Kate Lowenhar-Fisher
Executive Vice President, Chief Legal Officer – General Counsel and Corporate Secretary at 
EVRI
EVRIExecutive
Board
About Kate Lowenhar-Fisher
Kate C. Lowenhar-Fisher is Executive Vice President, Chief Legal Officer – General Counsel and Corporate Secretary of Everi Holdings Inc., serving in this role since March 2021; she is 47 years old and previously led gaming regulatory practices at major law firms advising on M&A, restructurings, and financings for global gaming companies . Everi’s 2024 performance context for incentive alignment: Total revenue $757.9M, AEBITDA $308.2M, net income $15.0M, and fully diluted EPS $0.17; the company’s TSR metric in the Pay vs. Performance disclosure shows a $100.60 value of an initial $100 as of 2024, underperforming the S&P Software & Services Select Index benchmark at $189.60 .
Past Roles
| Organization | Role | Years | Strategic impact |
|---|---|---|---|
| Dickinson Wright, PLLC | Equity Member; Chair, Gaming & Hospitality Practice | Jan 2015 – Mar 2021 | Counseled leading gaming companies on regulatory issues in M&A, restructurings, reorganizations, and financings . |
| Brownstein Hyatt Farber Schreck, LLP (formerly Schreck Brignone) | Shareholder (Gaming law and commercial transactions) | Sep 2002 – Dec 2014 | Specialized in gaming law and commercial transactions, supporting regulated growth initiatives . |
External Roles
No public company board roles for Ms. Lowenhar-Fisher are disclosed in the 2025 Proxy (she is listed as an executive officer and Corporate Secretary; not among the nine directors) .
Fixed Compensation
| Component (2024) | Detail |
|---|---|
| Base salary | $410,000 . |
| Target annual bonus | 75% of base salary . |
| Actual annual incentive payout (2024) | $0 (financial metrics below threshold; Board also paid $0 for personal goals) . |
| Other cash (retention) | $52,500 retention bonus recognized for 2024 under transaction-related retention program . |
Performance Compensation
Annual Incentive Plan – 2024 Design and Outcomes
| Metric | Weight | Minimum (50% payout) | Target (100%) | Maximum (200%) | 2024 Actual | Payout |
|---|---|---|---|---|---|---|
| Consolidated Revenue ($M) | 35% | $824.0 | $868.0 | $911.0 | $758.0 | 0% . |
| AEBITDA ($M) | 35% | $360.0 | $375.0 | $397.0 | $308.0 | 0% . |
| Personal goals | 30% | — | — | — | Determined $0 due to overall performance | 0% . |
- Result: No annual incentive payout to NEOs for 2024 .
Long-Term Incentives (granted 5/1/2024)
| Instrument | Metric/terms | Vesting | 2024 grant sizing (Kate) |
|---|---|---|---|
| PSUs | 100% Relative TSR vs. Russell 3000; 0–200% payout; 25th pct=50%, 50th=100%, 75th+=200% | Cliff vest at 3 years based on certified results (performance period through 12/31/2026) | Threshold 13,375; Target 26,750; Max 53,500 . |
| RSUs | Time-based | 3 equal annual installments | 26,750 RSUs . |
Other context:
- 2022 PSUs (based on consolidated revenues and adjusted operating cash flow) did not vest; all forfeited due to not meeting minimum performance, consistent with pay-for-performance .
- 2023 PSUs outstanding (target view) continue through 12/31/2025 with operating income and TSR modification; Kate’s line item shows 21,600 PSUs at target as of 12/31/2024 .
Equity Ownership & Alignment
| Item | Detail |
|---|---|
| Beneficial ownership | 81,004 shares; <1% of outstanding (12). |
| Unvested RSUs (as of 12/31/2024) | 4,633 (2022 grant; $62,592 MV at $13.51), 14,400 (2023; $194,544 MV), 26,750 (2024; $361,393 MV) . |
| Outstanding PSUs | 21,600 (2023 PSUs shown at target; $291,816 MV); 53,500 (2024 PSUs presented at maximum for disclosure; $722,785 MV) . |
| Options outstanding | None shown for Ms. Lowenhar-Fisher . |
| 2024 equity flow | Shares vested: 58,851 (RSUs + PSUs); value realized $639,962; no option exercises . |
| Ownership guidelines | NEO guideline = 3x annual base salary; Directors = 5x retainer (phase-in rules apply) . |
| Compliance status | As of filing, Covered Persons either met the ownership guidelines or were within the phase-in period . |
| Hedging/pledging | Hedging and pledging prohibited; as of the Proxy, no shares hedged or pledged by Covered Persons . |
Notes: Market values above use the $13.51 closing price at 12/31/2024 as presented in the company’s tables; 2024 PSU line reflects maximum share presentation per proxy method, not a forecast of payout .
