Desirée Rogers
About Desirée Rogers
Desirée G. Rogers (age 65 as of April 1, 2025) has served as an independent director of Inspired Entertainment (INSE) since August 2018. She is CEO and Co‑Owner of Black Opal, LLC (Fashion Fair and Black Opal brands) and previously served as CEO of Johnson Publishing Company (2010–2017); White House Social Secretary (2009–2010); President, Social Networking for Allstate Financial (2008); President of Peoples Gas and North Shore Gas (2004–2008); senior marketing leadership at Peoples Energy (1997–2004); and Director of the Illinois Lottery (1991–1997). She holds a BA from Wellesley College and an MBA from Harvard Business School. Her background spans regulated utilities, consumer brands, public sector service, and board oversight.
Past Roles
| Organization | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Black Opal, LLC (Fashion Fair & Black Opal) | Chief Executive Officer & Co‑Owner | Current | Consumer brand leadership; market strategy for ethnic cosmetics |
| Johnson Publishing Company, LLC | Chief Executive Officer | Aug 2010–May 2017 | Led lifestyle and media business turnaround initiatives |
| The White House | Social Secretary to President Obama | Jan 2009–Apr 2010 | Protocol, major events management, public engagement |
| Allstate Financial | President, Social Networking | Jul 2008–Dec 2008 | Built social networking initiatives in financial services |
| Peoples Gas & North Shore Gas (Peoples Energy Corp.) | President | 2004–Jul 2008 | Led regulated utility operations and customer strategy |
| Peoples Energy Corporation | SVP & Chief Marketing Officer; Vice President | 1997–2004 | Brand, customer, and growth strategy in utility industry |
| Illinois Lottery | Director | 1991–1997 | State agency leadership; gaming oversight |
External Roles
| Organization | Role | Status | Committees/Notes |
|---|---|---|---|
| Stagwell Inc. | Director | Current (public company) | Marketing services; listed company board experience |
| Northwestern Memorial Foundation | Director/Trustee | Current | Not disclosed |
| The American Cancer Society | Director/Trustee | Current | Not disclosed |
| Equity Residential (REIT) | Trustee (prior) | Past | Large‑cap REIT governance experience |
| Blue Cross Blue Shield | Trustee/Director (prior) | Past | Healthcare insurance governance exposure |
| Pinnacle Entertainment, Inc. | Director (prior) | Past | Gaming industry governance, strategy |
Board Governance
- Independence: The Board determined Rogers is independent under NASDAQ and SEC standards; all non‑employee directors (including Rogers) are independent. Independent directors hold regular executive sessions.
- Committee memberships: Rogers is a member of the Nominating, Governance and Compliance Committee (NGCC). NGCC held 4 meetings in 2024; committee is entirely independent and oversees director nominations, governance policies, ESG reporting, contractor policies, conflicts compliance, and succession planning.
- Other committees: Rogers is not listed on Audit (Vandemore Chair; members Vandemore, Chambrello, Raphaelson) or Compensation (Saferin Chair; members Saferin, Chambrello, Raphaelson).
- Board attendance: The Board met 6 times in fiscal 2024; all directors attended at least 75% of Board and committee meetings on which they served; all then‑serving directors attended the 2024 virtual annual meeting.
- Leadership: Chambrello serves as Lead Independent Director; all committees are entirely independent.
Fixed Compensation
| Component (2024) | Amount (USD) | Notes |
|---|---|---|
| Annual cash retainer | $50,000 | Standard non‑employee director cash retainer |
| Equity (RSU grant date fair value) | $58,294 | RSUs computed under FASB ASC 718 using grant date closing price |
| Option awards | — | No option grants reported for directors in 2024 |
| Meeting/committee fees | Not separately disclosed | Program lists additional retainers only for Lead Independent Director and committee chairs; Rogers not a chair |
| Total | $108,294 | Sum of cash + equity fair value |
- Director compensation program (2024): Board cash retainer $50,000 and annual RSU award $100,000; additional $10,000 cash + $10,000 equity for the Lead Independent Director and for committee chairs. RSUs determined via a “formula price” of $15.73 versus grant date closing price $9.17; RSUs vest one‑quarter on grant date and the remaining three quarters on April 1, July 1, and October 1; directors may elect to defer settlement of vested RSUs.
