 33,025 of the shares and $1.64 for 99,075 of the shares.

  32. Estimate of Potential Payments Upon Termination or Change in Control

    Estimate of Potential Payments Upon Termination or Change in Control The amounts estimated in the table below assume that the relevant triggering event (a termination of employment or change in control, as applicable) occurred on December 31, 2023 and are based on the terms of the applicable employment agreements and equity award agreements that were in effect on that date. The table assumes that any equity awards that vest in connection with the applicable triggering event that are subject to performance conditions are earned at the target level of performance within the applicable period except as may be noted otherwise, and values equity awards based on the closing price of a share of our common stock on December 31, 2023 of $1.00. Messrs. Barton and Beuting and Ms. Kechter are not included in the table below, as all of their employment agreements with the Company terminated prior to December 31, 2023 upon their terminations of employment. Actual severance received by Mr. Barton and Ms. Kechter in 2023 is reflected in the “Summary Compensation Table” above, and Mr. Beuting was not eligible for severance upon his resignation from the Company.

  33. Estimate of Potential Payments Upon Termination or Change in Control

    | Name and Principal Position | Type of Payment(1) | Termination for Death or Disability ($)(2) | Termination for Cause or Without Good Reason ($)(3) | Termination Without Cause or for Good Reason Absent a Change in Control ($)(4) | Termination Without Cause or for Good Reason in Connection with a Change in Control ($)(4) | | Ben Kohn Chief Executive Officer & President | Cash Severance | 1,716,301 | 16,301 | 3,400,000 | 5,100,000 | | | Equity Severance | — | — | 1,183,265 | 1,447,359 | | | Other Benefits | — | — | 66,169 | 66,169 | | Marc Crossman Chief Financial Officer & Chief Operating Officer(5) | Cash Severance | 576,658 | 7,671 | 968,986 | 1,148,986 | | | Equity Severance | — | — | 400,000 | 400,000 | | | Other Benefits | — | — | 66,169 | 66,169 | | Chris Riley General Counsel and Secretary | Cash Severance | 327,671 | 7,671 | 1,040,000 | 1,220,000 | | | Equity Severance | — | — | 384,916 | 432,453 | | | Other Benefits | — | — | 63,048 | 63,048 |

  34. Estimate of Potential Payments Upon Termination or Change in Control

    _____________________ (1) The “Other Benefits” rows reflect the cost of COBRA coverage. The “Cash Severance” rows assume no accrued but unpaid salary or expenses as of December 31, 2023 and include each executive’s annual target bonus and most recent pro-rated bonus, where applicable. Pro-rated bonus assumes target bonus payout based on number of days the named executive was employed during the fiscal year in which the date of termination occurred. (2) Assumes death or disability as of December 31, 2023 and payment of accrued but unpaid salary and target bonus payout. (3) Amounts in this column are solely for base salary that would have been accrued but unpaid as of December 31, 2023. (4) Equity severance in this columns reflects the acceleration of equity grants that vest after December 31, 2023. (5) Mr. Crossman’s employment by the Company commenced as of March 22, 2023, and any applicable prorated amounts included in this table for him reflect only amounts related to the portion of 2023 for which he was employed (see footnote (1) above).

  35. Treatment of Outstanding Equity Awards in the Business Combination

    Treatment of Outstanding Equity Awards in the Business Combination In connection with the Business Combination, all outstanding options and RSUs under our 2018 Plan (including the unvested options and RSUs held by the named executive officers as described in the “Outstanding Equity Awards at 2023 Fiscal Year-End” table above) became fully vested. Each outstanding option was assumed by the Company and automatically converted into an option to purchase shares of Company common stock, and each outstanding RSU was terminated and settled in shares of Company common stock. On February 9, 2021, our stockholders approved the 2021 Plan, which became effective upon the closing of the Business Combination. The 2021 Plan governs equity-based awards to be granted by the Company following the consummation of the Business Combination. After the effective date of the 2021 Plan, no additional shares are to be granted under the 2018 Plan.

