Ira Raphaelson
About Ira H. Raphaelson
Ira H. Raphaelson (age 71 as of April 1, 2025) has served as an independent director of Inspired Entertainment, Inc. since December 2016. He is a former Senior Counsel at White & Case (through June 2023), former EVP & Global General Counsel at Las Vegas Sands, and former VP & General Counsel at Scientific Games; earlier he spent 15 years as a state and federal prosecutor, including a Presidential appointment as Special Counsel for Financial Institutions Crime at the U.S. Department of Justice. He holds both his undergraduate and law degrees from Northwestern University.
Past Roles
| Organization | Role | Tenure | Notes/Impact |
|---|---|---|---|
| White & Case LLP | Senior Counsel | Until June 2023 | Senior legal advisor roles in Washington, D.C. and Chicago. |
| Northwestern University Pritzker School of Law | Adjunct Professor of Law | Sep 2017 – Feb 2023 | Academic role in legal education. |
| Las Vegas Sands Corp. | EVP & Global General Counsel; Secretary | EVP & GC from Nov 2011; Secretary Jan 2015 – Aug 2016 | Senior legal executive at a major gaming company. |
| Scientific Games Corp. | Vice President & General Counsel; Secretary | Feb 2006 – Oct 2011; Secretary Jun 2006 – Oct 2011 | Senior legal executive in gaming/lottery; now Light & Wonder, Inc. |
| O’Melveny & Myers LLP | Partner (managed Washington, D.C. office) | 10 years | Leadership responsibility in private practice. |
| Shaw Pittman | Partner | 3 years | Partner in Washington, D.C. office. |
| U.S. Department of Justice | State & Federal Prosecutor; Special Counsel for Financial Institutions Crime | 15 years (Special Counsel last 2 years) | Presidentially appointed Special Counsel for Financial Institutions Crime. |
External Roles
| Organization/Board | Role | Tenure | Committees/Impact |
|---|---|---|---|
| Public company directorships (current) | None disclosed | — | No current outside public company boards disclosed in proxy. |
Board Governance
- Independence: Board determined Mr. Raphaelson is an “independent director” under NASDAQ/SEC standards. Independent director sessions are held regularly.
- Committees and roles (2024 activity levels shown):
Committee Role 2024 Meetings Held Nominating, Governance & Compliance Chair 4 meetings in 2024. Audit Member 11 meetings in 2024 (oversight of SOX/GAAP remediation). Compensation Member 9 meetings in 2024. - Attendance: In 2024, the Board met 6 times; all directors attended at least 75% of Board and committee meetings on which they served; all directors then serving attended the 2024 virtual annual meeting.
- Governance structure: Board has 7 directors (6 independent); Lead Independent Director is Michael R. Chambrello; all committees comprised solely of independent directors.
- Audit oversight signal: Audit Committee report (FY2024) was signed by Vandemore (Chair), Chambrello, and Raphaelson; the committee monitored 2023–2024 restatement-related remediation and auditor transition activities.
Fixed Compensation
| Component (Non-Employee Director Program) | 2024 Value |
|---|---|
| Annual Board Cash Retainer | $50,000 |
| Committee Chair Additional Cash Retainer (NGC Committee) | $10,000 |
| Fees Earned or Paid in Cash (actual – Raphaelson) | $60,000 |
- No meeting fees disclosed for directors.
Performance Compensation
| Director Equity Award Design (2024) | Details |
|---|---|
| Annual RSU Award (Board member) | $100,000 target value (policy) |
| Committee Chair Additional Equity (NGC Chair) | $10,000 target value (policy) |
| Formula used to determine RSU count | Divide award value by “formula price” $15.73 (vs. closing price $9.17 on grant date) |
| Vesting | Four equal installments: 25% at grant; remaining on Apr 1, Jul 1, Oct 1 |
| Deferral | Directors may elect to defer settlement of vested RSUs |
| Stock Awards (GAAP grant-date fair value recognized – Raphaelson, 2024) | $64,117 |
| Options | None (no option awards in 2024) |
| Outstanding RSUs Status at 12/31/24 | All director RSUs were vested by year-end |
Note: The policy targets ($110,000 equity for board + NGC chair) use a formula price to set the number of RSUs; GAAP fair value shown in the proxy reflects the lower grant-date closing price, explaining the $64,117 reported for 2024.
