Mark Labay
EVRIAbout Mark Labay
Mark F. Labay (age 53) is Executive Vice President, Chief Financial Officer and Treasurer of Everi, serving since April 2020; he previously was Senior Vice President, Finance and Investor Relations (2014–2020) and has held finance roles at the Company since 2002 . Following the July 1, 2025 change of control, Labay also became a director of the privately held post-merger Everi entity, with plans disclosed earlier for him to transition to Chief Integration Officer at Newco upon closing . Everi’s pay-for-performance program ties annual incentives to Consolidated Revenue and Adjusted EBITDA and long-term PSUs to relative TSR; 2024 performance missed revenue and AEBITDA thresholds (resulting in zero annual bonuses), and prior PSUs for the 2022 grant did not vest, consistent with stringent performance standards . Company performance context: 2024 revenue was $757.9 million and AEBITDA was $308.2 million; 2023 revenue was $807.8 million and AEBITDA was $367.0 million .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Everi Holdings Inc. | Executive Vice President, CFO & Treasurer | 2020–present | Corporate finance leadership; oversight of capital allocation and investor communications |
| Everi Holdings Inc. | SVP, Finance & Investor Relations | 2014–2020 | Led IR and finance; supported strategic transactions and capital markets engagement |
| Everi Holdings Inc. (pre-2014) | Finance roles (various) | 2002–2014 | Long-tenured financial stewardship across growth phases |
External Roles
No external public-company directorships are disclosed for Labay in the Company’s proxy and filings .
Fixed Compensation
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Base Salary ($) | $425,000 | $439,726 | $450,000 |
| Target Bonus (% of Salary) | 75% | 75% | 75% |
| Actual Annual Incentive ($) | $239,062 | $0 | $0 |
Notes: 2024 base salaries for NEOs were unchanged vs 2023 . 2024 annual incentive metrics were Consolidated Revenue (35%), AEBITDA (35%), Personal Goals (30%) and no payout was earned .
Performance Compensation
Annual Incentive – 2024
| Component | Weight | Threshold | Target | Max | Actual | Payout |
|---|---|---|---|---|---|---|
| Consolidated Revenue ($mm) | 35% | $824.0 | $868.0 | $911.0 | $758.0 | 0% |
| AEBITDA ($mm) | 35% | $360.0 | $375.0 | $397.0 | $308.2 | 0% |
| Personal Goals | 30% | — | — | — | Board set to 0% | 0% |
Payout levels for financial metrics range 0–200% and personal goals are capped at 100%; overall 2024 bonus payout was 0% for NEOs .
Long-Term Incentives – 2024 grant structure and Labay awards
- PSU program: 3-year performance (through Dec 31, 2026) based solely on relative TSR vs the Russell 3000; payouts 0–200% with 25th/50th/75th percentiles at 50%/100%/200% .
- RSUs: service-based, vest in equal annual installments over three years (grant date May 1, 2024; scheduled vesting May 1 of 2025/2026/2027) .
| Award Type | Grant Date | Target Units | Max Units | Vesting / Performance |
|---|---|---|---|---|
| PSUs | May 1, 2024 | 46,400 | 92,800 | TSR vs Russell 3000; 3-year performance ending 12/31/2026 |
| RSUs | May 1, 2024 | 46,400 | — | Time-based; 1/3 per year over 3 years |
Additional PSU context: 2022 PSUs failed to meet performance conditions; all shares were forfeited/canceled .
Multi-Year Total Compensation
| Component ($) | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary | $425,000 | $439,726 | $450,000 |
| Bonus (Retention, if any) | $0 | $0 | $61,250 (retention installment) |
| Stock Awards (Fair Value) | $904,500 | $1,199,540 | $773,952 |
| Non-Equity Incentive | $239,062 | $0 | $0 |
| All Other Compensation | $20,714 | $25,047 | $26,768 |
| Total | $1,589,276 | $1,664,313 | $1,311,970 |
Retention bonus program (transaction-related) for Labay: Maximum aggregate $325,000, with installments of 35% (Aug 27, 2024), 35% (Mar 14, 2025), 65% at closing, and 65% nine months post-closing, subject to continued employment and special protections for terminations without cause .
Equity Ownership & Alignment
| Item | Details |
|---|---|
| Shares beneficially owned (as of Mar 21, 2025) | 264,697 shares; <1% of outstanding |
| Options exercisable within 60 days | 95,000 (50,000 @ $1.46; 45,000 @ $3.29) |
| Unvested RSUs (12/31/2024) | 24,666 (2023 grant) and 46,400 (2024 grant) |
| PSUs outstanding (12/31/2024) | 37,000 (2023 target) and 92,800 (2024 maximum presentation for disclosure) |
| Shares pledged / hedged | Prohibited; none hedged or pledged as of proxy filing |
| Stock ownership guideline | CFO/Other NEOs: 3x annual base salary; Directors: 5x annual cash retainer |
| Compliance status | Covered persons either met or were within phase-in period (CFO included among Covered Persons) |
Vesting and exercises in 2024: Labay had 64,078 shares vest (RSUs and PSUs), realizing $722,797 in value; no option exercises were reported for him in 2024 .
Employment Terms
- Agreement: Effective April 1, 2020; initial one-year term, auto-renews annually unless 90-day non-renewal notice (April 1 each year) .