  36. Pension Benefits

    Pension Benefits Other than our 401(k) plan, our named executive officers did not participate in, or otherwise receive any benefits under, any pension or retirement plan sponsored by us during the year ended December 31, 2023.

  37. Non-qualified Deferred Compensation

    Non-qualified Deferred Compensation Our named executive officers did not participate in, or earn any benefits under, a non-qualified deferred compensation plan sponsored by us during the year ended December 31, 2023.

  38. Pay Versus Performance

    Pay Versus Performance In accordance with rules adopted by the SEC in 2022 in connection with the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, we provide the following disclosure regarding executive compensation for our principal executive officer (“PEO”) and non-PEO named executive officers (“Non-PEO NEOs”) and Company performance for the fiscal years listed below. The Compensation Committee did not consider the pay versus performance disclosure below in making its pay decisions for any of the years shown.

  39. 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 ($)(3) | Average Compensation Actually Paid to Non-PEO NEOs ($)(2),(3) | Value of Initial Fixed $100 Investment Based on Total Shareholder Return ($),(4) | Net Loss ($) | | 2023 | 1,875,055 | 1,965,832 | 651,866 | 575,483 | 10.10 | (180,417,941) | | 2022 | 3,717,913 | (16,575,910) | 1,793,824 | (2,398,126) | 27.78 | (277,704,361) | | 2021 | 32,770,190 | 44,848,302 | 6,828,297 | 9,996,234 | 269.09 | (77,676,653) |

  40. Pay Versus Performance

    ______________ (1) Mr. Kohn was the PEO for all three years (2021-2023). (2) SEC rules require that certain adjustments be made to the totals set forth in the Summary Compensation Table included in this Proxy Statement (the “Summary Compensation Table”) in order to determine “compensation actually paid” for purposes of this Pay Versus Performance Disclosure. “Compensation actually paid” does not represent cash and/or equity value transferred to the applicable NEO, but rather is a value calculated under applicable SEC rules for purposes of this Pay Versus Performance Disclosure. In general, “compensation actually paid” is calculated as total compensation set forth in the Summary Compensation Table, as adjusted to include the fair market value of equity awards as of December 31 of the applicable year or, if earlier, the vesting date (rather than the grant date). None of the NEOs participate in a defined benefit plan, so the following table does not include an adjustment for pension benefits. The below table reflects the required adjustments to reconcile total compensation as set forth in the Summary Compensation Table to “Compensation actually paid” for purposes of the Pay Versus Performance Disclosure. (3) The Non-PEO NEOs were comprised of: for 2023, Messrs. Crossman, Barton, Riley and Beuting and Ms. Kechter; for 2022, Messrs. Barton, Riley and Beuting and Ms. Kechter; for 2021, Messrs. Barton, Riley, Beuting and David Israel. (4) Assumes an initial investment of $100 in our common stock on January 1 of the listed year through the end of the listed year. Total return equals stock price appreciation plus reinvestment of any dividends (of which the Company had none for the listed years). Historical stock performance is not necessarily indicative of future stock performance. Compensation Actually Paid reflects the exclusions and inclusions of certain amounts for the PEO and the Non-PEO NEOs as set forth below. Equity values are calculated in accordance with FASB ASC Topic 718. Neither the PEO nor the Non-PEO NEOs are accruing benefits under a pension plan for services rendered in the covered years, and therefore no additions are required for pension plan service cost in determining Compensation Actually Paid. The following table reconciles Summary Compensation Table total to Compensation Actually Paid with respect to our PEO for the periods indicated:

  41. Pay Versus Performance

    | Year | Salary ($) | Bonus and Non-Equity Incentive Compensation ($) | Equity Compensation ($) | All Other Compensation ($) | Summary Compensation Table Total ($) | Equity Deductions from Summary Compensation Table Total ($) (1) | Additions (Deductions) to Compensation Table Total ($) (2) | Compensation Actually Paid ($) | | 2023 | 852,238 | — | 1,013,063 | 9,754 | 1,875,055 | (1,013,063) | 1,103,840 | 1,965,832 | | 2022 | 851,710 | — | 1,785,649 | 1,080,554 | 3,717,913 | (1,785,649) | (18,508,174) | (16,575,910) | | 2021 | 866,662 | 2,850,000 | 28,651,528 | 402,000 | 32,770,190 | (28,651,528) | 40,729,640 | 44,848,302 |