Employment Terms
| Term | Ms. Lowenhar-Fisher |
|---|---|
| Role start date | March 2021 (EVP, CLO – GC & Corporate Secretary) . |
| Agreement term/renewal | Auto-renews for 1-year periods on March 22 unless 90-day non-renewal notice . |
| Severance (no CIC) | 12 months salary continuation + 1x target bonus, plus 18 months group health coverage; equity per award terms . |
| Change-in-control (CIC) | Double-trigger: if terminated without cause/for good reason within 24 months post-CIC, all unvested RSUs accelerate; PSUs vest at greater of (a) prorated at 100% target or (b) prorated actual . |
| Restrictive covenants | 2-year non-compete and non-solicit; confidentiality/IP obligations . |
| Clawback | Dodd-Frank 10D-1 compliant clawback adopted/updated (Aug 2023) . |
| Insider trading policy | Trading windows; bans on hedging/pledging; design for compliance with insider laws . |
| Retention program (transaction-related) | Aggregate opportunity $275,000; 35% First Pool paid 8/27/2024; 35% Second Pool paid 3/14/2025; 65% First Pool at Closing; 65% Second Pool at 9 months post-Closing; third/fourth installments forfeited if the transaction does not close (with protections if terminated without cause after 3/15/2025) . |
Transaction context: Apollo-sponsored Buyer to acquire Everi and IGT Gaming; Everi holders receive $14.25/share in cash at closing, subject to conditions; Everi to be taken private if the transaction closes .
Board Governance (Director Service, Committees, Independence)
- Ms. Lowenhar-Fisher is not listed as a director; she serves as Corporate Secretary and executive officer (therefore, no Board committee roles and no director independence designation applies to her personally) .
- Governance structure: Separate Chair and CEO; Lead Independent Director; all standing committees (Audit, Compensation, Nominating & Governance) are fully independent; independent directors held regular executive sessions; average director attendance 99.5% in 2024 .
- Anti-pledging/hedging policies, double-trigger CIC severance construct, clawback, and stock ownership guidelines apply to directors and executives, supporting alignment .
Compensation Committee Analysis (Program Quality and Shareholder Feedback)
- Compensation Committee members: Maureen T. Mullarkey (Chair), Geoffrey P. Judge, Linster W. Fox, Atul Bali, Secil Tabli Watson, Paul W. Finch, Jr., Debra L. Nutton; all independent .
- Independent consultant (Mercer) engaged; committee assessed and disclosed consultant independence; also provided other services via MMC affiliates with safeguards .
- Say‑on‑Pay support: 97.4% approval in 2024, reflecting strong investor backing of pay design .
Performance & Track Record (Company Outcomes during Tenure)
| Metric | 2024 Outcome |
|---|---|
| Total Revenue | $757.9M . |
| AEBITDA | $308.2M . |
| Net Income | $15.0M . |
| Fully Diluted EPS | $0.17 . |
| Capital Expenditures | $156.4M . |
| TSR metric (Pay vs. Performance table) | $100.60 value of initial $100 (peer index $189.60) . |
Additional pay-for-performance outcomes:
- No annual incentive payout to NEOs for 2024; 2022 PSUs forfeited for all executives due to not meeting thresholds .
Director Compensation (Board context)
- Non-employee director retainers and equity program are fully disclosed; committees are independent; this is relevant for governance quality. Ms. Lowenhar-Fisher is not a director and does not receive director compensation .
Compensation Peer Group (for benchmarking)
- Mixed Gaming and FinTech peers (e.g., IGT, Light & Wonder, Accel, PlayAGS; ACI Worldwide, FICO, Shift4, etc.) used for 2024 design; committee does not target a fixed percentile and kept the peer set during the pending transaction .
Risk Indicators & Red Flags (as disclosed)
- No related party transactions requiring approval reported for 2024 .
- Policies disallow excise tax gross-ups; prohibit hedging/pledging; no option repricings without shareholder approval .
- Clawback in place (SEC 10D‑1 compliant) .
- Insider equity flow: Ms. Lowenhar-Fisher had 58,851 shares vest in 2024; no option exercises; combined with unvested RSUs and PSUs, this indicates scheduled vesting supply but pledging is barred .
Investment Implications
- Alignment: Zero 2024 annual bonus and forfeiture of 2022 PSUs reinforce a rigorous pay-for-performance framework; 2024 PSUs are fully performance-based on 3‑year Relative TSR, aligning upside only with shareholder returns .
- Selling pressure: Time‑based RSUs from 2022–2024 will continue to vest through 2026; 58,851 shares vested for Ms. Lowenhar-Fisher in 2024; anti‑pledging reduces forced-selling risk, but routine vesting could add modest supply near vest dates .
- Retention risk and near‑term cash incentives: A $275,000 retention package is structured with installments tied to the transaction timeline (Aug 2024, Mar 2025, at Closing, and 9 months post‑Closing), supporting management continuity through the Apollo/IGT transaction close and integration; if the transaction fails to close, later installments are forfeited, which may alter retention dynamics .
- Change‑in‑control protections: Double‑trigger equity acceleration (RSUs full; PSUs greater of prorated target or prorated actual) balances retention with shareholder alignment and mitigates cliff risk around a strategic sale; severance is moderate at 1x salary+target bonus (18 months benefits) for Ms. Lowenhar-Fisher outside CIC .
- Governance quality: Independent committees, strong ownership/anti‑hedging/anti‑pledging rules, and an active clawback policy lower governance risk, while high Say‑on‑Pay support (97.4%) suggests investor acceptance of plan design .