Brooks Pierce
About Brooks Pierce
Brooks H. Pierce is President and Chief Executive Officer of Inspired Entertainment (INSE), serving as CEO since January 2023 after joining in 2018 and holding roles including President and COO; he is 63 years old as of April 1, 2025, holds a BA from the University of Delaware, and completed the Columbia Business School Senior Executive Program . His compensation is closely tied to Adjusted EBITDAB targets via both the short‑term incentive plan and performance RSUs; company pay‑versus‑performance disclosures show cumulative TSR values (value of $100 investment) of $97.76 (2022), $76.23 (2023), and $69.83 (2024) alongside Adjusted EBITDA of $99.5m (2022), $99.2m (2023), and $100.1m (2024), underscoring EBITDA stability but weaker shareholder returns over this period .
Past Roles
| Organization | Role | Years | Strategic impact/notes |
|---|---|---|---|
| Inspired Entertainment | President (May 2018–present); CEO (Jan 2023–present); previously COO (May 2018–Jan 2023) | 2018–present | Leads corporate strategy and operations; elevated to CEO in 2023 . |
| BHP Consulting Group, LLC | Chief Executive Officer | 2017–2018 | Provided sales, marketing, leadership consulting; consulted to INSE . |
| Aristocrat Technologies, Inc. | Managing Director, Americas | 2015–2017 | Senior regional leadership at gaming supplier . |
| Scientific Games Corporation (gaming division) | Chief Revenue Officer; earlier SVP of Marketing; President, Scientific Games Racing | 2012–2015; prior roles 1991–2010 | Senior commercial and divisional leadership across long tenure . |
| Sportech PLC | President and Chief Business Development Officer | 2010–2012 | Led a U.K.-based gaming equipment and systems supplier . |
External Roles
| Organization | Role | Years |
|---|---|---|
| Leading Edge Ventures (Wilmington, DE) | Advisory Board Member | Not disclosed (current) |
| University of Delaware, Horn Entrepreneurship Program | Advisory Board Member | Not disclosed (current) |
Fixed Compensation
| Item | 2022 | 2023 | 2024 | Notes/Effective changes |
|---|---|---|---|---|
| Base Salary ($) | $525,000 | $570,000 | $585,000 | Increased to $585,000 effective Jan 1, 2023 (elected to defer until Apr 1, 2023) . |
| Target Bonus (% of salary) | 100% | 110% | 110% | Raised to 120% effective Jan 1, 2025 (max 2x target) . |
| All Other Compensation ($) | $149,455 | $111,016 | $150,017 | 2023 components included 401(k) match $13,200, life insurance $4,165, health $9,134, $4,000 supplement, and tax equalization $80,516 . |
Performance Compensation
Short‑Term Incentive Plan (STIP) – Corporate metric: Adjusted EBITDAB
| Year | Metric | Target | Attainment | Payout as % of Target | Notes |
|---|---|---|---|---|---|
| 2022 | Adjusted EBITDAB | $87.7m | Overachieved by ~8% | 135% (reduced from 154% via negative discretion) | Based on corporate performance; executives’ targets set per plan . |
| 2023 | Adjusted EBITDAB | $110.6m (USD at approval FX) | ~90% of target | 40% (reduced from ~47% via negative discretion) | Committee considered restatement workload/time . |
| 2024 | Adjusted EBITDAB | $115.8m (USD from GBP at approval FX) | ~89% of target (prelim) | 38.55% (final after immaterial revisions review) | Finance team had additional SOX/accounting remediation criteria; Interim CFO bonus solely on remediation . |
Long‑Term Incentive Plan (LTIP) structure and key awards
- Plan design: Annual RSUs equal to % of salary; 50% time‑vested (1/3 per year), 50% performance‑based RSUs vest on Dec 31 of year 3 if initial‑year Adjusted EBITDAB goals are met; 2024 PBRSU “formula” max opportunity 200% (earlier awards capped at 100% in 2021–2022) .
- Pierce employment‑linked equity:
- Sign‑on RSUs: 200,000 RSUs (granted Feb 17, 2020): 100,000 time‑based (75,000 vest 12/31/2022; 25,000 vest 12/31/2023) and 100,000 performance‑based (25,000 per year 2020–2023 vs annual Adjusted EBITDA targets); earned portion in 2020 and 2023; full amounts for 2021 and 2022 .
- Additional time‑based RSUs: 75,000 granted July 2021 (agreement extension); vested 12/31/2024 .