  42. Pay Versus Performance

    ______________ (1) Represents the grant date fair value of equity-based awards granted. (2) Reflects the value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each period presented. The equity component of compensation actually paid is further detailed in the supplemental table below. The following table reconciles the Non-PEO NEOs Average Summary Compensation Table total to Average Compensation Actually Paid for the periods indicated:

  43. Pay Versus Performance

    | Year | Average Salary ($) | Average Bonus and Non-Equity Incentive Compensation ($) | Average Equity Compensation ($) | Average All Other Compensation ($) | Average Summary Compensation Table Total ($) | Deductions from Summary Compensation Table Total ($) (1) | Average Additions (Deductions) to Compensation Table Total ($) (2) | Average Compensation Actually Paid ($) | | 2023 | 281,454 | 40,000 | 106,871 | 223,541 | 651,866 | (106,871) | 30,488 | 575,483 | | 2022 | 430,177 | 62,500 | 1,270,832 | 30,315 | 1,793,824 | (1,270,832) | (2,921,118) | (2,398,126) | | 2021 | 376,651 | 302,500 | 6,142,818 | 6,328 | 6,828,297 | (6,142,818) | 9,310,755 | 9,996,234 |

  44. Pay Versus Performance

    ______________ (1) Represents the average grant date fair value of equity-based awards granted each year. (2) Reflects the average value of equity calculated in accordance with the SEC methodology for determining Compensation Actually Paid for each period presented. The equity component of compensation actually paid is further detailed in the supplemental table below. The following table includes supplemental data for the additions and deductions resulting in the equity component of PEO Compensation Actually Paid for the periods indicated:

  45. Pay Versus Performance

    | Fiscal Year | Addition of Fair Value of Current Year Equity Awards Unvested and Outstanding at Fiscal Year End ($) | (Deductions) Additions for Change in Value of Prior Years’ Awards Unvested and Outstanding at Fiscal Year End ($) | Additions (Deductions) for Change in Value of Prior Years’ Awards That Vested in Fiscal Year ($) | Additions of Fair Value as of the Vesting Date for Awards that are Granted and Vested in the Fiscal Year ($) | (Deductions) for Forfeited Prior Years’ Awards | Equity Value Included in Compensation Actually Paid ($) | | 2023 | 1,657,748 | (291,172) | (262,736) | — | — | 1,103,840 | | 2022 | 499,546 | (12,135,455) | (6,872,265) | — | — | (18,508,174) | | 2021 | 18,482,390 | — | — | 22,247,250 | — | 40,729,640 |

  46. Pay Versus Performance

    The following table includes supplemental data for the additions and deductions resulting in equity component of Non-PEO NEOs Average Compensation Actually Paid for the periods indicated:

  47. Pay Versus Performance

    | Fiscal Year | Addition of Average Fair Value of Current Year Equity Awards Unvested and Outstanding at Fiscal Year End ($) | (Deductions) Additions for Average Change in Value of Prior Years’ Awards Unvested and Outstanding at Fiscal Year End ($) | Additions (Deductions) for Average Change in Value of Prior Years’ Awards That Vested in Fiscal Year ($) | Additions of Average Fair Value as of the Vesting Date for Awards that are Granted and Vested in the Fiscal Year ($) | (Deductions) for Forfeited Prior Years’ Awards | Equity Value Included in Compensation Actually Paid ($) | | 2023 | 166,767 | (16,940) | (44,265) | — | (75,074) | 30,488 | | 2022 | 240,683 | (2,722,030) | (689,770) | 249,999 | — | (2,921,118) | | 2021 | 4,204,752 | — | 63,303 | 5,042,700 | — | 9,310,755 |