Todd Valli
EVRIAbout Todd Valli
Todd A. Valli is Senior Vice President, Corporate Finance and Tax & Chief Accounting Officer at Everi Holdings Inc. (EVRI). He has served as Chief Accounting Officer since September 2015 and previously was Vice President of Corporate Finance and Investor Relations beginning in September 2011; he is 50 years old per the 2025 proxy executive officer roster . Company-level performance context during his tenure includes 2024 total revenues of $757.9 million, AEBITDA of $308.2 million, and net income of $15.0 million, versus 2023 revenues of $807.8 million and AEBITDA of $367.0 million; the 2024 pay-versus-performance table reports a cumulative TSR value of $100.60 for a $100 initial investment as of year-end 2024 .
Past Roles
| Organization | Role | Years | Strategic Impact |
|---|---|---|---|
| Everi Holdings Inc. | Senior Vice President, Corporate Finance and Tax & Chief Accounting Officer | Sep 2015 – Present | Corporate finance leadership; chief accounting oversight |
| Everi Holdings Inc. | Vice President, Corporate Finance and Investor Relations | Sep 2011 – Sep 2015 | Corporate finance and investor relations leadership |
External Roles
No external directorships or outside roles for Mr. Valli are disclosed in the latest proxy statements .
Fixed Compensation
Mr. Valli is not listed as a Named Executive Officer (NEO) in the 2024/2025 proxies; individual base salary, target bonus, and actual bonus details for him are not disclosed. Company-level summary compensation tables and cash incentives apply to NEOs only .
Performance Compensation
Company plan design for executives (NEO framework) shows the pay-for-performance structure and metrics.
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Long-term incentives:
- PSUs: 100% relative TSR vs. Russell 3000 over three years (CEO 60% of LTI in PSUs; other NEOs 50%) .
- RSUs: Time-based, vest ratably over three years (CEO 40% of LTI; other NEOs 50%) .
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Annual incentive plan (2024 metrics and targets):
| Component | Weight | Minimum Performance (50% payout) | Target Performance (100% payout) | Maximum Performance (200% payout) |
|---|---|---|---|---|
| Consolidated Revenue | 35% | $824.0 million | $868.0 million | $911.0 million |
| Adjusted EBITDA (AEBITDA) | 35% | $360.0 million | $375.0 million | $397.0 million |
| Personal Goals | 30% | N/A | N/A | Cap 100% of component |
- 2024 outcomes: Company reported 2024 revenue of $757.9 million and AEBITDA of $308.2 million, below threshold; the Compensation Committee determined that no annual bonuses were paid to NEOs for 2024 .
Note: The company’s CD&A and related tables cover NEOs. Mr. Valli’s specific award grants, targets, and payouts are not disclosed; however, the plan design and policies above frame the incentives used across the executive team .
Equity Ownership & Alignment
| Topic | Policy/Status | Relevance to Valli |
|---|---|---|
| Stock ownership guidelines | Other Senior Vice Presidents must hold Company stock equal to 1x annual base salary; the Company reports covered persons either met guidelines or were within phase-in as of filing . | As an SVP, Mr. Valli is subject to a 1x salary ownership requirement under the policy . |
| Anti-hedging | Officers and directors are prohibited from hedging or monetization transactions in Company securities . | Applies to Mr. Valli as an executive officer . |
| Anti-pledging | Officers and directors are prohibited from pledging Company securities or holding them in margin accounts . | Applies to Mr. Valli; pledging is not permitted . |
| Beneficial ownership (individual) | Security ownership table lists directors and NEOs; Mr. Valli is not listed, and his individual beneficial holdings are not disclosed in the proxy . | Not disclosed for Mr. Valli in the proxy . |
Insider filings and trading activity:
- Form 4 filed April 22, 2025 by Todd A. Valli (SVP, CAO) disclosing transactions effected under a Rule 10b5-1 plan; see SEC filing for transaction-level detail .
- Additional Form 4 references: Valli acted as attorney-in-fact on a March 12, 2025 Form 4 for a director (signature block), confirming his authority in insider filings; not his own trade .
- Third-party tracker shows 2024 transactions reported for Valli (e.g., 2024-05-14 sale of 1,527 shares at $7.67; 2024-05-19 option exercise of 3,333 shares); verify against primary SEC forms .
Interpretation: The April 2025 Form 4 was under a 10b5-1 plan per the filing’s explanation; the existence of a pre-arranged plan reduces signaling value of the sale vs. discretionary trading. Always cross-check the XML/PDF Form 4 for share counts, prices, and whether exercises were tied to expiring grants .