- Additional Adjusted EBITDA‑based RSUs: 125,000 (subject to 2023 plan approval); half may be earned in 2025 and half in 2026 based on Adjusted EBITDA; earned RSUs vest on last day of performance period .
| LTIP Element | Weighting | Performance Metric | Max Opportunity | Vesting |
|---|---|---|---|---|
| Annual RSUs (formula) [2024] | 50% time / 50% performance | Adjusted EBITDAB for PBRSUs | Up to 200% for 2024 formula PBRSUs | Time RSUs: 1/3 per year; PBRSUs: Dec 31 of year 3 if earned . |
Equity Ownership & Alignment
| Item | Amount/Status |
|---|---|
| Beneficial ownership (shares) | 477,862 shares; 1.8% of class; based on 26,904,832 shares outstanding as of record date (2025 proxy) . |
| Unvested RSUs at 12/31/2023 | 121,448 RSUs unvested; no options outstanding . |
| Vested but unsettled RSUs | 125,000 RSUs vested but unsettled as of 12/31/2022; 25,000 settled March 2023 . |
| Ownership guidelines | Executives must hold common stock worth ≥3x base salary; Executive Chairman 6x; non‑employee directors 5x . |
| Clawback | Compensation recovery policy adopted Aug 2023 (Nasdaq 10D); prior plans included clawback provisions . |
Employment Terms
| Term | Detail |
|---|---|
| Contract term | Employment agreement (original 2/17/2020), amended 7/21/2021, 1/13/2023, 1/29/2025; current term through Dec 31, 2027 . |
| Base salary (current) | Increased from $585,000 to $650,000 effective Jan 1, 2025 . |
| Target/Max bonus | Target increased from 110% to 120% of salary; maximum equals 2x target . |
| Severance (no CIC) | Accrued benefits, 12 months’ salary and prorated bonus for year of termination; equity vests per award terms . |
| Severance (with CIC) | 18 months’ salary plus 1.5x target bonus; equity per agreement terms . |
| Restrictive covenants | One‑year non‑compete and non‑solicit; confidentiality obligations . |
| Deferred comp nuances | 2023 salary increase deferred by Pierce until Apr 1, 2023 (STIP/LTIP calc used full rate); vested RSUs subject to settlement deferral during employment except specified tranche . |
Multi‑Year Compensation Snapshot (Summary Compensation Table)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Salary ($) | $525,000 | $570,000 | $585,000 |
| Bonus ($) | — | — | $58,099 |
| Stock Awards ($) | $905,165 | $1,009,920 | $341,032 |
| Nonequity Incentive Plan Comp ($) | $708,750 | $257,400 | $189,961 |
| All Other Comp ($) | $149,455 | $111,016 | $150,017 |
| Total ($) | $2,288,370 | $1,948,336 | $1,324,109 |
Pay‑Versus‑Performance Reference Points (Company Level)
| Metric | 2022 | 2023 | 2024 |
|---|---|---|---|
| Cumulative TSR – value of $100 investment | $97.76 | $76.23 | $69.83 |
| Adjusted EBITDA (millions) | $99.5 | $99.2 | $100.1 |
Investment Implications
- Pay for performance alignment: STIP payouts of 40% (2023) and 38.55% (2024) reflect below‑target Adjusted EBITDAB, evidencing use of negative discretion and alignment with financial outcomes; LTIP relies on multi‑year Adjusted EBITDAB and includes a higher 200% cap on PBRSUs in 2024, increasing sensitivity to forward execution .
- Retention risk appears contained: Contract runs through 2027 with one‑year non‑compete and meaningful outstanding/evolving equity (e.g., 125k EBITDA‑based RSUs tied to 2025/2026); CIC protection is moderate (18 months’ salary + 1.5x target), limiting excessive “golden parachute” risk while providing retention value .
- Insider selling pressure: Vested‑but‑unsettled RSUs and large time‑based grants that vested through 12/31/2024 can crystallize into sellable shares, but beneficial ownership (477,862; ~1.8%) and ongoing performance‑conditioned RSUs suggest continued “skin in the game”; no options outstanding reduces forced exercise dynamics .
- Governance considerations: Formal clawback policy adopted in 2023 and explicit stock ownership guidelines (3x salary for executives) are shareholder‑friendly, though the company’s restatement history and TSR decline over 2022–2024 warrant monitoring for execution risk and investor confidence recovery .