Darren Simmons
EVRIAbout Darren Simmons
Darren D. A. Simmons, age 56, is Executive Vice President, FinTech Business Leader at Everi Holdings (EVRI), a role he has held since January 2019 after prior senior roles in Payments and International spanning back to 2006 . Everi’s 2024 performance showed total revenue of $757.9 million, AEBITDA of $308.2 million, and net income of $15.0 million; the company’s pay-for-performance framework led to zero annual incentive payouts for 2024 and forfeiture of 2022 PSUs, aligning variable pay with results . The company’s cumulative TSR measure in the pay-versus-performance table indicates $100.60 for 2024 against a fixed $100 base, with the S&P Software & Services Select Index at $189.60; PSU awards for NEOs, including Simmons, now vest solely on relative TSR versus the Russell 3000 over three years, further tying equity outcomes to market performance .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Everi Holdings | EVP, FinTech Business Leader | Jan 2019–Present | Leads FinTech segment operations and strategy |
| Everi Holdings | Payments Business Leader | Dec 2017–Dec 2018 | Senior leadership role over payments solutions |
| Everi Holdings | SVP, Payments Solutions | Jan 2015–Nov 2017 | Oversaw product and solution development in payments |
| Everi Holdings | SVP, International Business | Aug 2006–Dec 2014 | Led international market activities |
External Roles
No external public-company directorships or committee roles were disclosed for Simmons in the proxy’s executive officer biographies .
Fixed Compensation
Multi-year compensation for Simmons (USD):
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $400,000 | $417,671 | $430,000 |
| Target Bonus (% of Base) | 75% | 75% | 75% |
| Non-Equity Incentive ($) | $225,000 | $0 | $0 |
| Retention Bonus Paid ($) | $0 | $0 | $43,750 (retention program) |
| Stock Awards (Grant-Date Fair Value, $) | $562,599 | $998,536 | $654,690 |
| All Other Compensation ($) | $22,377 | $26,907 | $28,998 |
| Total ($) | $1,209,976 | $1,443,114 | $1,157,438 |
Notes:
- Pension/SERP and deferred compensation plans are not provided to executives; benefits limited to qualified 401(k) and standard programs .
- Company prohibits excise tax gross-ups and “excess perquisites”; all other comp includes items such as 401(k) match and insurance .
Performance Compensation
Annual Incentive Plan – 2024 outcomes
| Component | Weighting | Target | Actual | Payout |
|---|---|---|---|---|
| Consolidated Revenue | 35% | $868.0m | $757.9m | 0% (below threshold) |
| AEBITDA | 35% | $375.0m | $308.2m | 0% (below threshold) |
| Personal Goals | 30% | Capped at 100% | Board determined zero payout | 0% |
| Total Payout | — | — | — | 0% (no annual bonus paid) |
2024 metric framework remained unchanged from 2023; maximum annual payout would have been 170% of target if financial and personal goals were maximized .
Long-Term Incentives – Structure and 2024 grants
| Award Type | Metric/Structure | Weighting | Grant Date | Award Size | Vesting |
|---|---|---|---|---|---|
| PSUs (2024) | Relative TSR vs Russell 3000 (3-year) | 50% of NEO LTI | 5/1/2024 | Target 39,250; Threshold 19,625; Max 78,500 | Earned 0–200% based on percentile; vests at 12/31/2026 if earned |
| RSUs (2024) | Time-based | 50% of NEO LTI | 5/1/2024 | 39,250 | Equal annual installments over 3 years from grant |
| PSUs (2022) | Consolidated revenue and adjusted operating cash flow | — | 5/3/2022 | Performance goals not met | All shares forfeited, canceled |
Additional context:
- 2024 peer group and pay-for-performance design reinforced PSU reliance on market-relative TSR, with thresholds at 25th percentile (50% payout), target at 50th (100%), and max at ≥75th (200%) .
- No dividends on full-value awards unless and until vesting occurs .
Equity Ownership & Alignment
| Ownership Metric | Value |
|---|---|
| Total Beneficial Ownership (as of 3/21/2025) | 261,980 shares; under 1% of outstanding |
| Shares Outstanding (reference) | 86,479,600 |
| Shares Owned (direct/indirect) | 161,980 |
| Options Exercisable within 60 days | 100,000 |
| Unvested RSUs (selected grants, 12/31/2024 MV) | 39,250 ($530,268) |
| Unearned PSUs (presented; 12/31/2024 MV) | 78,500 ($1,060,535) |
| Option Exercises in 2024 | 120,000 options; $468,793 value realized |
| Shares Vested in 2024 (RSUs+PSUs) | 50,213 shares; $375,979 value realized |
Alignment policies:
- Stock ownership guidelines: 3x base salary for other NEOs; covered persons either met guidelines or were within phase-in period at filing .
- Anti-pledging and anti-hedging for insiders; no hedging or pledging of company stock permitted, and none was outstanding as of the proxy date .
Employment Terms
| Provision | Terms |
|---|---|
| Employment Agreement Term | Auto-renews for 1-year periods each April 1 unless 90-day non-renewal notice |
| Severance (without cause / good reason) | 12 months salary continuation + 1x target bonus (paid over 12 months); 18 months health coverage; equity per grant agreements |
| Change-in-Control (double-trigger within 24 months) | RSUs: full acceleration; PSUs: vesting based on greater of 100% target prorated or actual achievement prorated |
| Restrictive Covenants | 2-year non-compete and non-solicit post-termination; confidentiality/IP obligations |
| Clawback Policy | Dodd-Frank Rule 10D-1 compliant; recovery of incentive comp in restatement scenarios |
| Retention Bonus Program (transaction-related) | Aggregate opportunity $195,000; 35% First Pool paid 8/27/2024; 35% Second Pool paid 3/14/2025; remaining 65% First Pool at closing; 65% Second Pool at 9 months post-closing; protections if terminated without cause after 3/15/2025 |
Compensation Peer Group and Shareholder Feedback
- 2024 compensation peer group spans FinTech and Gaming names (e.g., ACIW, EVTC, FICO, FOUR, AGS, INSE, IGT, LNW, PLTK), used for comparative design input rather than strict percentile targeting .
- Say-on-pay support for 2023 compensation was 97.4%, indicating strong shareholder backing of the program .
Performance Context
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| AEBITDA ($mm) | $374.1 | $367.0 | $308.2 |
| Net Income ($mm) | $120.5 | $84.0 | $15.0 |
| Total Revenue ($mm) | — | — | $757.9 (Games $378.9; FinTech $379.0) |
Key 2024 notes:
- FinTech revenue was relatively flat due to hardware timing; Games faced weaker new title performance and installed base contraction, contributing to lower overall results and no annual incentive payouts for NEOs .
Investment Implications
- Pay-for-performance discipline: Zero annual bonuses for 2024 and forfeiture of 2022 PSUs underscore rigorous alignment; 2024 PSUs switch to 100% relative TSR further tightens performance linkage .
- Retention mechanics in pending take-private: Transaction-linked cash retention ($195,000 potential) and double-trigger CoC equity treatment reduce near-term attrition risk but may create post-close vesting cash flows; investors should track closing timelines and nine-month post-close obligations .
- Insider liquidity dynamics: 2024 option exercises (120,000; $468,793 value realized) and significant unearned PSU exposure suggest balanced liquidity and upside sensitivity; anti-hedging/pledging policies mitigate misalignment risks .
- Governance and shareholder support: Strong say-on-pay backing (97.4%), clawback compliance, no gross-ups, and ownership guidelines (3x salary for NEOs) indicate shareholder-friendly structure supporting long-term alignment .