- Non-compete and non-solicit: Two years post-termination; confidentiality/IP obligations apply .
- Severance (without cause / good reason): 12 months salary continuation + 1x target bonus (paid over 12 months) + 18 months of health coverage; equity per grant agreements .
- Change-in-control (double trigger within 24 months): RSUs accelerate in full; PSUs vest based on greater of (a) 100% target prorated, or (b) actual achievement prorated .
- Estimated CIC economics (12/31/2024 modeling): If terminated following a CIC, Labay’s cash = $1,051,250; benefits = $20,520; equity acceleration = $1,823,836; total = $2,895,606 .
- Post-merger equity treatment: At July 1, 2025 closing, all Company equity awards (options/RSUs/PSUs) converted to cash at $14.25 per share; PSUs paid at 100% of performance for conversion purposes .
- Post-merger role: Labay became a director of the private Company immediately after the Merger Effective Time; the Company earlier disclosed he would transition to Chief Integration Officer at Newco after closing .
Board Governance
- Pre-merger: Everi’s Board committees (Audit, Compensation, Nominating & Governance) were entirely independent; governance practices included a Lead Independent Director, executive sessions, and robust ESG and risk oversight .
- Post-merger: Immediately after closing, Labay and the General Counsel became the sole directors of the private Company . Dual-role implications include less independence versus public-board norms and concentrated oversight while Apollo affiliates control Newco; the amended charter includes corporate opportunity waivers benefiting Apollo affiliates, underscoring sponsor-led governance dynamics .
Director Compensation (pre-merger context)
Everi non-employee directors (2024) received $75,000 cash annual retainer plus $150,000 in time-based RSUs; committee chairs/members received additional fees (e.g., Audit Chair $25,000; Compensation Chair $20,000; NomGov Chair $15,000) . Settlement of director RSUs is deferred (e.g., 10 years from grant, death, change in control, or six months post-separation), aligning director equity with long-term outcomes .
Compensation Structure Analysis
- Year-over-year mix: 2024 saw lower stock award grant-date values for Labay vs 2023 ($774k vs $1.200m) amid weaker operational metrics; no annual bonus and forfeiture of 2022 PSUs reflect tighter alignment to performance .
- Metric shift: PSUs moved to 100% relative TSR for the 2024 cohort (removing operating income measure), increasing external market linkage but potentially reducing direct line-of-sight to operating drivers .
- Retention incentives: Transaction-related retention installments ($325k max) reduce near-term attrition risk through and after closing, with protections for terminations without cause around March 15, 2025 .
- Clawbacks and risk controls: NYSE Rule 10D-1-compliant clawback (Aug 2023), strict anti-hedging/pledging, and robust ownership guidelines (3x salary for CFO) enhance alignment and discourage excessive risk-taking .
- Say-on-pay signals: Strong shareholder support (97.4% in 2024; 97.2% in 2023; 98.4% in 2022) indicates broad investor approval of program design .
Risk Indicators & Red Flags
- Performance shortfall: 2024 revenue and AEBITDA below minimum thresholds, zero annual bonus payout; prior PSUs (2022) did not vest—signals alignment but underscores execution risk .
- Governance shift post-CIC: Sponsor-friendly charter provisions (corporate opportunity waiver, opt-out of DGCL §203) and dual-role director/officer structure may raise independence concerns in a private setting .
- Transaction timing impacts: Equity awards cashed at $14.25 per share; PSUs converted at 100% target for payout mechanics, which may dilute performance strictness at conversion relative to operating results .
Compensation Peer Group (2024)
Everi’s 2024 peer group included ACI Worldwide (ACIW), Black Knight (BKI), EVERTEC (EVTC), Fair Isaac (FICO), Green Dot (GDOT), MoneyGram (MGI), Shift4 (FOUR), and gaming peers Accel (ACEL), GAN (GAN), Golden Entertainment (GDEN), Inspired (INSE), IGT, Light & Wonder (LNW), PlayAGS (AGS), Playtika (PLTK), SciPlay (SCPL); used as a reference (no fixed percentile targeting) .
Say-on-Pay & Shareholder Feedback
- Support percentages: 2022—98.4%; 2023—97.2%; 2024—97.4% approval .
- Engagement: Regular outreach via earnings presentations, conferences, calls, and roadshows; feedback relayed to Board/committees to refine practices .
Investment Implications
- Alignment and retention: Zero bonus payout in 2024 and forfeited PSUs demonstrate disciplined pay-for-performance. Transaction-linked retention payments and ownership guidelines (3x salary) support near-term continuity through integration .
- Selling pressure: Labay did not exercise options in 2024; equity awards were converted to cash at closing ($14.25/share), mitigating post-close selling overhang from vested equity .
- Governance watchpoints: Post-merger dual role (director plus anticipated Chief Integration Officer) and sponsor-friendly charter provisions reduce independence; integration execution risk elevates the importance of TSR-based LTI calibration and Board oversight in private context .
Bottom line: Labay’s compensation and ownership posture show strong performance linkage and retention incentives. Investors should note that post-CIC governance shifts and operational headwinds increase reliance on TSR-aligned PSUs and disciplined capital allocation to drive future value in the private enterprise.