Employment Terms
| Term | Company Policy/NEO Template | Notes |
|---|---|---|
| Clawback | Rule 10D‑1 compliant cash and equity clawback for restatements; recovery of excess incentive compensation during the clawback period . | Applies to officers, including Section 16 officers . |
| Non-compete/Non-solicit | NEO employment agreements include a two-year post-termination non-compete and non-solicit, plus confidentiality and IP obligations . | Mr. Valli’s specific agreement terms are not disclosed; NEO template shown for context . |
| Change-in-control (CIC) treatment | Double-trigger: if terminated without cause or for good reason within 24 months post-CIC, RSUs accelerate in full; PSUs vest based on the greater of (a) assumed 100% target prorated or (b) actual performance prorated . | Applies per equity agreements; NEO modeling table illustrates payout approach -. |
| Anti-hedging/pledging | Hedging and pledging prohibited . | Applies to executives . |
| Excise tax gross-ups | Not permitted . | Shareholder-friendly policy . |
| Perquisites | “Grant excess perquisites” is listed among what the Company does not do . | Limits on perqs . |
| Retirement/Deferred comp | No defined benefit or supplemental retirement plans for executives beyond broad-based benefits . | No SERP; standard 401(k) matching disclosed for NEOs . |
Deal context:
- Pending proposed all-cash acquisition by a buyer affiliated with Apollo involving IGT Gaming and Everi; Everi shareholders to receive $14.25 per share cash (subject to adjustments); after close, Everi will be private and delisted; subject to regulatory approvals and closing conditions . Double-trigger CIC terms above contextualize potential equity acceleration for covered executives -.
Performance & Track Record
Company performance (context for pay-for-performance alignment):
| Metric (USD) | FY 2023 | FY 2024 |
|---|---|---|
| Total Revenues | $807.8 million | $757.9 million |
| AEBITDA | $367.0 million | $308.2 million |
| Free Cash Flow | $141.9 million | $65.3 million |
| Net Income | $84.0 million | $15.0 million |
| Value of $100 Investment (TSR) year-end | $83.92 | $100.60 |
- 2024 incentive outcomes: Thresholds for revenue ($824.0m) and AEBITDA ($360.0m) were not met; the Board also determined no individual goal payouts; NEO annual incentives were not earned .
- Executive incentive design emphasizes AEBITDA, Total Revenue, and relative TSR—key levers linking compensation actually paid to performance per the pay-versus-performance discussion .
Say‑on‑Pay & Shareholder Feedback
- Say‑on‑Pay approval: At the 2024 annual meeting, ~97.4% of votes cast supported the executive compensation program for 2023, indicating strong investor support for the pay design .
- Ongoing outreach: Management and IR regularly engage with investors; feedback is relayed to the Board and committees to refine practices and disclosures .
Compensation Peer Group
- The Compensation Committee uses a 16‑company peer set across FinTech and Gaming (e.g., ACI Worldwide, EVERTEC, IGT, Light & Wonder), as a reference point (not rigid benchmarks) for executive pay design and levels .
Risk Indicators & Red Flags
- Hedging/Pledging: Prohibited for officers and directors—reduces alignment risk from hedging and collateral pledging .
- Clawback: Robust clawback in event of restatement mitigates windfall risk from misstated results .
- Option repricing/cash buyouts: Not permitted without shareholder approval .
- Excise tax gross‑ups: Not permitted .
- Insider selling: Mr. Valli filed a 10b5‑1‑plan Form 4 on April 22, 2025; plan‑based sales reduce interpretive weight as a negative signal versus discretionary sales; review Form 4s for grant expiry mechanics and cadence .
Investment Implications
- Alignment and retention: As an SVP, Mr. Valli is subject to stock ownership guidelines (1x base salary), anti‑hedging/pledging restrictions, and the company’s clawback—positive for alignment and risk control .
- Incentive quality: Executive plans emphasize AEBITDA, revenue, and relative TSR; the zero NEO bonus outcome for 2024 and non‑vesting of certain PSUs underscore pay‑for‑performance rigor amid operational headwinds .
- Selling pressure: Form 4s in 2024‑2025, including a 10b5‑1 sale in April 2025, may reflect programmatic selling and/or option‑related timing; in isolation, this is a weak negative signal vs. discretionary sales but can contribute to near‑term technical pressure around vest/expiry dates .
- CIC optionality: The pending all‑cash sale at $14.25 per share provides a near‑term liquidity event; for covered executives, double‑trigger terms can accelerate RSUs and prorate PSUs—supporting retention through close, but potentially reducing long‑term equity overhang post‑deal .
- Data gaps: Mr. Valli is not an NEO; individual cash pay, bonus metrics, and grant‑level equity details are not disclosed in the proxy. Monitoring Form 4s and any future 8‑Ks for compensatory arrangements would be prudent .