- Stock ownership guidelines: Non‑employee directors must hold stock worth at least 5x annual cash retainer; RSUs count toward compliance under the guidelines.
Performance Compensation
| Performance‑Linked Element | Status | Notes |
|---|---|---|
| Director bonus | None | No non‑equity incentive compensation for directors reported |
| Performance‑conditioned equity (directors) | None | Director RSUs disclosed with time‑based vesting; no director PSUs disclosed |
| Options | None | No option awards to directors in 2024 |
- Executive compensation metrics (context): Company uses Adjusted EBITDA for annual bonuses and performance RSUs for NEOs; directors are compensated via retainers and time‑based RSUs, not performance plans. Approximately 51% of NEO target pay is performance‑based and tied to Adjusted EBITDA (for executives, not directors).
Other Directorships & Interlocks
| Entity | Relationship to INSE | Potential Interlock/Conflict |
|---|---|---|
| Stagwell Inc. (public) | Rogers is a director | No INSE‑disclosed transactions or overlaps; conflict not indicated |
| Northwestern Memorial Foundation | Rogers is a director/trustee | No INSE‑disclosed related party links |
| The American Cancer Society | Rogers is a director/trustee | No INSE‑disclosed related party links |
| Equity Residential (prior) | Former trustee | No current INSE interlock disclosed |
| Blue Cross Blue Shield (prior) | Former director/trustee | No current INSE interlock disclosed |
| Pinnacle Entertainment (prior) | Former director | No current INSE interlock disclosed |
Expertise & Qualifications
- Education: BA (Wellesley College); MBA (Harvard Business School).
- Domain experience: Public sector protocol and stakeholder engagement (White House Social Secretary); regulated utilities and operations (Peoples Gas/North Shore Gas); consumer brand leadership (Black Opal, Johnson Publishing); lottery oversight (Illinois Lottery).
- Board qualification highlights: Independence, leadership, marketing/brand strategy, governance in regulated sectors; not identified as an Audit Committee financial expert.
Equity Ownership
| Item | Value | Notes |
|---|---|---|
| Shares outstanding (Record Date) | 26,904,832 | As of March 28, 2025 |
| Rogers – beneficial ownership (shares) | 53,364 | Includes RSUs as per SEC rules |
| Percent of class | <1% | Asterisk indicates less than 1% |
| RSUs (vested as of FY‑end 2024) | 49,390 | All outstanding director RSUs vested at FY‑end |
| RSUs scheduled to vest within 60 days | 1,987 | Included in beneficial ownership footnote |
| Vested vs. unvested | All outstanding RSUs vested at FY‑end; additional near‑term vesting noted | Vested status as of Dec 31, 2024; near‑term vesting detail in footnote |
Governance Assessment
- Independence and committee service: Rogers is an independent director with governance oversight via NGCC; not on the Audit or Compensation Committees, limiting direct influence over financial reporting and pay decisions.
- Engagement: The Board met 6 times in 2024; all directors met the ≥75% attendance threshold and attended the 2024 annual meeting, supporting baseline engagement expectations.
- Ownership alignment: Director RSUs and a 5× retainer ownership guideline (RSUs count toward compliance) align incentives with shareholders; Rogers’ beneficial holdings include substantial RSUs, but the proxy does not disclose her specific compliance status versus the 5× guideline.
- Compensation structure: For directors, pay is retainer plus time‑vested RSUs; no bonuses, options, or performance metrics—simpler, lower‑conflict structure but with equity settlement deferral optionality.
- Related‑party exposure: The proxy discloses related‑party items involving other directors/executives (e.g., founder’s relatives, Compensation Chair’s stepson) with Audit Committee oversight; no related‑party transactions are disclosed for Rogers.
- RED FLAGS:
- None specifically tied to Rogers disclosed (no pledging, loans, or related‑party transactions).
- Broader governance context: Audit Committee held 11 meetings in 2024 due to SOX/GAAP remediation after restatements; while not a Rogers‑specific issue, it indicates heightened oversight and potential governance risk factors at the company level.
Overall signal: Rogers brings seasoned governance and consumer/regulated industry experience with independent status and NGCC membership; director compensation and ownership structures are shareholder‑aligned, and no conflicts are disclosed for her, supporting investor confidence.