Other Directorships & Interlocks
| Relationship | Description | Relevance |
|---|---|---|
| Sponsor Designee | Under the December 23, 2016 stockholders agreement, Messrs. Chambrello and Raphaelson are joint designees of the Macquarie Sponsor and Hydra Sponsor. | Potential investor-perception consideration on independence; however, Board affirmatively determined independence under NASDAQ/SEC rules. |
| Current outside public company boards | None disclosed for Raphaelson. | No direct interlocks via current external public boards disclosed. |
Expertise & Qualifications
- Extensive legal and compliance background as EVP & Global GC (Las Vegas Sands) and VP & GC (Scientific Games), plus partner roles at major law firms.
- Significant prosecutorial experience (state and federal), culminating as Presidentially appointed Special Counsel for Financial Institutions Crime at DOJ.
- Education: Undergraduate and J.D., Northwestern University.
Equity Ownership
| Item | Detail |
|---|---|
| Beneficial ownership (Raphaelson) | 71,237 shares; “less than 1%” of shares outstanding. |
| Shares outstanding (Record Date) | 26,904,832 (as of March 28, 2025). |
| RSUs held (aggregate, as of 12/31/24) | 42,716 RSUs; all director RSUs were vested at year-end. |
| Ownership guidelines (directors) | Required to hold shares valued at 5x annual cash retainer. |
| Hedging/shorts/derivatives | Prohibited: short sales, buying/selling puts/calls/derivatives; margin purchases prohibited. |
| Hedging approvals to date | Company has not approved any hedging transactions and does not expect to do so. |
Governance Assessment
-
Strengths
- Independent status, with leadership as Chair of the Nominating, Governance & Compliance Committee; active roles on Audit and Compensation Committees support board effectiveness and oversight.
- Deep legal, regulatory, and enforcement background (DOJ Special Counsel; GC roles at major gaming companies) aligns with INSE’s compliance-centric needs.
- High engagement signal: Audit Committee met 11 times in 2024 to oversee SOX and GAAP remediation; Raphaelson is a signatory to the Audit Committee report.
- Equity-aligned director pay with multi-tranche RSU vesting and deferral option; strong ownership guidelines (5x retainer).
-
Watch items / potential red flags
- Sponsor designee status under the 2016 stockholders agreement may raise investor-perception questions on independence despite formal independence determination.
- Financial reporting and control remediation persisted through 2024 into 2025 testing periods; while immaterial restatement was noted, continued monitoring of control effectiveness is warranted.
- Hedging policy allows long-term hedging with pre-clearance (though none approved); continued oversight is appropriate to preserve alignment.
- Beneficial ownership is below 1%; individual compliance with the 5x retainer ownership guideline is not specifically disclosed by director, so alignment should be verified over time.
-
Attendance and engagement
- Board met 6 times in 2024; all directors met at least 75% attendance and attended the 2024 annual meeting. Committee meeting cadence (Audit 11; Comp 9; NGC 4) indicates substantial committee workload.
-
Auditor oversight transition
- Auditor change to CBIZ CPAs P.C. for FY2025 followed CBIZ’s acquisition of Marcum’s attest business; the Audit Committee (including Raphaelson) approved the transition.
Director Compensation (detail – 2024)
| Name | Fees Earned or Paid in Cash ($) | Stock Awards ($) | Option Awards ($) | Non-Equity Incentive Plan ($) | All Other ($) | Total ($) |
|---|---|---|---|---|---|---|
| Ira H. Raphaelson | 60,000 | 64,117 | — | — | — | 124,117 |
Director RSUs Outstanding (as of 12/31/24)
| Name | Total Number of RSUs |
|---|---|
| Ira H. Raphaelson | 42,716 |
Note: All outstanding director RSUs were vested at fiscal year-end.
Beneficial Ownership (as of Record Date March 28, 2025)
| Holder | Shares | Percent of Class |
|---|---|---|
| Ira H. Raphaelson | 71,237 | <1% |
| Shares Outstanding (context) | 26,904,832 | — |
Committee Membership Summary (2024)
| Committee | Role | Meetings in 2024 |
|---|---|---|
| Nominating, Governance & Compliance | Chair | 4 |
| Audit | Member | 11 |
| Compensation | Member | 9 |